-----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, I4MxsO7G8yZyrH9lpr9vRBZFLh3gyrY1wxOqLETlPfT5W9t0WiGXUuAFnC4HBq3f PlqfExbFSYdqZI+caWL46g== 0001072613-01-500573.txt : 20010516 0001072613-01-500573.hdr.sgml : 20010516 ACCESSION NUMBER: 0001072613-01-500573 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010515 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: SEC FILE NUMBER: 000-24262 FILM NUMBER: 1640341 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 form10q_10702.txt QUARTERLY REPORT FOR PERIOD ENDED 3/31/2001 ================================================================================ 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 March 31, 2001 [_] 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) 3653 Hemlock Court Reno, Nevada 89509 ------------ ----- (Address of principal executive (Zip Code) offices) (775)829-8812 ------------- (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 March 31, 2001 was 5,469,667. ================================================================================ ADVEN, INC. FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2001, WITH REVIEW REPORT OF CERTIFIED PUBLIC ACCOUNTANTS TABLE OF CONTENTS Independent Accountants' Review Report.......................................2 Balance Sheets...............................................................3 Statement of Operations and Other Comprehensive Loss.........................4 Statement of Changes in Stockholders' Equity.................................5 Statement of Cash Flows......................................................6 Notes to Financial Statements................................................7 MARK BAILEY & COMPANY, LTD. Certified Public Accountants Management Consultants OFFICE ADDRESS: MAILING ADDRESS: 1495 Ridgeview Drive, Ste. 200 Phone: 775/332.4200 P.O. Box 6060 Reno, Nevada 89509-6634 Fax: 775/332.4210 Reno, Nevada 89513 Independent Accountants' Review Report -------------------------------------- May 1, 2001 Board of Directors Adven, Inc. We have reviewed the accompanying balance sheets of Adven, Inc. as of March 31, 2001, and the related statements of operations, stockholders' equity, and cash flows for the three months then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Adven, Inc. A review consists principally of inquiries of Company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. The balance sheet for the period ended December 31, 2000, was audited by us, and we expressed an unqualified opinion on it in our audit report dated February 15, 2001, but we have not performed any auditing procedures since that date. As discussed in Note 1, certain conditions indicate that the Company may be unable to continue as a going concern. The accompanying financial statements do not include any adjustments to the financial statements that might be necessary should the Company be unable to continue as a going concern. Mark Bailey & Co., Ltd. Reno, Nevada -2- ADVEN, INC. BALANCE SHEETS -------------- March 31, 2001(unaudited) and December 31, 2001(audited)
MARCH 31, DECEMBER 31, ASSETS 2001 2000 ------ ----------- ----------- CASH $ 5,021 $ 9,254 - ---- ----------- ----------- Total current assets 5,021 9,254 ----------- ----------- OTHER ASSETS - ------------ Investment 1,988 13,552 Deferred tax asset (Net of valuation allowance of $454,115 and $449,368) -- -- ----------- ----------- Total other assets 1,988 13,552 ----------- ----------- FIXED ASSETS - ------------ Computer equipment 2,390 2,390 Accumulated depreciation (669) (478) ----------- ----------- Total fixed assets 1,721 1,912 ----------- ----------- Total assets $ 8,730 $ 24,718 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES - ------------------- Accounts payable $ 3,013 $ 5,540 Accrued interest 2,225 1,725 Advance from shareholder 25,000 25,000 ----------- ----------- Total current liabilities 30,238 32,265 ----------- ----------- COMMITMENTS AND CONTINGENCIES - ----------------------------- STOCKHOLDERS' EQUITY - -------------------- Common stock, $.0001 par value, 20,000,000 shares authorized, 5,469,667 shares issued and outstanding 547 547 Additional paid-in-capital 1,377,715 1,377,715 Unrealized loss on securities available for sale (395,535) (383,971) Accumulated deficit (1,004,235) (1,001,838) ----------- ----------- Total stockholders' equity (21,508) (7,547) ----------- ----------- Total liabilities and stockholders' equity $ 8,730 $ 24,718 =========== ===========
The Accompanying Notes are an Integral Part of These Financial Statements. -3- ADVEN, INC. STATEMENT OF OPERATIONS AND OTHER COMPREHENSIVE LOSS ---------------------------------------------------- For the Three Months Ended March 31, 2001 (unaudited) THREE MONTHS ENDED MARCH 31, 2001 -------------- REVENUE $ -- - ------- EXPENSES - -------- -------------- General and administrative expenses (1,169) Accounting fees (500) Depreciation expense (191) -------------- Net loss before interest expense and income taxes (1,860) Interest expense (537) -------------- Net loss before income taxes (2,397) Provision for income taxes -- -------------- Net loss (2,397) -------------- Unrealized loss on securities (net of tax of $0 for the three months) (11,564) -------------- Comprehensive loss $ (13,961) ============== Loss per share $ (0.0004) ============== The Accompanying Notes are an Integral Part of These Financial Statements. -4- ADVEN, INC. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY -------------------------------------------- For the Three Months Ended March 31, 2001 (unaudited)
ADDITIONAL RETAINED OTHER COMMON STOCK PAID-IN EARNINGS COMPREHENSIVE TOTAL SHARES AMOUNT CAPITAL (DEFICIT) DEFICIT EQUITY ------------------------------------------------------------------------------------------------ Balance at December 31, 2000 5,469,667 $ 547 $ 1,377,715 $(1,001,838) $ (383,971) $ (7,547) Net loss (2,397) (2,397) Other comprehensive loss (11,564) (11,564) ----------------------------------------------------------------------------------------------- Balance at March 31, 2001 5,469,667 $ 547 $ 1,377,715 $(1,004,235) $ (395,535) $ (21,508) ===============================================================================================
The Accompanying Notes are an Integral Part of These Financial Statements. -5- ADVEN, INC. STATEMENTS OF CASH FLOWS ------------------------ For The Three Months Ended March 31, 2001 (unaudited)
MARCH 31, 2001 -------------- CASH FLOWS FROM OPERATING ACTIVITIES - ------------------------------------ Net income (loss) $ (2,397) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation expense 191 Decrease in accounts payable (2,527) Increase in deferred tax asset (4,747) Increase in the deferred tax valuation allowance 4,747 Increase in accrued interest 500 -------------- Net cash used in operating activities (4,233) -------------- Net decrease in cash and cash equivalents (4,233) Cash and cash equivalents at December 31, 2000 9,254 -------------- Cash and cash equivalents at March 31, 2001 $ 5,021 ============== SUPPLEMENTARY INFORMATION - ------------------------- During the three months ended March 31, 2001, no amounts were actually paid for either interest or income taxes.
-6- ADVEN, INC. NOTES TO FINANCIAL STATEMENTS ----------------------------- March 31, 2001, and December 31, 2000 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------------ The Company was incorporated in the State of Washington on August 1986 as a subchapter C corporation for income tax purposes. The Company has no operations at this time. These financial statements have been prepared assuming that the Company will continue as a going concern. The Company has sustained recurring losses over the past years and currently has no source of operating income. The Company's cash flow and existing credit are insufficient to fund the Company's cash flow needs based on the expenses expected to be incurred during the next year. The President of the Company intends to advance funds as necessary to fund the cash flow needs of the Company. The preparation of financial statements for the three-month period ended March 31, 2001, has been completed by the Company without audit by the Company's independent auditors. In the opinion of the Company's management, all adjustments necessary to present fairly the financial position, results of operations, and cash flows of the Company as of March 31, 2001, and for the three months then ended have been made. Those adjustments consist only of normal and recurring adjustments. The balance sheet of the Company as of December 31, 2000, was derived from the audited financial statements of the Company as of that date. The preparation of the financial statements in conformity with generally accepted accounting standards requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. CASH AND CASH EQUIVALENTS ------------------------- For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of March 31, 2001, and December 31, 2000. -7- ADVEN, INC. NOTES TO FINANCIAL STATEMENTS ----------------------------- March 31, 2001, and December 31, 2000 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ------------------------------------------------------------ CAPITALIZATION -------------- The Company has authorized 20,000,000 shares of common stock and has 5,469,667 shares of common stock issued and outstanding. FIXED ASSETS ------------ Depreciation expense is recorded using an accelerated method of depreciation. LOSS PER SHARE -------------- Net loss per share is provided in accordance with Statement of Financial Accounting Standards No. 128 "Earnings Per Share". Basic loss per share for each period is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share reflects per share amounts that would have resulted if dilutive common stock equivalents had been converted to common stock. As of March 31, 2001, and December 31, 2000, the Company had no dilutive common stock equivalents such as stock options. 2. INVESTMENTS ----------- Financial Accounting Standards Board Statement (FASB) No. 115 "Accounting for Certain Investments in Debt and Equity Securities," requires that all applicable equity securities be classified as either trading or available for sale. The Company classified the investment in Asconi Corporation, formerly Grand Slam Treasures, Inc., as available for sale at March 31, 2001. FASB No. 115 also requires that all available for sale securities be reported at fair value, with any unrealized losses included as a part of comprehensive income and as a separate component of stockholders' equity until the losses are realized (net of the effect of income taxes). The fair market value and the unrealized loss of the Asconi Corporation investment at March 31, 2001, were $1,988 and $395,535, respectively. The fair market value and the unrealized loss of the Asconi Corporation, investment at December 31, 2000, were $13,552 and $383,971, respectively. -8- ADVEN, INC. NOTES TO FINANCIAL STATEMENTS ----------------------------- March 31, 2001, and December 31, 2000 3. SUPPLY AND LICENSED MANUFACTURING AGREEMENT ------------------------------------------- In March 1997 the Company entered into a supply and licensed manufacturing agreement with DIS International, Inc., a Barbados corporation. Pursuant to the agreement, the Company received the exclusive right to formulate, manufacture, sell, distribute, and put into use two products, the first a plant growing medium that aids the use of hydroponics, and the second an oil absorbent urethane foam. The Company's rights to these products extend only to Australia and New Zealand. During 1998 Adven, Inc. became aware that a company located in the Isle of Man claimed that it owns the patent on one of the products and that DIS International, Inc. had no rights to the product at all. The claimant is suing DIS International, Inc. in Canada. The lawsuit is still ongoing as of March 31, 2001. In June 1999 the Company filed suit against DIS International, Inc., to void its supply and licensed manufacturing agreement with DIS International, Inc., and to obtain a refund of all monies paid as well as Adven common stock issued to DIS International, Inc. Currently, this lawsuit is pending. 4. PROVISIONS FOR INCOME TAXES --------------------------- The Company recognizes deferred tax liabilities and benefits for the expected future tax impact of transactions that have been accounted for differently for book and tax purposes. Deferred tax benefits and liabilities are calculated using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance has been provided to reduce the asset to the amount of tax benefit management believes it will realize. As time passes, management will be able to better assess the amount of tax benefit it will realize from using the carryforward. Deferred tax benefits and liabilities are calculated using enacted tax rates in effect for the year in which the differences are expected to reverse. -9- 4. PROVISIONS FOR INCOME TAXES (CONTINUED) --------------------------------------- The following is a schedule of the composition of the provision for income taxes: March 31, December 31, 2001 2000 ----------- ----------- Deferred noncurrent tax asset $ 454,115 $ 449,368 Valuation allowance (454,115) (449,368) ----------- ----------- Total provision for income taxes $ -0- $ -0- =========== =========== Deferred federal income taxes consist of future tax benefits and liabilities attributed to: March 31, December 31, 2001 2000 ----------- ----------- Loss carry forward $ 319,633 $ 318,818 Loss on available for sale securities 134,482 130,550 Valuation allowance (454,115) (449,368) ----------- ----------- Net deferred income tax $ -0- $ -0- =========== =========== The net change in the valuation account at March 31, 2001, and December 31, 2000, was $4,747 and $73,834, respectively. The Company has available net operating loss carryforwards totaling approximately $940,000, which expire in the years 2002 to 2021. 5. RELATED PARTY TRANSACTIONS -------------------------- The President of Adven, Inc. has advanced the Company funds to pay expenses. The advance is due upon demand and carries an interest rate of 8.0% per annum. As of March 31, 2001, and December 31, 2000, the advance was $25,000. The related accrued interest was $2,225 and $1,725 at March 31, 2001, and December 31, 2000, respectively. 6. FAIR VALUE OF FINANCIAL INSTRUMENTS ----------------------------------- Financial Accounting Standards Board Statement No. 107, "Disclosure about Fair Value of Financial Instruments," is a part of a continuing process by the FASB to improve information on financial instruments. The following methods and assumptions were used by the Company in estimating its fair value disclosures for such financial instruments as defined by the Statement. -10- 6. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED) ----------------------------------------------- The carrying amount and the estimated fair value of the investment in Asconi Corporation at March 31, 2001, and December 31, 2000, was $1,988 and $13,552, respectively. The estimated fair value of this investment is based on the quoted market price. The carrying amounts reported in the balance sheets for the shareholder advance and the related interest payable at March 31, 2001, and December 31, 2000, approximate fair values because the maturities are less than one year in duration. -11- SIGNATURES ---------- May 15, 2001 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 /s/ Henri Hornby --------------------------- Henri Hornby President / Director /s/ Neil F. Hornby --------------------------- Neil F. Hornby Secretary / Treasurer / Director -12- -----END PRIVACY-ENHANCED MESSAGE-----