-----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, WYSSzm+tshv4Na9kcmcS10Qd6t9sWJHsNpF4iaXFpwBl2UBwZHE62DN89dwXGgZz 3uiDEQXOWztiiHXU77aIWA== 0001072613-03-001767.txt : 20031110 0001072613-03-001767.hdr.sgml : 20031110 20031110135255 ACCESSION NUMBER: 0001072613-03-001767 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030930 FILED AS OF DATE: 20031110 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: 03987693 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_12284.txt FORM 10-Q (QTR. ENDED 09/30/03) ================================================================================ 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, 2003 [_] 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 incorporation or organization) Identification No.) 3653 Hemlock Court Reno, Nevada 89509 --------------------- ---------- (Address of principal (Zip Code) executive offices) (775)378-2636 ----------------------------- (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 November 10, 2003 was 2,081,152. ================================================================================ ADVEN, INC. FINANCIAL STATEMENTS SEPTEMBER 30, 2002 TABLE OF CONTENTS ----------------- Balance Sheets...............................................................2 Statements of Operations and Other Comprehensive Loss........................3 Statements of Cash Flows.....................................................4 Notes to Financial Statements................................................5 1 ADVEN, INC. BALANCE SHEET ------------- September 30, 2003 (unaudited) ASSETS ------ CURRENT ASSETS Cash $ 623 Prepaid legal fees 211 ------------ Total current assets 834 ------------ OTHER ASSETS Investment 33 Deferred tax asset (net) -- ------------ Total other assets 33 ------------ FIXED ASSETS Computer equipment 2,390 Accumulated depreciation (1,909) ------------ Total fixed assets 481 ------------ Total assets $ 1,348 ============ LIABILITIES AND STOCKHOLDERS' DEFICIT ------------------------------------- CURRENT LIABILITIES Accounts payable $ 2,037 Accrued interest 1,026 Shareholder advances 15,181 ------------ Total current liabilities 18,244 ------------ COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' DEFICIT Common stock, $.0001 par value, 20,000,000 shares authorized, 1,157,267 shares issued and outstanding 116 Additional paid-in-capital 1,205,161 Accumulated deficit (1,222,173) ------------ Total stockholders' deficit (16,896) ------------ Total liabilities and stockholders' deficit $ 1,348 ============ SEE NOTES TO THE INTERIM FINANCIAL STATEMENTS 2 ADVEN, INC. STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS ----------------------------------------------------- For the Nine Months and the Three Months Ended September 30, 2003, and 2002 (unaudited)
FOR THE NINE MONTHS ENDED FOR THE THREE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------------- ----------------------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------ REVENUE $ -- $ -- $ -- $ -- - ------- EXPENSES - -------- General and administrative expenses (3,617) (3,175) (929) (987) Accounting fees (4,300) (3,550) (1,000) (800) Depreciation expense (207) (344) (69) (115) ------------ ------------ ------------ ------------ Net loss before interest expense and income taxes (8,124) (7,069) (1,998) (1,902) Interest expense (689) (824) (298) (121) ------------ ------------ ------------ ------------ Net loss before income taxes (8,813) (7,893) (2,296) (2,023) Provision for income taxes -- -- -- -- ------------ ------------ ------------ ------------ Net loss (8,813) (7,893) (2,296) (2,023) ------------ ------------ ------------ ------------ OTHER COMPREHENSIVE LOSS - ------------------------ Unrealized gain (loss) on securities (net) -- (51) -- 9 ------------ ------------ ------------ ------------ Comprehensive loss $ (8,813) $ (7,944) $ (2,296) $ (2,014) ============ ============ ============ ============ Loss per share - basic and diluted $ (0.01) $ (0.00) $ (0.00) $ (0.00) ============ ============ ============ ============ Weighted average shares outstanding - basic and diluted 1,157,267 935,500 1,157,267 1,157,267 ============ ============ ============ ============
SEE NOTES TO THE INTERIM FINANCIAL STATEMENTS 3 ADVEN, INC. STATEMENTS OF CASH FLOWS ------------------------ For the Nine Months Ended September 30, 2003 and 2002 (unaudited)
SEPTEMBER 30, SEPTEMBER 30, 2003 2002 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES - ------------------------------------ Net loss (8,813) (7,893) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation expense 207 344 Increase in accounts payable 186 126 Increase in accrued interest 689 824 ------------ ------------ Net cash used in operating activities (7,731) (6,599) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES - ------------------------------------ Proceeds from shareholder advances 7,666 7,250 ------------ ------------ Net cash provided by financing activities 7,666 7,250 ------------ ------------ Net increase (decrease) in cash and cash equivalents (65) 651 Cash and cash equivalents at December 31, 2002 and 2001 688 67 ------------ ------------ Cash and cash equivalents at September 30, 2003 and 2002 623 718 ============ ============
SUPPLEMENTARY INFORMATION AND NON CASH TRANSACTIONS - --------------------------------------------------- During the nine months ended September 30, 2003 and 2002, no amounts were paid for interest or income taxes In April 2002 the Company issued 665,300 shares of its common stock to retire $28,819 of the shareholder advances and $4,446 of related interest. SEE NOTES TO THE INTERIM FINANCIAL STATEMENTS 4 ADVEN, INC. NOTES TO THE INTERIM FINANCIAL STATEMENTS ----------------------------------------- September 30, 2003 (unaudited) 1. BASIS OF PRESENTATION --------------------- The accompanying unaudited interim financial statements of Adven, Inc. (the "Company") have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America, pursuant to the Securities and Exchange Commission rules and regulations. In management's opinion, all adjustments necessary for a fair presentation of the results for the interim periods have been reflected in the interim financial statements. The results of operations for any interim period are not necessarily indicative of the results for a full year. All adjustments to the financial statements are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Such disclosures are those that would substantially duplicate information contained in the most recent audited financial statements of the Company, such as significant accounting policies and stock options. Management presumes that users of the interim statements have read or have access to the audited financial statements and notes thereto included in the Company's most recent annual report on Form 10-KSB. GOING CONCERN ------------- 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. 2. RECENT ACCOUNTING PRONOUNCEMENTS -------------------------------- In April 2003 the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 149 (SFAS 149) "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS 149, which amends and clarifies existing accounting pronouncements, SEE NOTES TO THE INTERIM FINANCIAL STATEMENTS 5 ADVEN, INC. NOTES TO THE INTERIM FINANCIAL STATEMENTS ----------------------------------------- September 30, 2003 (unaudited) addresses financial accounting and reporting for derivative or other hybrid instruments. This Statement requires that contracts with comparable characteristics be accounted for similarly. This Statement is effective for contracts entered into or modified after September 30, 2003. The Company does not expect the adoption of SFAS 149 to have any impact on the financial statements. In May 2003 the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," which is effective at the beginning of the first interim period beginning after March 15, 2003. SFAS No. 150 establishes standards for the Company's classification of liabilities in the financial statements that have characteristics of both liabilities and equity. The Company believes the adoption of SFAS No. 150 will have no effect on the Company's financial position or results of operations. 3. 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 September 30, 2003, the outstanding advance balance was $15,181, and related accrued interest was $1,026. Related party interest expense incurred by the Company for the quarter ended September 30, 2003, was $298. 4. CAPITAL STOCK ------------- In May 2003 the Company authorized a reverse stock split of 10:1 shares of its common stock. The company retained the authorized number of shares and the par value of the common stock 6 SIGNATURES ---------- 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 November 10, 2003 President / Director /s/ Sheila Ledrew --------------------------- Sheila Ledrew November 10, 2003 Director 7 EX-31.1 3 exh31-1_12284.txt EXHIBIT 31.1 ------------ CERTIFICATION OF CHIEF EXECUTIVE OFFICER UNDER SECTION 302 OF THE SARBANES-OXLEY ACT I, Henri Hornby, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Adven, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Henri Hornby ------------------------------------ Henri Hornby President Dated: November 10, 2003 EX-31.2 4 exh31-2_12284.txt EXHIBIT 31.2 ------------ CERTIFICATION OF CHIEF FINANCIAL OFFICER UNDER SECTION 302 OF THE SARBANES-OXLEY ACT I, Henri Hornby, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Adven, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Henri Hornbi ------------------------------------- Henri Hornbi Chief Financial Officer Dated: November 10, 2003 EX-32.1 5 exh32-1_12284.txt EXHIBIT 32.1 ------------ CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. ss.1350, I, the undersigned President (principal executive officer) of Adven, Inc. (the "Company"), hereby certify that this Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Henri Hornby ------------------------------------ Henri Hornby President (Principal Executive Officer) Dated: November 10, 2003 THE FOREGOING CERTIFICATION IS BEING FURNISHED SOLELY PURSUANT TO 18 U.S.C. SS.1350 AND IS NOT BEING FILED AS PART OF THE REPORT OR AS A SEPARATE DISCLOSURE DOCUMENT. EX-32.2 6 exh32-2_12284.txt EXHIBIT 32.2 ------------ CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. ss.1350, I, the undersigned Chief Financial Officer (principal financial officer) of Adven, Inc. (the "Company"), hereby certify that this Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Henri Hornby ------------------------------------ Henri Hornby Chief Financial Officer (Principal Financial Officer) Dated: November 10, 2003 THE FOREGOING CERTIFICATION IS BEING FURNISHED SOLELY PURSUANT TO 18 U.S.C. SS.1350 AND IS NOT BEING FILED AS PART OF THE REPORT OR AS A SEPARATE DISCLOSURE DOCUMENT. -----END PRIVACY-ENHANCED MESSAGE-----