Velocity Energy 10QSB 2004 Q1 Quarterly report (small business)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

(x) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002

( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

EXCHANGE ACT

For the transition period from _____ to ______

Commission file number 0-29463

Ballistic Ventures, Inc.

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(Exact name of small business issuer as specified in its charter)

Delaware

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(State or other jurisdiction of incorporation or organization)

51-0392750

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(IRS Employer Identification No.)

100 Adelaide Street West #1302, Toronto, Canada M5H 1S3

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(Address of principal executive offices)

416-366-2856

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(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by

Section 13 or 15(d) of the Exchange Act during the past 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 ( ) No (X)

State the number of shares outstanding of each of the issuer's classes of

common equity, as of the latest practicable date. As of November 30, 2003 the

registrant had issued and outstanding 5,076,455 shares of common stock.

Transitional Small Business Disclosure Format (check one);

Yes ( ) No (x)

PART I - FINANCIAL INFORMATION

Page No.

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Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS

Condensed Balance Sheet at

September 30, 2002(unaudited) 2

Condensed Statements of Operations

for the Three Months ended September 30, 2002

and 2001 and June 1, 2000 (inception)

to September 30, 2002(unaudited) 3

Condensed Statements of Cash Flows for

the Three Months ended September 30, 2002

and 2001 and June 1, 2000 (inception)

to September 30, 2002(unaudited) 4

Notes to the Condensed Financial

Statements (unaudited) 5

Item 2. Management's Discussion and Analysis or Plan or Operation

Item 3. Controls and Procedures

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Item 2. Changes in Securities.

Item 3. Defaults Upon Senior Securities.

Item 4. Submission of Matters to a Vote of Security Holders.

Item 5. Other Information.

Item 6. Exhibits and Report on Form 8-K.

SIGNATURES

BALLISTIC VENTURES, INC.

(a development stage company)

CONDENSED BALANCE SHEET

(Unaudited)

ASSETS September 30,

2002

----------

&n bsp;

Total assets

$ 0

===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

Accounts payable

$ 6,000

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Total current liabilities 6,000

�� -----------

Stockholders' deficit:

Common stock, $.001 par value, 50,000,000 shares authorized,

5,076,455 shares issued and outstanding 5,076

Additional paid-in capital 167,952

Deficit accumulated during the development stage (179,028)

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Total stockholders' deficit (6,000)

-----------

$ 0

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The accompanying notes are an integral part of these condensed financial statements

BALLISTIC VENTURES, INC.

(a development stage company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

For the three For the three

June 1, 2000

months ended months ended

(inception) to

September 30, September 30,

September 30,

2002 2001

2002

-------------- -------------

--------------

Revenue $ - $ -

$ -

---------- ----------

--------------

Total revenue - -

---------- ----------

--------------

Selling, general and administrative expenses 3,499 3,816

72,699

Impairment of goodwill

- - -

97,997

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Total operating expenses 3,499 3,816

170,696

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Operating loss

(3,499) (3,816) (170,696)

- ---------- ---------- - -------------

Other income (expense):

Miscellaneous income _ -

2,298

Interest expense

(1,423) (1,354)

(10,630)

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--------------

(1,423) (1,354)

(8,332)

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Net loss $ (4,922) $ (5,170)

$ (179,028)

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=============

Net loss per share, basic and fully diluted $ (0.00) $ (0.00)

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Weighted average shares outstanding 5,076,455 5,076,455

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The accompanying notes are an integral part of these condensed financial statements

BALLISTIC VENTURES, INC.

(a development stage company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

For the three For the three

June 1, 2000

months ended months ended (date of inception)

September 30, September 30, to September 30,

2002 2001

2002

----------- ------------

---------------

&nbs p;

Cash flows from operating activities:

Net loss $ (4,922) $(5,170)

$(179,028)

Adjustments to reconcile net income to net cash

provided by (used in) operating activities:

Impairment loss on goodwill

97,997

Changes in assets and liabilities

Accounts receivable and other assets 2,500 -

1,271

Accounts payable

(2,855) (523)

(72,880)

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Net cash used in operations

(5,277) (5,693)

(152,640)

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Cash flows from financing activities:

Issuance of common stock

-- -

53,125

Proceeds from loan payable

5,277

5,678

100,130

Payments on short term debt -

(10,000)

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Net cash provided by financing activities 5,277 5,678

143,255

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Net (decrease) in cash

- (15)

(9,385)

Cash at beginning of period - 158

9,385

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Cash at end of period $ - $ 143

$ -

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Supplemental disclosure of cash flow information:

Cash paid during the period for interest $ - $ -

$ -

=========== ==========

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Cash paid during the period for taxes $ - $ -

$ -

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The accompanying notes are an integral part of these condensed financial statements

BALLISTIC VENTURES, INC.

(a development stage company)

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2002

Note 1 - Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions of Form 10-QSB and Article 310 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The preparation requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from these estimates. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered ne cessary for a fair presentation have been included. Operating results for the three month period ended September 30, 2002 are not necessarily indicative of the results that may be expected for the year ending June 30, 2003.

For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-KSB for the year ended June 30, 2002 as filed with the Securities and Exchange Commission.

Note 2 - Going Concern

The Company was in the development stage through September 30, 2002. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

On May 31, 2000, the predecessor of the Company discontinued all operations and the subsequent reorganized Company is inactive. As of September 30, 2002, the Company had a stockholders' deficit of $6,000 and a deficit accumulated during the development stage of $179,028. These factors raise substantial doubt about the Company's ability to continue as a going concern.

Management's plan to alleviate this issue is to raise capital and merge with a
viable business venture or operating company. The Company's continued existence is dependent upon management funding operations, locating and merging the Company into a viable business venture or operating company and raising sufficient capital. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 3 – Due to Related Party

As of July 1, 2002 Lines Overseas Management Limited elected to contribute the unpaid principal and interest of $94,852 to capital. In addition, advances during the quarter ended September 30, 2002 of $5,277 were also contributed to capital. The advances were used to pay the operating expenses of the Company.

Item 2. Management's Discussion and Analysis or Plan or Operation.

Forward-looking Statement and Information

The Company is including the following cautionary statement in this Form 10-QSB for any forward-looking statements made by, or on behalf of, the Company. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. Certain statements contained herein are forward-looking statements and, accordingly, involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company's expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitations, management's examination of historical operating trends, data contained in the Company's records and other data available from third par ties, but there can be no assurance that management's expectations, beliefs or projections will result or be achieved or accomplished.

Introduction

For the fiscal year ended June 30, 2002, our auditors in Note 3, of the financial statements, have noted that there is substantial doubt about our ability to continue as a going concern. Our existence is dependent upon management funding operations, locating and merging us into a viable operating company and raising sufficient capital. At this point in time it is impossible to state an amount of additional funding which we believe would remove the going concern opinion, as the Company is inactive at this time.

We do not have any business operations or assets. We have neither a history of earnings nor have we paid dividends. We are unlikely to realize earnings or pay dividends in the immediate or foreseeable future.

There is no assurance that we will be able to identify acquisitions, which will be profitable. We are actively exploring acquisition opportunities. Moreover, should we identify any assets or businesses and determine that an acquisition is warranted, we may not be able to finance the acquisition and additional funds may be required to meet such obligations.

Our prospects for the future rest with our management, and their ability to find a profitable business venture which can utilize our "shell" company.

We are proactive in reviewing potential projects that could potentially be a good fit for us.

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001

The Company is inactive at this time. Operational expenses during the three months ended September 30, 2002 and 2001 of $3,499 and $3,816 consisted primarily of professional fees necessary to complete certain corporate filings with the SEC.

PLAN OF OPERATION

We intend to fund operations by loans, capital contributions from affiliates, or selling debt or equity securities while locating and merging into a viable operating entity and raising sufficient capital.

LIQUIDITY AND CAPITAL RESOURCES

Since we are inactive, we have minimal operating expenses and limited liabilities.

At June 30, 2002, we owed $94,852 to Lines Overseas Management Limited for amounts advanced to us to pay our operating expenses. As of July 1, 2002, Lines Overseas Mangement Limited elected to contribute this amount to capital.

We were also informed that Lines Overseas Management would be withdrawing its undertaking, guarantees and commitments. Accordingly, we expect that we will have to

raise additional funds to cover our operating expenses. There is no guarantee we can raise additional funds in the future.

While we do not have any capital commitments, we have entered into a letter of intent for the proposed acquisition of River Capital Limited, a Bermuda-based company with substantial contacts and experience in the reinsurance industry. As part of the adopted business plan, our proposed Bermuda operation will seek registration as a Class 3 insurance company with the Bermuda insurance authorities. Upon obtaining this authority and raising at least $1.5 million for the proposed operations, we will complete the acquisition of River Capital Limited. Our present intentions are to sell debt or equity securities.

Critical Accounting Policies

Our accounting policies are fully described in Note 2 of the Notes to the Financial Statements for the year ended June 30, 2002, which were included in our Form 10-KSB as filed with the Securities and Exchange Commission. As discussed in Note 2, the preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such difference may be material to our financial statements. We believe that the following discussion addresses our Critical Accounting Policies.

Accounting for Contingencies - We accrue for contingencies in accordance with Statement of Accounting Standards ("SFAS") No. 5, "Accounting for Contingencies," when it is probable that a liability or loss has been incurred and the amount can be reasonably estimated. Contingencies by their nature relate to uncertainties that require our exercise of judgment both in assessing whether or not a liability or loss has been incurred and estimating the amount of probable loss.

We account for income taxes in accordance with SFAS No.109. Since we are in the development stage our deferred tax assets are not expected to be utilized in the future. We have provided a full valuation allowance against the assets.

Since the Company is in the development stage and is pursuing a merger with an operating entity, it is unknown what accounting policies it will need to apply.

Item 3. Controls and Procedures

The Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of September 30, 2002 (the “Evaluation Date”). Such evaluation was conducted under the supervision and with the participation of the Company’s Chief Executive Officer (“CEO”) and its Chief Financial Officer (“CFO”). Based upon such evaluation, the Company’s CEO and CFO have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective. There have been no significant changes in the Company’s internal controls over financial reporting that occurred during the Company’s most recent fiscal quarter, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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 a Vote of Security Holders.

None.

Item 5. Other Information.

None

Item 6. Exhibits and Report on Form 8-K.

(a) Exhibits.

No.

Description

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31.1

Rule 13a-14(a) Certification of Principal Executive Officer

31.2

Rule 13a-14(a) Certification of Chief Financial Officer

32.1

Section 1350 Certification of Principal Executive Officer

32.2

Section 1350 Certification of Chief Financial Officer

(b) Reports on Form 8-K.

During the three months ended September 30, 2002 the Company did not file

any reports on Form 8-K.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Ballistic Ventures, Inc.

Date: December 4, 2003

By: /s/ William Dickie

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William Dickie,

Secretary and Chief Financial Officer

Exhibit 31.1

RULE 13a-14(a) CERTIFICATION

I, Richard King, certify that:

I have reviewed this quarterly report on Form 10-QSB of Ballistic Ventures, Inc.;

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;

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 small business issuer as of, and for, the periods presented in this report;

The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

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 small business issuer, 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;

evaluated the effectiveness of the small business issuer’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

disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

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 small business issuer’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date:

December 4, 2003

/s/ Richard King

Richard King

Chairman (Principal Executive Officer)

Exhibit 31.2

RULE 13a-14(a) CERTIFICATION

I, William Dickie, certify that:

I have reviewed this quarterly report on Form 10-QSB of Ballistic Ventures, Inc.;

any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date:

December 4, 2003

/s/ William Dickie

William Dickie

Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ballistic Ventures, Inc. (the “Company”) on Form 10-QSB for the period ending September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard King, Chairman (Chief Executive Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Richard King

Richard King

Chairman (Chief Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ballistic Ventures, Inc. (the “Company”) on Form 10-QSB for the period ending September 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William Dickie, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William Dickie

William Dickie

Chief Financial Officer

Velocity Energy (VCYE) Inactive 10QSB2004 Q1 Quarterly report (small business)