United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2008
Commission file number 0-49701
PACIFIC VEGAS GLOBAL STRATEGIES, INC.
(Exact name of registrant as specified in its charter)
COLORADO |
| 84-1159783 |
(State or Other Jurisdiction of Incorporation or organization) |
| (IRS Employer Identification No.) |
16/F, Winsome House
73 Wyndham Street, Central, Hong Kong
(Address of principal executive offices)
(011) (852) 3154-9370
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) 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 o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES x NO o
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 99,963,615 shares of Common Stock with No Par Value, outstanding as at August 14, 2008.
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | o | Accelerated filer | o |
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| Non-accelerated filer | o | Smaller reporting company | x |
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MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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CERTIFICATIONS |
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All statements other than statements of historical fact presented in this quarterly report regarding our financial position and operating and strategic initiatives and addressing industry developments are forward-looking statements, where we or our management express an expectation or belief as to the future results. Such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statements of such expectation or belief will result or be achieved or accomplished. Actual results of operations may differ materially.
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PART I: FINANCIAL INFORMATION
Pacific Vegas Global Strategies, Inc.
Condensed Statements of Operations
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| Six months ended |
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| Note |
| 2008 |
| 2007 |
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| (Unaudited) |
| (Unaudited) |
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| US$ |
| US$ |
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Revenue |
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| — |
| — |
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Expenses |
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General and administrative expenses |
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| (21,832 | ) | (15,873 | ) |
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Loss before income taxes |
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| (21,832 | ) | (15,873 | ) |
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Income tax expense |
| 4 |
| — |
| — |
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Net loss |
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| (21,832 | ) | (15,873 | ) |
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Loss per share: |
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Basic |
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| (0.00 | ) | (0.00 | ) |
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Weighted average number of common stock outstanding |
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| 99,963,615 |
| 99,963,615 |
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The accompanying notes are an integral part of these condensed financial statements.
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Pacific Vegas Global Strategies, Inc.
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| As of |
| As of |
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| 2008 |
| 2007 |
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| US$ |
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ASSETS |
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Current assets |
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Deposits and prepayments |
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| 17,500 |
| 20,000 |
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Total current assets |
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| 17,500 |
| 20,000 |
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Total assets |
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| 17,500 |
| 20,000 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities |
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Due to a stockholder |
| 6 |
| 129,502 |
| 68,928 |
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Accrued expenses |
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| 6,505 |
| 13,340 |
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Total current liabilities |
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| 136,007 |
| 82,268 |
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Commitments and contingencies |
| 7 |
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Stockholders’ deficit |
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Common stock, |
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Authorized: |
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No par value, 500,000,000 shares of common stock as of June 30, 2008 and December 31, 2007 |
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Issued and outstanding: |
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No par value, 99,963,615 shares of common stock as of June 30, 2008 and December 31, 2007 |
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Additional paid-in capital |
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| 2,500,000 |
| 2,500,000 |
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Accumulated losses |
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| (2,618,507 | ) | (2,562,268 | ) |
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Total stockholders’ deficit |
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| (118,507 | ) | (62,268 | ) |
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Total liabilities and stockholders’ deficit |
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| 17,500 |
| 20,000 |
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The accompanying notes are an integral part of these condensed financial statements.
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Pacific Vegas Global Strategies, Inc.
Condensed Statements of Cash Flows
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| 2008 |
| 2007 |
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Cash flows from operating activities |
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Net loss |
| (21,832 | ) | (15,873 | ) |
Adjustment to reconcile net loss to net cash used in operating activities: |
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Deposits and prepayments |
| (6,625 | ) | (9,555 | ) |
Due to a shareholder |
| 41,052 |
| 30,833 |
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Accrued expenses |
| (12,595 | ) | (5,405 | ) |
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Net cash from operating activities |
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Net decrease in cash and cash equivalents |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
| — |
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The accompanying notes are an integral part of these condensed financial statements.
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1. ORGANIZATION AND PRINCIPAL ACTIVITIES
Pacific Vegas Global Strategies, Inc. (the “Company”), formerly known as Goaltimer International, Inc., was incorporated in Colorado on December 19, 1990.
The Company has been in an inactive or non-operating status since December 6, 2004, a shell company with its only activity that of incurring non-operating expenses.
2. PREPARATION OF INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements as of June 30, 2008 and for the six-month periods ended June 30, 2008 and 2007, have been prepared based upon Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods and include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the financial position, results of operations and cash flows as of June 30, 2008 and for all periods presented.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“USA”) have been condensed or omitted. These condensed financial statements should be read in conjunction with the audited financial statements and notes thereto in the Company’s Form 10-KSB for the year ended December 31, 2007. The results of operations for the six-month periods ended June 30, 2008 and 2007 are not necessarily indicative of the operating results to be expected for the full year.
The condensed financial statements and accompanying notes are presented in United States dollars and prepared in conformity with accounting principles generally accepted in the USA (“USGAAP”) which requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The accompanying condensed financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, a substantial doubt has been raised with regard to the ability of the Company to continue as a going concern, as it has no substantive operations and no cash or
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cash equivalents for any current expenses which may be required for its continuation as a going concern.
The Company has maintained no revenue-generating or cash in-flow operations since December 6, 2004 and has relied on cash injections from the principal shareholder of the Company, who has undertaken to finance the Company for a “reasonable” period of time for the Company to continue as a going concern, assuming that in such a period of time the Company would be able to restructure its business and restart on a revenue-generating operation and/or raise additional capital funds to support its continuation. However, the principal shareholder retains his right to discontinue such financing at her own discretion. It is uncertain as for how long or to what extent such a period of time would be “reasonable” to the discretion of the principal shareholder, and there can be no assurance that the financing from the principal shareholder will not be discontinued at any time.
Other than the private financing by cash in-flow from the shareholder, which is unsecured and could be discontinued at any time, the Company has currently preserved no sources of liquidity to support its continuation as a going concern.
These uncertainties may result in adverse effects on continuation of the Company as a going concern. The accompanying financial statements do not include or reflect any adjustments that might result from the outcome of these uncertainties.
3. ADOPTION OF NEW ACCOUNTING STANDARDS
In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (SFAS 157), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other existing accounting pronouncements that require or permit fair value measurement, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, SFAS 157 does not require any new fair value measurements. However, the application of this statement may change the current practice for fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The adoption of SFAS 157 does not have a material impact on its financial statements.
In February 2007, the FASB issued SFAS No. 159. “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159) which permits entities to choose measure
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financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS 159 will be effective for the Company on January 1, 2008. The adoption of SFAS 159 does not have a material impact on its financial statements.
4. INCOME TAXES
The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdictions in which each entity is domiciled. The Company did not make any tax provision in view of the losses incurred.
5. LOSS PER SHARE
Basic loss per common share is based on the weighted average number of common stock outstanding during each period.
The Company had no potential common stock instruments with a dilutive effect for any period presented and therefore basic and diluted earnings per share are the same.
6. DUE TO A SHAREHOLDER
The amount due is unsecured, interest-free and repayment on demand. The fair value of advances from stockholder, which are interest-free, cannot be estimated reliably due to the relationship between the stockholder and the Company.
7. COMMITMENTS AND CONTINGENCIES
As of June 30, 2008 and December 31, 2007, the Company had no material outstanding commitment and contingencies.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our presentation in this Management’s Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements within the meaning of Section 27 A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on management’s current projections or expectations with regard to the future operations of business. Such projections or expectations are expressed in good faith and believed to have a reasonable basis, but there can be no assurance that such projections or expectations will prove to be correct or accurate, and as a result of certain risks and uncertainties, actual results of operations may differ materially.
1 Revenue and Expenses
The Company has remained in an inactive and non-operating status since December 6, 2004. There was no active business operated and no revenue earned by the Company for the quarterly period ended June 30, 2008.
Total expenses for the period ended June 30, 2008 were US$21,832 against US$15,873 for the same period last year. Expenses represent professional fees and miscellaneous administrative expenses in the two periods.
2 Net Income/Loss
Net loss for the quarter ended June 30, 2008 was US$21,832 against a net loss of US$15,873 a year before.
3 Cashflows, Liquidity and Capital Resources
As at June 30, 2008 and December 31, 2007, the balance of cash and cash equivalents for the Company was nil. The Company has currently retained no sources of liquidity other than the private financing by cash inflow from the principal shareholder, which is unsecured and could be discontinued at any time.
4 Plan of Operation
The Company has been in non-operating status and remains as a shell company since December 6, 2004. The Company has planned for a reorganization to acquire sufficient capital funds and engage
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into a selected business. However, there can be no assurance as to when or whether the Company will be able to accomplish this plan.
5. Going Concern
The Company has relied on the private financing by cash inflow from the principal shareholder of the Company, who has undertaken to finance the Company in cash for a “reasonable” period of time for the Company to continue as a going concern, assuming that in such a period of time the Company would be able to restructure its business and restart on a revenue-generating operation and/or raise additional capital funds to support its continuation. However, it is uncertain as for how long or to what extent such a period of time would be “reasonable”, and there can be no assurance that the financing from the principal shareholder will not be discontinued.
These uncertainties may result in adverse effects on continuation of the Company as a going concern. The accompanying financial statements do not include or reflect any adjustments that might result from the outcome of these uncertainties.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is not exposed to currencies fluctuation or exchange risk as it has been in an inactive or non-operating status since December 6, 2004. The Company has remained as a shell company with its only activity that of incurring non-operating expenses.
ITEM 4. CONTROLS AND PROCEDURES
Not applicable.
ITEM 4T. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-l5(e) and Rule 15d-15(e) under the Exchange Act, the management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as at the end of the quarterly period, and based upon that evaluation, management concluded that our disclosure controls and procedures were effective, as of the end of June 30, 2008.
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(b) Changes in Internal Controls
Pursuant to Rule 13a-l5(d) and Rule 15d-15(d) under the Exchange Act, the management has evaluated the Company’s internal control over financial reporting as at the end of June 30, 2008 and concluded that there was no change that materially affect the internal control over financial reporting covered by this report.
None
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the quarter of the fiscal year covered by this report to a vote of security holders through the solicitation of proxies or otherwise.
None
(a) The following exhibits are filed herewith:
Exhibit 31.1 |
| Certification of Chief Executive Officer pursuant to Rule 13a-14(a) |
Exhibit 31.2 |
| Certification of Chief Financial Officer pursuant to Rule 13a-14(a) |
Exhibit 32.1 |
| Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350 |
Exhibit 32.2 |
| Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350 |
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In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PACIFIC VEGAS GLOBAL STRATEGIES, INC.
Registrant
Date: | August 14, 2008 |
| By: | /s/ KWAN SIN YEE |
| Kwan Sin Yee | |||
| President and Chief Executive Officer | |||
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
NAME |
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/s/ KWAN SIN YEE |
| President, Chief Executive Officer, |
| August 14, 2008 | |
Kwan Sin Yee |
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| Secretary and Director |
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/s/ KWAN SIN YEE |
| Chief Financial Officer |
| August 14, 2008 | |
Kwan Sin Yee |
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