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 September 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 November 12, 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 |
Non-accelerated filer | o | Smaller reporting company | x |
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MANAGEMENT’S 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.
(A Development Stage Company)
Condensed Statements of Operations
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| Three months ended |
| Nine months ended |
| Period from |
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| Note |
| 2008 |
| 2007 |
| 2008 |
| 2007 |
| 2008 |
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| (Unaudited) |
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| (Unaudited) |
| (Unaudited) |
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| US$ |
| US$ |
| US$ |
| 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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| (18,224 | ) | (6,394 | ) | (40,055 | ) | (22,267 | ) | (170,055 | ) |
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Loss before income taxes |
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| (18,224 | ) | (6,394 | ) | (40,055 | ) | (22,267 | ) | (170,055 | ) |
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Income tax expense |
| 4 |
| — |
| — |
| — |
| — |
| — |
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Net loss and total comprehensive loss |
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| (18,224 | ) | (6,394 | ) | (40,055 | ) | (22,267 | ) | (170,055 | ) |
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Loss per share: |
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Basic |
| 5 |
| (0.00 | ) | (0.00 | ) | (0.00 | ) | (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 |
| 99,963,615 |
| 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.
(A Development Stage Company)
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| As of |
| As of |
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| September 30, |
| December 31, |
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| 2008 |
| 2007 |
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| (Unaudited) |
| (Audited) |
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| US$ |
| US$ |
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ASSETS |
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Current assets |
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Deposits and prepayments |
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| 8,250 |
| 10,875 |
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Total current assets |
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| 8,250 |
| 10,875 |
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Total assets |
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| 8,250 |
| 10,875 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Due to a stockholder |
| 6 |
| 135,625 |
| 88,450 |
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Accrued expenses |
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| 9,355 |
| 19,100 |
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Total current liabilities |
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| 144,980 |
| 107,550 |
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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 September 30, 2008 and December 31, 2007 |
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Issued and outstanding: |
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| — |
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No par value, 99,963,615 shares of common stock as of September 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 deficit before re-entering development stage |
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| (2,466,675 | ) | (2,466,675 | ) |
Accumulated deficit during development stage |
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| (170,055 | ) | (130,000 | ) |
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Total stockholders’ deficit |
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| (136,730 | ) | (96,675 | ) |
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Total liabilities and stockholders’ deficit |
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| 8,250 |
| 10,875 |
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The accompanying notes are an integral part of these condensed financial statements.
5
Pacific Vegas Global Strategies, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
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| Nine months ended |
| Period from |
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| 2008 |
| 2007 |
| 2008 |
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| (Unaudited) |
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Cash flows generated from operating activities |
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Net loss |
| (40,055 | ) | (22,267 | ) | (170,055 | ) |
Adjustment to reconcile net loss to net cash generated from operating activities: |
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Deposits and prepayments |
| 2,625 |
| (9,555 | ) | 62,298 |
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Due to a stockholder |
| 47,175 |
| 42,599 |
| 135,625 |
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Accrued expenses |
| (9,745 | ) | (10,777 | ) | (27,868 | ) |
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Net cash generated from operating activities |
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Net increase 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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| — |
| — |
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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.
(A Development Stage Company)
Notes to Condensed Financial Statements
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.
After the full discontinuance of the then business in 2005 and becoming a shell company, the Company has reentered the development stage since January 1, 2006 and has been reporting as a Development Stage Entity under FASB Statement No.7 – Accounting and Reporting by Development Stage Enterprises.
The Company has been in an inactive or non-operating status and remained as a shell company with its only activity of incurring non-operating expenses.
2. PREPARATION OF INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements as of September 30, 2008 and for the nine-month periods ended September 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 September 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 nine-month periods ended September 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.
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Pacific Vegas Global Strategies, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements
The accompanying condensed financial statements have been prepared in conformity with USGAAP, 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 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 stockholder 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 stockholder retains her 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 stockholder, and there can be no assurance that the financing from the principal stockholder will not be discontinued at any time.
Upon the expiry of an International Gaming License granted by the government of the Commonwealth of Dominica on December 6, 2004, the Board of Directors of the Company resolved to cease the then business due to significant losses incurred. After the full discontinuance of such business in 2005 and becoming a shell company, the Company has reentered the development stage since January 1, 2006 and has been reporting as a Development Stage Entity under FASB Statement No.7 – Accounting and Reporting by Development Stage Enterprises.
The Company is in an inactive or non-operating status and remained as a shell company with its only activity of incurring non-operating expenses.
3. RECENTLY ISSUED ACCOUNTING STANDARDS
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 financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS 159 has been effective for the Company on January 1, 2008. The adoption of this Statement is not expected to have a material effect on the Company’s financial statements.
In December 2007, the FASB issued SFAS No. 141R, Business Combinations (“SFAS 141R”), which broadens the guidance of SFAS No. 141, extending its applicability to all transactions
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Pacific Vegas Global Strategies, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements
3. RECENTLY ISSUED ACCOUNTING STANDARDS (CONTINUED)
and other events in which one entity obtains control over one or more other businesses. It broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations; and stipulated that acquisition related costs be expensed rather than included as part of the basis of the acquisition. SFAS 141R expands required disclosures to improve the ability to evaluate the nature and financial effects of business combinations. SFAS 141R is effective for all transactions entered into, on or after January 1, 2009. The adoption of this Statement is not expected to have a material effect on the Company’s financial statements.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51 (“SFAS 160”). SFAS 160 requires a noncontrolling interest in a subsidiary to be reported as equity and the amount of consolidated net income specifically attributable to the noncontrolling interest to be identified in the consolidated financial statements. SFAS 160 also calls for consistency in the manner of reporting changes in the parent’s ownership interest and required fair value measurement of any noncontrolling equity investment retained in a deconsolidation. SFAS 160 is effective on January 1, 2009. The adoption of this Statement is not expected to have a material effect on the Company’s financial statements.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities – An Amendment of SFAS No. 133 (“SFAS 161”). SFAS 161 expands the disclosure requirements in SFAS 133, regarding an entity’s derivative instruments and hedging activities. SFAS 161 is effective on January 1, 2009. The adoption of this Statement is not expected to have a material effect on the Company’s financial statements.
In May 2008, the FASB issued SFAS No. 162. The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). The new standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles for non-governmental entities. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company is currently evaluating the impact of the adoption of SFAS 162 on the Company’s financial statements.
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Pacific Vegas Global Strategies, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements
3. RECENTLY ISSUED ACCOUNTING STANDARDS (CONTINUED)
In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts, an interpretation of FASB Statement No. 60 (“SFAS 163”) to require that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation and clarifies how Statement 60 applies to financial guarantee insurance contracts. The adoption of this Statement is not expected to have a material impact on the Company’s financial statements.
In September 2008, the FASB issued FASB staff position No. 133-1 (FSP 133-1) and FIN 45-4, Disclosures about credit derivatives and Certain Guarantees – An amendment of SFAS 133 and FIN 45; and Clarification of the Effective Date of SFAS 161. FSP 13-1 and FIN 45-4 expand the disclosure requirement of credit derivatives and guarantees and are effective for reporting periods (annual or interim) ending after November 15, 2008. The adoption of these statements is not expected to have a material effect on the Company’s financial statements.
In October 2008, the FASB issued a FASB Staff Position No. FAS 157-3, Determining the Fair Value of a Financial Asset When the Market For That Assets Is Not Active (FSP 157-3), clarifies the application of SFAS 157 in a market that is not active. Besides, The FASB also issued a FASB Staff Position No. FAS 157-2, Effective Date of FAS 13 Statement No. 157, amending SFAS 157 for non financial assets and non financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis lat least annually, until fiscal years beginning after November 15, 2008, and interim period within these fiscal years. The adoption of these statements is not expected to have a material effect on the Company’s 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.
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Pacific Vegas Global Strategies, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements
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 STOCKHOLDER
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 September 30, 2008 and December 31, 2007, the Company had no material outstanding commitments 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 27A 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 three-months and nine-months period ended September 30, 2008.
Total expenses for the three months and nine-months period ended September 30, 2008 were US$18,224 and US$40,055 against US$6,394 and US$22,267 for the same period last year. Expenses represent professional fees and miscellaneous administrative expenses in the two periods.
2 Net Loss
Net loss for the three-months and nine-months period ended September 30, 2008 were US$18,224 and US$40,055 against a net loss of US$6,394 and US$22,267 a year before. The increases represent certain non-recurring expenses incurred during the periods.
3 Cashflows, Liquidity and Capital Resources
As at September 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 stockholder, which is unsecured and could be discontinued at any time.
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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 engages 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 stockholder 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 stockholder 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.
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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 September 30, 2008.
(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 of the end of September 30, 2008 and concluded that there was no change that materially affect the internal control over financial reporting cover by this report.
PART II | ||
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ITEM 1. | ||
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ITEM 1A. | ||
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| Not applicable | |
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ITEM 2. | ||
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| None | |
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ITEM 3. | ||
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| None | |
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ITEM 4. | ||
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| 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. | |
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ITEM 5. | ||
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| None | |
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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: | November 14, 2008 |
| By: | /s/ KWAN SIN YEE |
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| Kwan Sin Yee | |
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| 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 |
| TITLE |
| DATE |
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/s/ KWAN SIN YEE |
| President, Chief Executive Officer, |
| November 14, 2008 |
Kwan Sin Yee |
| Secretary and Director |
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/s/ KWAN SIN YEE |
| Chief Financial Officer |
| November 14, 2008 |
Kwan Sin Yee |
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