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, 2021
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.) |
Room 2, LG/F., Kai Wong Commercial Building,
222 Queen’s Road, Central, Hong Kong
(Address of principal executive offices)
(011) (852) 3154-9370
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
| Common stock, no par value per share | PVEG | OTC Pink |
Indicate by 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 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 ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES ¨ NO x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer” ,“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | x |
| Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES x NO ¨
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 99,963,615 shares of Common Stock with No Par Value, outstanding as at November 15, 2021
TABLE OF CONTENTS
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Pacific Vegas Global Strategies, Inc.
Unaudited Condensed Statements of Operations
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Revenue | - | - | - | - | ||||||||||||
| Expenses | ||||||||||||||||
| General and administrative expenses | (9,440 | ) | (11,948 | ) | (30,342 | ) | (34,224 | ) | ||||||||
| Loss before income tax | (9,440 | ) | (11,948 | ) | (30,342 | ) | (34,224 | ) | ||||||||
| Income tax expense | - | - | - | - | ||||||||||||
| Net loss | (9,440 | ) | (11,948 | ) | (30,342 | ) | (34,224 | ) | ||||||||
| Loss per share of common stock: | ||||||||||||||||
| Basic and diluted | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||
| Weighted average number of common stock outstanding – basic and dilued | 99,963,615 | 99,963,615 | 99,963,615 | 99,963,615 | ||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
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Pacific Vegas Global Strategies, Inc.
Unaudited Condensed Balance Sheets
| As of | As of | |||||||
| September 30, | December 31, | |||||||
| 2021 | 2020 | |||||||
| US$ | US$ | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Deposits and prepayments | 2,500 | 10,000 | ||||||
| Total current assets | 2,500 | 10,000 | ||||||
| Total assets | 2,500 | 10,000 | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Due to a stockholder | 847,401 | 820,159 | ||||||
| Accrued expenses | 12,300 | 16,700 | ||||||
| Total current liabilities | 859,701 | 836,859 | ||||||
| Total liabilities | 859,701 | 836,859 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ deficit | ||||||||
| Common stock, no par value, 500,000,000 shares authorized, 99,963,615 shares issued and outstanding | 2,500,000 | 2,500,000 | ||||||
| Accumulated deficit | (3,357,201 | ) | (3,326,859 | ) | ||||
| Total stockholders’ deficit | (857,201 | ) | (826,859 | ) | ||||
| Total liabilities and stockholders’ deficit | 2,500 | 10,000 | ||||||
The accompanying notes are an integral part of these condensed financial statements.
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Pacific Vegas Global Strategies, Inc.
Unaudited Condensed Statements of Cash Flows
| Nine months ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| US$ | US$ | |||||||
| Cash flows used in operating activities | ||||||||
| Net loss | (30,342 | ) | (34,224 | ) | ||||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in working capital: | ||||||||
| Deposits and prepayments | 7,500 | 10,000 | ||||||
| Accrued expenses | (4,400 | ) | (9,540 | ) | ||||
| Net cash used in operating activities | (27,242 | ) | (33,764 | ) | ||||
| Cash flows provided by financing activities | ||||||||
| Advances from a stockholder | 27,242 | 33,764 | ||||||
| Net cash provided by financing activities | 27,242 | 33,764 | ||||||
| Net change in cash and cash equivalents | - | - | ||||||
| Cash and cash equivalents at beginning of period | - | - | ||||||
| Cash and cash equivalents at end of period | - | - | ||||||
The accompanying notes are an integral part of these condensed financial statements.
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Pacific Vegas Global Strategies, Inc.
Notes to Unaudited 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.
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, the Company has been a shell company since January 1, 2006.
The Company has been in an inactive or non-operating status since December 6, 2004 and remains a shell company with only administrative activity.
2. PREPARATION OF INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements as of September 30, 2021 and for the three and nine months then ended 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) considered necessary to make the financial statements not misleading. Information as of December 31, 2020 was derived from the audited financial statements of the Company for the year ended December 31, 2020.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) 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-K for the year ended December 31, 2020. The results of operations for the nine months ended September 30, 2021 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 US GAAP 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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The Company had a negative working capital and a stockholders’ deficit of US$857,201 as of September 30, 2021. The accompanying condensed financial statements have been prepared in conformity US GAAP, 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 the Company had total liabilities in excess of its total assets and maintained no revenue-generating operations since December 6, 2004.
In light of the situation, the Company has been contemplating practical plans for a business restructuring and/or possible arrangements to raise additional capital funds to support its continuation as a going concern, but there can be no assurance that the Company will be successful in procuring of such efforts.
The principal stockholder of the Company, who is also the sole director of the Company, 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 as a going concern. However, the principal shareholder retains her right to discontinue such financing at her own discretion in case the Company is unable to accomplish these goals in such reasonable period of time. It is uncertain as for how long or to what extent such a period of time would be “reasonable” in the discretion of the principal stockholder, and there can be no assurance that the financing from the principal shareholder will not be discontinued at any time.
These uncertainties may result in adverse effects on continuation of the Company as a going concern. The accompanying financial statements do not reflect any adjustments that might result from the outcome of these uncertainties.
3. RECENTLY ISSUED ACCOUNTING STANDARDS
As of the date that this quarterly report is filed, there are no recently issued accounting pronouncements whose adoption would have a material impact on the Company’s financial statements.
4. INCOME TAXES
Subject to the provision of ASC Topic 740, the Company has analyzed its filing position in the jurisdictions where it is subject to income tax. The Company had identified the United States (“U.S.”) as the jurisdiction in which it is subject to income tax. Based on the evaluations noted above, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. As of September 30, 2021 and December 31, 2020, the Company has not recognized tax benefits or accruals for the potential payment or interest and penalties. The Company is subject to examination by U.S. federal authorities.
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5. LOSS PER SHARE
Basic loss per common share is calculated based on the weighted average number of common shares outstanding during each period presented.
The Company had no potential common stock instruments with a dilutive effect for any period presented and therefore basic and diluted loss per share are the same.
6. DEPOSITS AND PREPAYMENTS
The amount represents a retainer fee paid in advance to the Company’s lawyer.
7. DUE TO A STOCKHOLDER
The amount due is unsecured, interest-free and repayable on demand.
8. COMMITMENTS AND CONTINGENCIES
The Company was delinquent in filing its U.S. Federal tax returns and information forms for numerous years. Although for all of such years the Company incurred losses and would not owe taxes except for minimum fees to Colorado, the failure to file may have resulted in interest and penalties imposed upon the Company which would have a material adverse effect upon the Company’s financial condition. In 2019, the Company filed past due U.S. income tax returns and information forms for 2011 through 2018 under the Delinquent International Information Return Submission Procedure (“DIIRSP”) program of the Internal Revenue Service, which provides abatement of potential penalties and interest that could have been assessed for those years. As a result, as of September 30, 2021, the Company does not foresee significant liabilities arising for these years. The Company’s income tax returns for all the lapsed years are subject to examination by the Internal Revenue Service from the date they were filed under the DIIRSP.
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9. FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC Topic 825, “Financial Instruments’, requires disclosing fair value to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheets. The fair values of the financial instruments are not necessarily representative of the amount that could be realized or settled.
The Company’s financial instruments consist of deposits and prepayments and accrued expenses which are carried at amounts that generally approximate their fair values because of the short-term maturity of these instruments.
It is not practicable to estimate the fair value of the amount due to a stockholder due to its related party nature.
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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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 ended September 30, 2021 and 2020.
Total expenses for the three months and nine months ended September 30, 2021 were US$9,440 and US$30,342 against US$11,948 and US$34,224 for the same period last year. Expenses represent professional fees and miscellaneous administrative expenses in these periods.
2 Net Loss
Net loss for the three months and nine months ended September 30, 2021 was US$9,440 and US$30,342 against a net loss of US$11,948 and US$34,224 for the same periods last year.
3 Cashflows, Liquidity and Capital Resources
As of September 30, 2021 and December 31, 2020, 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 inflows 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 maintained its status as a non-operating shell company since December 6, 2004. The Company has been contemplating practical plans for a business restructuring and/or possible arrangements to raise capital funds to support its continuation as a going concern, but there can be no assurance that the Company will be successful in procuring such efforts.
5. Going Concern
The Company has relied on the private financing from its principal shareholder and has been contemplating practical plans for a business restructuring and/or possible arrangements to raise additional capital funds to support its continuation as a going concern, but there can be no assurance that the Company will be successful in its efforts.
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 maintained its status as a non-operating shell company since December 6, 2004. The Company has been contemplating practical plans for a business restructuring and/or possible arrangements to raise additional capital funds to support its continuation as a going concern, but there can be no assurance that the Company will be successful in its efforts.
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| ITEM 4 | 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 September 30, 2021.
| (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 September 30, 2021 and concluded that there was no change that materially affects the internal control over financial reporting covered by this report.
| PART II | OTHER INFORMATION |
| ITEM 1. | LEGAL PROCEEDINGS |
| None |
| ITEM 1A. | RISK FACTORS |
| Not applicable |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
| None |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
| None |
| ITEM 4. | MINE SAFETY DISCLOSURES |
| Not applicable |
| ITEM 5. | OTHER INFORMATION |
| None |
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| ITEM 6. | EXHIBITS |
The following exhibits are filed herewith:
Pursuant to the requirements of the Securities Exchange Act in 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PACIFIC VEGAS GLOBAL STRATEGIES, INC.
Registrant
| NAME | TITLE | DATE | ||
| /s/ KWAN SIN YEE | President, Chief Executive Officer, | November 15 , 2021 | ||
| Kwan Sin Yee | Secretary and Director | |||
| /s/ KWAN SIN YEE | Chief Financial Officer | November 15 , 2021 | ||
| Kwan Sin Yee |
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