UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended:March 31, 2008.
[ ] Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Ac of 1934
For the transition period from to
Commission File Number: 000-52514
ACTAVISION VENTURES, INC.
__________________________________________________
(Exact name of Small Business Issuer as specified in its charter)
Delaware To be applied
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
30990 Huntsman Dr. East, Farmington, MI 48331
(Address of principal executive offices) (Postal or Zip Code)
Issuer's telephone number, including area code: 248-318-3810
Indicated by check 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 issuer 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer"," accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ](Do not Small reporting company [x]
check if smaller reporting company)
1
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ x ] No [ ]
State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 31,340,000 shares of common stock with par value of $0.0001 per share outstanding as of May 15, 2008.
TABLE OF CONTENTS
TO QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED MARCH 31, 2008
Part I – FINANCIAL INFORMATION
Page
Item 1. Financial Statements
Consolidated Balance Sheets
3
Consolidated Statement Of Operations
4
Consolidated Statement Of Shareholders' Equity
5
Consolidated Statement of Cash Flows
6
Condensed Notes to Consolidated Financial Statement
7
Item 2. Management's Discussion And Analysis Of Financial
Condition And Results Of Operation
10
Item 3 Quantitative And Qualitative Disclosure About Market Risk 14
Item 4T. Controls and Procedures
14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
14
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds 14
Item 3. Defaults Upon Senior Securities
14
Item 4. Submission of Matters to a Vote of Security Holders
15
Item 5. Other Information
15
Item 6. Exhibits
15
2
Part I – FINANCIAL INFORMATION
Item 1. Financial Statements
Actavision Ventures INC Consolidated Balance Sheet
As of March 31, 2008 and December 31, 2007
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Cash |
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Total Current Asset |
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Investment |
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Property |
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Intangible Assets |
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Total Assets |
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Liability and Shareholders equity |
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Current Liability |
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Accounts payable |
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Total Liabilities |
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Shareholders' Equity Preferred stock ( $.0001 par value 20,000,000 shares authorized, none o/s) |
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Common shares w/ Par value $0.0001 |
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31,340,000 o/s | $ 3,134 |
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Earning(Deficit) accumulated | $ (3,134) |
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Total Shareholders' Equity |
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Total Liabilities and Shareholders' Equity | $ - |
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Three Months Ended March 31, 2008 and 2007 Periods and |
From January 9, 2007 (Inception) Through March 31, 2008 |
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Revenue |
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Gross Profits |
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Operating expenses |
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Selling expenses |
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General and administration expenses | $ - |
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Income (loss) from operation | $ - |
| $ (3,134) |
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Other income (expenses) |
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| $ (3,134) |
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Interests expenses |
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Income tax |
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Net income (loss) |
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| $(3,134) |
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Basic and diluted net earning, 31,340,000 |
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Shares O/S | $ - |
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| Consolidated Statement Of Changes In Stockholders' Equity | |||||||||||||
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Issuance of Common Stock w/par | 31,340,000 | $ 3,134 |
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Net Profits (Loss) |
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Balance, March 31,2007 |
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(Audited) |
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Net Profits (Loss) |
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Balance, December 31, 2007 |
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(unaudited) |
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Net Profits (Loss) |
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Balance, March 31, 2008 |
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(unaudited) |
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| Three Months Ended March 31, 2008 and 2007 Periods and | ||||||||||
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Cash Flow from operating activities |
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Net Income (Loss) |
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Net cash provided by operating activity | $ - | $(3,134) | $(3,134) | |||||||||
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Cash flows from investing activities | $ - |
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Cash flows from financing activities |
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Proceeds from sale of floating common stock | $ - | $ 3,134 | $ 3,134 | |||||||||
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Net cash provided by financing activities | $ - | $ 3,134 | $ 3,134 | |||||||||
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Net Increase in Cash |
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Cash, beginning at the period | $ - | $ - | $ - | |||||||||
Cash, end at the period |
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6
<PAGE>
Actavision Ventures Inc.
NOTES TO FINANCIAL STATEMENTS
March 31, 2008
1. ORGANIZATIONS AND DESCRIPTION OF BUSINESS
Actavision Ventures, Inc. (the "Company") was incorporated under the laws of the State of Delaware on January 9, 2007 and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The Company's financial statements are prepared using the accrual method of accounting. The Company has selected a December 31 year-end.
Basic Earnings Per Share
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No.128 effective April 26, 2006 (date of inception).
Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of diluted items in the Company.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Revenue Recognition
7
The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectible is reasonably assured. This typically occurs when the services are rendered.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In accordance with FASB 16 all adjustments are normal and recurring.
Income Taxes
Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis. The Company had minimal operations during the period from January 9, 2007 (date of inception) to March 31, and has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.
4. WARRANTS AND OPTIONS
8
There are no warrants or options outstanding to acquire any additional shares of common stocks.
5. RELATED PARTY TRANSACTIONS
None
6. INCOME TAXES
As of March 31, 2008
Deferred tax assets:
Net operating tax carry forwards $ 0
Other 0
Gross deferred tax assets 0
Valuation allowance (0)
Net deferred tax assets $ 0
Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.
7. NET OPERATING LOSSES
As of March 31, 2008, the Company has a net operating loss carryforward of $ 3,134, including $0 generated in this quarter. Net operating loss carryforward expires twenty years from the date the loss was incurred.
9
8. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable.
Upon formation, the Board of Directors issued 31,340,000 shares of common stock for $3,134 in services to the founding shareholder of the Company to fund organizational start-up costs.
On September 30, 2007, 100% of Actavision Ventures, Inc. shares of common stock were bought in a private sale at the price of $45,000. The number of shares issued and outstanding has been unchanged since the company’s inception.
9. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes of capital stock as of this date of reporting:
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Common stock, $ 0.0001 par value: 250,000,000 shares authorized; 31,340,000 shares issued and outstanding.
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Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized; but not issued and outstanding.
Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operation
FORWARD-LOOKING STATEMENTS:
This Form 10-Q includes "forward-looking statements" within the meaning of Section 21E of the Exchange Act. These forward-looking statements are based on our current goals, plans, expectations, assumptions, estimates and predictions about the Company. When used in this Form 10-Q, the words "plan", "believes," "continues," "expects," "anticipates," "estimates," "intends", "should," "would," "could," or "may," and similar expressions are intended to identify forward looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or growths to be materially different from any future results, events or growths expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from our expectatio ns include, but are not limited to, Chinese government policy or rule changes, market conditions, competition and the ability to successfully complete financing.
10
Plan of Operation:
Actavision Ventures, Inc. (the "Company") was organized on January 9, 2007, as a blank check or shell company under the Laws of the State of Delaware. The Company does not currently engage in any business activities that provide cash flow. From inception, the primary activity of the Company has been directed towards organizational efforts, compliance matters and locating potential merger or acquisition candidates.
The Company has registered its Common Stock on a Form 10-SB registration statement filed pursuant to the Securities Exchange Act of 1934 (the Exchange Act) and Rule 12(g) thereof. The Company files with the U.S. Securities and Exchange Commission periodic reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports on Form 10-KSB.
The Company was formed to engage in a merger with or acquisition of an unidentified private company, which desires to become a reporting (public) company whose securities are qualified for trading in the United States secondary market. The Company meets the definition of a blank check company contained in Section 7(b)(3) of the Securities Act of 1933, as amended.
The Company believes that there are perceived benefits to being a reporting company with a class of publicly-traded securities which may be attractive to foreign and domestic private companies.
These benefits are commonly thought to include:
1. the ability to use registered shares to make acquisition of assets or businesses;
2. increased visibility in the financial community;
3. the facilitation of borrowing from financial institutions;
4. improved trading efficiency;
5. shareholder liquidity;
6. greater ease in subsequently raising capital;
7. compensation of key employees through options for stock for which there is a public market;
8. enhanced corporate image; and,
9. a presence in the United States capital market.
A private company, which may be interested in a business combination with the Company, may include the following:
1. a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses;
2. a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it;
3. a company which wishes to become public with less dilution of its Common Stock than would occur normally upon an underwriting;
4. a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public;
5. a foreign company which may wish an initial entry into the United States securities market;
6. a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan; and,
7. a company seeking one or more of the other benefits believed to attach to a public company.
The Company is authorized to enter into a definitive agreement with a wide variety of private businesses without limitation as to their industry or revenues. It is not possible at this time to predict with which private company, if any, the Company will enter into a definitive agreement or what will be the industry, operating history, revenues, future prospects or other characteristics of that company.
As of the date hereof, management of the Company has not made any final decision for a business combination with any private corporations, partnerships or sole proprietorships. When any such agreement is reached or other material fact occurs, the Company will file notice of such agreement or fact with the U.S. Securities and Exchange Commission on Form 8-K. Persons reading this Form 10-Q are advised to see if the Company has subsequently filed a Form 8-K.
There is presently no trading market for the Company's common stock and no market may ever exist for the Company's common stock. The Company plans to apply for a corporate CUSIP # for its common stock and to assist broker-dealers in complying with Rule 15c2-11 of the Securities Exchange Act of 1934, as amended, so that such brokers can trade the Company's common stock in the Over-The-Counter Electronic Bulletin Board (the "OTC Bulletin Board" or “OTCBB”) after the Company is no longer classified as a "blank check" or shell company, as defined by the U.S. Securities and Exchange Commission. There can be no assurance to investors that any broker-dealer will actually file the materials required in order for such OTC Bulletin Board trading to proceed.
The U.S. Securities and Exchange Commission has adopted a rule (Rule 419) which defines a blank-check company as (i) a development stage company, that is (ii) offering penny stock, as defined by Rule 3a51-1, and (iii) that has no specific business plan or purpose or has indicated that its business plan is engage in a merger or acquisition with an unidentified company or companies.
BUSINESS COMBINATION
The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the "business combination"). In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.
The Company has not restricted its search for any specific kind of businesses, and it may acquire a business, which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.
In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.
It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance.
The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company, which the target company shareholders would acquire in exchange for their shareholdings.
Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilution effect on the percentage of shares held by the Company's shareholders at such time.
OPERATIONAL RESULTS
The Company has no current operating history and does not have any revenues or earnings from operations. The Company has no assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in the Company incurring a net operating loss that will increase continuously until the Company can consummate a business combination with a profitable business opportunity. There is no assurance that we can identify such a business opportunity and consummate such a business combination.
LIQUIDITY AND CAPITAL RESOURCES
On March 31, 2008, the Company had no cash and no other assets. We are dependent upon our officers to meet any minimum costs that may occur. Mr. Ching-Sang Hong the sole officer and director of the Company, has agreed to provide the necessary funds, without interest, for the Company to comply with the Securities Exchange Act of 1934, as amended; provided that he is still an officer and director of the Company when the obligation is incurred. All advances are interest-free.
11
Item 3.
Quantitative And Qualitative Disclosure About market Risk
None.
Item 4T. Controls and Procedures
An evaluation was performed under the supervision and with the participation of our management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange act of 1934, as amended) as of the end of period covered by this report. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective. There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Other Information.
During the change of control, Mr. Ching-Sang Hong was appointed as the Chairman of the Board, President and Chief Executive Officer of the Company. Even though appointments have been made, the sole officer and director, Mr. Ching-Sang Hong, is not compensated for his time.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submissions of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-k
12
31 - Certification of Chief Executive Officer and Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 - Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Actavision Ventures Inc
Dated: May 15, 2008 By: /s/ Ching-Sang Hong
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Ching-Sang Hong, CEO, CFO
14