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, 2014
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 000-54171
UNIVEST TECH, INC.
(Exact Name of Small Business Issuer as specified in its charter)
| Colorado | 26-1381565 |
| (State or other jurisdiction) | (IRS Employer File Number) |
| 6610 North University Drive, Suite 220 |
| Fort Lauderdale, FL 33321 |
| (Address of principal executive offices) |
(954) 722-1300 ext. 105
(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 Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes o No þ
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No þ
As of August 18, 2014, the Company had 207,400,500 shares of common stock issued and outstanding.
FORM 10-Q
UNIVEST TECH, INC.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION | |
| Item 1. Financial Statements for the period ended June 30, 2014 | |
| Balance Sheet (Unaudited) | 3 |
| Statements of Operations (Unaudited) | 4 |
| Statements of Cash Flows (Unaudited) | 5 |
| Notes to Financial Statements | 6 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 9 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 10 |
| Item 4. Controls and Procedures | 10 |
| PART II OTHER INFORMATION | |
| Item 1. Legal Proceedings | 11 |
| Item 1A. Risk Factors | 11 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 11 |
| Item 3. Defaults Upon Senior Securities | 11 |
| Item 4. Mine Safety Disclosures | 11 |
| Item 5. Other Information | 11 |
| Item 6. Exhibits | 13 |
| Signatures | 14 |
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PART I FINANCIAL INFORMATION
References in this document to "us," "we," or "Company" refer to UNIVEST TECH, INC.
ITEM 1. FINANCIAL STATEMENTS
UNIVEST TECH, INC. BALANCE SHEETS ASSETS | ||||||||
| Unaudited | ||||||||
| June 30, | December 31, | |||||||
| 2014 | 2013 | |||||||
| Current Assets | ||||||||
| Cash | $ | 539 | $ | 539 | ||||
| TOTAL ASSETS | $ | 539 | $ | 539 | ||||
| LIABILITIES AND SHAREHOLDERS' DEFICIT | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 2,180 | $ | 10,575 | ||||
| Derivative liability | - | 12,045 | ||||||
| Interest payable | - | 18,271 | ||||||
| Notes payable-related party | - | 84,000 | ||||||
| TOTAL LIABILITIES | 2,180 | 124,891 | ||||||
| SHAREHOLDERS' DEFICIT | ||||||||
| Preferred stock, par value $.10 per share; Authorized | ||||||||
| 1,000,000 shares; issued and outstanding -0- shares. | - | - | ||||||
| Common Stock, par value $.001 per share; Authorized | ||||||||
| 250,000,000 shares; issued and outstanding 207,400,500 shares. | 207,401 | 207,401 | ||||||
| Capital paid in excess of par value | 5,986 | (133,714 | ) | |||||
| Accumulated deficit | (215,028 | ) | (198,040 | ) | ||||
| TOTAL SHAREHOLDERS' DEFICIT | (1,641 | ) | (124,352 | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ | 539 | $ | 539 | ||||
The accompanying notes are an integral part of these unaudited financial statements
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UNIVEST TECH, INC.
CONDENSED STATEMENTS OF OPERATIONS
| Unaudited | Unaudited | Unaudited | Unaudited | |||||||||||||
| 3 Months | 3 Months | Six Month | Six Month | |||||||||||||
| Ended | Ended | Period Ended | Period Ended | |||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | - | ||||||||
| General & Administrative Expenses | ||||||||||||||||
| Accounting | 1,150 | 3,000 | 1,150 | 3,000 | ||||||||||||
| Consulting | - | 1,000 | - | 1,000 | ||||||||||||
| Legal and Professional | 10,000 | - | 4,309 | 2,770 | ||||||||||||
| Office | 1,503 | 1,350 | 10,000 | - | ||||||||||||
| Stock transfer fees | 474 | 297 | 641 | 594 | ||||||||||||
| Total Expenses | 13,127 | 5,647 | 16,100 | 7,364 | ||||||||||||
| (Loss) from operations | (13,127 | ) | (5,647 | ) | (16,100 | ) | (7,364 | ) | ||||||||
| Other Income (expenses) | ||||||||||||||||
| Change in fair value of derivatives | - | (11,255 | ) | - | (11,255 | ) | ||||||||||
| Debt release | 664 | - | 664 | - | ||||||||||||
| Interest | (155 | ) | (5,407 | ) | (1,552 | ) | (6,776 | ) | ||||||||
| Total other income (expenses), net | 509 | (16,662 | ) | (888 | ) | (18,031 | ) | |||||||||
| Net (Loss) | $ | (12,618 | ) | $ | (22,309 | ) | $ | (16,988 | ) | $ | (25,395 | ) | ||||
| Basic (Loss) Per Share | $ | (0.00 | ) | $ | (0.00 | ) | $ | - | $ | - | ||||||
| Weighted Average Common Shares | ||||||||||||||||
| Outstanding | 207,400,500 | 207,400,500 | 207,400,500 | 207,400,500 | ||||||||||||
The accompanying notes are an integral part of these condensed unaudited financial statements
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UNIVEST TECH, INC.
STATEMENTS OF CASH FLOWS
| Unaudited | Unaudited | |||||||
| Six Month | Six Month | |||||||
| Period Ended | Period Ended | |||||||
| June 30, | June 30, | |||||||
| 2014 | 2013 | |||||||
| Net (Loss) | $ | (16,988 | ) | $ | (25,395 | ) | ||
| Adjustments to reconcile decrease in net assets to net cash | ||||||||
| provided by operating activities: | ||||||||
| Gain on settlement of debt | (664 | ) | - | |||||
| Change in fair value of derivative liability | - | 11,255 | ||||||
| Increase (Decrease) in accounts payable | 16,100 | 2,364 | ||||||
| Increase (Decrease) in interest payable | 1,552 | 2,776 | ||||||
| Cash used in operating activities | - | (9,000 | ) | |||||
| Cash flows from investing activities: | ||||||||
| - | - | |||||||
| Net cash (used) in investing activities | - | - | ||||||
| Cash flows from financing activities: | ||||||||
Proceeds from notes payable | - | 8,000 | ||||||
| Net cash provided from financing activities | - | 8,000 | ||||||
| Net increase in cash | - | (1,000 | ) | |||||
| Cash at beginning of period | 539 | 1,539 | ||||||
| Cash at end of period | $ | 539 | $ | 539 | ||||
| Supplemental disclosure information: | ||||||||
| During the period ended June 30, 2014, the Company reclassified $12,045 from derivative liability to | ||||||||
| capital paid in excess of par. | ||||||||
| During the period ended June 30, 2014, the Company recorded $127,654 of Capital paid in excess of | ||||||||
par in connection with payments of notes payable related party, accounts payable, and interest payable by a shareholder. | ||||||||
The accompanying notes are an integral part of these condensed unaudited financial statements
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UNIVEST TECH, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS
ENDED JUNE 30, 2014
(UNAUDITED)
Note 1 - Unaudited Financial Information Basis of Presentation
The interim unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 8 of SEC Regulation S-X. These condensed financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2013, included in the Company’s Form 10-K.
The condensed financial statements included herein as of and for the three and six months ended June 30, 2014 and 2013 are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of the Company’s management, are necessary to present fairly the condensed financial position of the Company as of June 30, 2014, the condensed results of its operations for the three and six months ended June 30, 2014 and 2013, and the condensed cash flows for the six months ended June 30, 2014 and 2013. The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the full year or any future interim periods.
Note 2 – Impact of New Accounting Standards
In June 2014, the FASB issued ASU 2014-10 regarding development stage entities. The ASU removes the definition of development stage entity, as was previously defined under generally accepted accounting principles in the United States (U.S. GAAP), from the accounting standards codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP.
In addition, the ASU eliminates the requirements for development stage entities to (i) present inception-to-date information in the statement of income, cash flow and stockholders' equity, (ii) label the financial statements as those of a development stage entity, (iii) disclose a description of the development stage activities in which the entity is engaged, and (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.
The Company has chosen to adopt the ASU early for the Company’s financial statements as of June 30, 2014. The adoption of this pronouncement impacted the Company by eliminating the requirement to report inception to date financial information previously required.
Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Since inception, the Company has had recurring operating losses and negative operating cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company’s continuation as a going concern is dependent on its ability to obtain additional financing to fund operations, implement its business model, and ultimately, to attain profitable operations. The Company will need to secure additional funds through various means, including an acquisition, equity and debt financing or any similar financing. There can be no assurance that the Company will be able to obtain additional debt or equity financing, if and when needed, on terms acceptable to the Company, or at all. Any additional equity or debt financing may involve substantial dilution to the Company’s stockholders, restrictive covenants or high interest costs. The Company’s long-term liquidity also depends upon its ability to generate revenues and achieve profitability.
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UNIVEST TECH, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS
ENDED JUNE 30, 2014
(UNAUDITED)
The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 3 – Derivative Liability
The Company evaluates the embedded conversion features within convertible debt to determine if embedded financial instruments qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.
At April 10, 2014, the Company determined that all of the embedded conversion features were no longer derivative liabilities due to the Company having sufficient number of authorized shares of common stock to settle outstanding contracts at April 10, 2014. The Company estimated the fair value of these embedded conversion features as $12,045 using Black-Scholes with the following assumptions:
| Exercise price | $ | 0.001 | ||
| Estimated stock price | $ | 0.001 | ||
| Expected life in years | .25 | |||
| Risk-free interest rate | 0.04 | % | ||
| Expected volatility | 100 | % | ||
| Annual dividend yield | 0 | % |
The table below presents the change in fair value for six months ended June 30, 2014:
| Balance at January 1, 2014 | $ | 12,045 | ||
| Change in fair value | (12,045 | ) | ||
| Estimated value at April 10, 2014 | - | |||
| Reclass to APIC | (12,045 | ) | ||
| Value at June 30, 2014 | -0- |
On April 10, 2014 these notes were paid and are no longer outstanding, therefore, the calculated derivative liability has been reduced to $-0-
Note 4 – Notes Payable
The Company at June 30, 2014 and December 31, 2013 had outstanding notes payable of $-0- and $84,000 respectively to companies related by common control, with $25,000 unsecured and $59,000 secured, bearing an interest rate at 8% and 2% per annum and due on demand. $61,000 of the notes was convertible anytime at the holders’ discretion into common stock at $.001 per share (61,000,000 shares). Interest expense under the note for the three months and six months ended June 30, 2014 and 2013 was $155 and $5,407 and $1,552 and $6,776 respectively. At June 30, 2014 and December 31, 2013 accrued interest payable was $ -0- and $18,271 respectively.
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UNIVEST TECH, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS
ENDED JUNE 30, 2014
(UNAUDITED)
Note 5 - Shareholders’ Equity
On May 13, 2014, Univest Tech, Inc., a Colorado corporation (the “Company”), filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of Colorado to increase the authorized number of shares of Common Stock from fifty million (50,000,000) shares, par value $0.001, to two hundred fifty million (250,000,000) shares, par value $0.001.
On May 13, 2014, the Company’s Board of Directors, receiving the majority vote of the Company’s shareholders and, approved: (a) an increase in the aggregate number of authorized shares of Common Stock of the Company from fifty million (50,000,000) shares, par value $0.001, to two hundred fifty million (250,000,000) shares, par value $0.001; and (b) a 9-for-1 forward stock split (“Forward Split”) of the issued and outstanding shares of Common Stock of the Company. As a result of the Forward Split, the current 23,044,500 issued and outstanding shares of Common Stock shall represent 207,400,500 post Forward Split shares; any and all fractional shares resulting from the Forward Split shall be rounded up to the next whole share.
On May 16, 2014, FINRA approved the Forward Split, to take effect on May 20, 2014. The accompanying financial statements have been updated to reflect the effects of the Forward Split.
On April 10, 2014 the Company had a change in ownership resulting in the outstanding accounts payable, notes payable, and interest payable being paid by a shareholder.
Note 6 - Financial Statements
For a complete set of footnotes, reference is made to the Company’s Report on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission and the audited financial statements included therein.
Note 7 – Subsequent Events
The Company has evaluated possible subsequent events through August 19, 2014.
END NOTES TO FINANCIALS
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in, Item 1 in this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.
Forward-Looking Statements
This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Report on Form 10-K, Form 10-Q and any Current Reports on Form 8-K.
Results of Operations
From our inception on November 6, 2007 through June 30, 2014, we have generated no revenue and have no operations. As a result we have no operating history upon which to evaluate our intended business. In addition, we have a history of losses. We had a net loss of $16,988 for the six month period ended June 30, 2014.
As of our fiscal year end, December 31, 2013, our accountants have expressed substantial doubt about our ability to continue as a going concern as a result of our history of net losses. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully develop and market our software and our ability to generate revenues.
Operating expenses, which consisted solely of general and administrative expenses for the three months ended June 30, 2014, were $13,127. This compares with operating expenses for the three months ended June 30, 2013 of $5,647. Operating expenses for the six months ended June 30, 2014 and 2013 were $16,100 and $7,364, respectively. The major components of general and administrative expenses include accounting fees, consulting fees, legal and professional fees and stock transfer fees.
As a result of the foregoing, we had a net loss of $12,618 for the three month period ended June 30, 2014. This compares with a net loss for the three month period ended June 30, 2013 of $22,309.
Because we do not pay salaries, and our major professional fees have been paid for the year, operating expenses are expected to remain fairly constant through the end of our fiscal year.
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To try to operate at a break-even level based upon our current level of proposed business activity, we believe that we must generate approximately $25,000 in revenue per year. Each dollar of revenue is not directly tied to increasing costs. We believe that we can become profitable without incurring additional costs under our current operating cost structure. However, if our forecasts are inaccurate, we will need to raise additional funds. In the event that we need additional capital, we must seek funding, although we currently do not have any commitments for such funding.
On the other hand, if we decide that we cannot operate at a profit in our current configuration, we may choose to scale back our operations to operate at break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In such event, we will probably not be profitable. In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services or products, appropriate responses to competitive pressures, or the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.
We expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $25,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business.
Liquidity and Capital Resources.
As of June 30, 2014, we had cash or cash equivalents of $539 and as of December 31, 2013, we had cash or cash equivalents of $539.
Net cash used for operating activities was $0 for the six month period ended June 30, 2014. This compares to net cash used for operating activities of $9,000 for the six month period ended June 30, 2013.
Net cash provided by financing activities were $0 for the six month period ended June 30, 2014 which compares to cash flows provided by financing activities of $8,000 for the six month period ended June 30, 2013. These cash flows were all related to the issuance of notes.
Over the next twelve months we do not expect any material capital costs to develop operations. We plan to buy office equipment to be used in our operations, which is included in our $25,000 operating costs. Our operating costs of $25,000 will be used for operations, but none will be used to pay salaries.
Our principal source of liquidity will be our operations. We expect variation in revenues to account for the difference between a profit and a loss. Also business activity is closely tied to the U.S. economy. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully develop our business and our ability to generate revenues.
In any case, we try to operate with minimal overhead. Our primary activity will be to seek to develop clients for our services and, consequently, our sales. If we succeed in developing clients for our services and generating sufficient sales, we will become profitable. We cannot guarantee that this will ever occur. Our plan is to build our company in any manner which will be successful.
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Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Future Financings
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").
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Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of June 30, 2014.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The Company is not required by current SEC rules to include, and does not include, an auditor’s attestation report. The Company’s registered public accounting firm has not attested to Management’s reports on the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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
On May 13, 2014, the Company filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of Colorado to increase the authorized number of shares of Common Stock from fifty million (50,000,000) shares, par value $0.001, to two hundred fifty million (250,000,000) shares, par value $0.001. A copy of the Articles of Amendment was filed as Exhibit 3.01 to the Current Report on Form 8-K filed with the Commission on May 19, 2014.
On May 13, 2014, the Company’s Board of Directors, receiving the majority vote of the Company’s shareholders, approved a 9-for-1 forward stock split (“Forward Split”) of the issued and outstanding shares of Common Stock of the Company, payable as a dividend and upon surrender of certificates. On May 16, 2014, FINRA approved the Forward Split to take effect on May 20, 2014.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit Number | Description | Filing | |||
| 3.1 | Articles of Incorporation | Filed with the SEC on May 18, 2009 as part of our Registration Statement on Form S-1. | |||
| 3.1 (a) | Amendment to Articles of Incorporation filed with the CO Secretary of State on May 13, 2014. | Filed with the SEC on May 19, 2014 as Exhibit 3.01 to our Current Report on Form 8-K. | |||
| 3.2 | Bylaws | Filed with the SEC on May 18, 2009 as part of our Registration Statement on Form S-1. | |||
| 31.1 | Certification of CEO pursuant to Sec. 302 | Filed herewith. | |||
| 31.2 | Certification of CEO pursuant to Sec. 302 | Filed herewith. | |||
| 32.1 | Certification of CEO pursuant to Sec. 906 | Filed herewith. | |||
| 32.2 | Certification of CFO pursuant to Sec. 906 | Filed herewith. | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith. | |||
| 101.INS | XBRL Instance Document | Filed herewith. | |||
| 101SCH | XBRL Taxonomy Extension Schema Document | Filed herewith. | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith. | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Filed herewith. | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith. | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith. |
Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on August 14, 2014.
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UNIVEST TECH, INC.
By: /s/ Jaitegh Singh
Jaitegh Singh
Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.
Date: August 19, 2014 By: /s/ Jaitegh Singh
Jaitegh Singh
Director
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