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 quarterly period endedJuly 31, 2013 |
| | |
| [ ] | Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 |
| | |
| | For the transition period from to__________ |
| | |
| | Commission File Number:333-171305 |
Avante Systems, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 99-0362655 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
Room 709-710, 7/F Tower 1, Silvercord Centre, Tsim Sha Tsui, Kowloon, Hong Kong |
| (Address of principal executive offices) |
| 852-3111-3951 |
| (Registrant’s telephone number) |
| |
| _______________________________________________________________ |
| (Former name, former address and former fiscal year, if changed since last report) |
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 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 (§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 [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.
| [ ] Large accelerated filer Accelerated filer | [ ] Non-accelerated filer |
| [X] Smaller reporting company | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,350,000 common shares as of August 27, 2013.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our financial statements included in this Form 10-Q are as follows:
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended July 31, 2013 are not necessarily indicative of the results that can be expected for the full year.
AVANTE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS (unaudited)
AS OF JULY 31, 2013 AND OCTOBER 31, 2012
| | | July 31, 2013 | | October 31, 2012 |
| ASSETS | | | | | | | | |
| Current Assets | | | | | | | | |
| Cash and equivalents | | $ | 47,854 | | | $ | 0 | |
| Prepaid expenses | | | 506 | | | | 675 | |
| TOTAL ASSETS | | $ | 48,360 | | | $ | 675 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | |
| | | | | | | | | |
| Current Liabilities | | | | | | | | |
| Accrued expenses | | $ | 9,900 | | | $ | 4,450 | |
| Due to officer | | | 0 | | | | 16,900 | |
| Total Liabilities | | | 9,900 | | | | 21,350 | |
| | | | | | | | | |
| Stockholders’ Equity (Deficit) | | | | | | | | |
| Common Stock, $.001 par value, 100,000,000 shares authorized, 2,350,000 shares issued and outstanding (2012-2,625,000 shares issued and outstanding | | | 2,350 | | | | 2,625 | |
| Preferred Stock, $.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding | | | 0 | | | | 0 | |
| Additional paid-in capital | | | 120,800 | | | | 49,875 | |
| Deficit accumulated during the development stage | | | (84,690 | ) | | | (73,175 | ) |
| Total stockholders’ equity (deficit) | | | 38,460 | | | | (20,675 | ) |
| | | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | $ | 48,360 | | | $ | 675 | |
See accompanying notes to financial statements.
AVANTE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (unaudited)
FOR THE THREE MONTHS AND NINE MONTHS ENDED JULY 31, 2013 AND 2012
FOR THE PERIOD FROM AUGUST 12, 2010 (INCEPTION) TO JULY 31, 2013
| | | Three months ended
July 31, 2013 | | Three months ended
July 31, 2012 | | Nine months ended
July 31, 2013 | | Nine months ended
July 31, 2012 | | Period from
August 12, 2010 (Inception) to
July 31, 2013 |
| | | | | | | | | | | |
| REVENUES | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | | | | | | | | | | |
| OPERATING EXPENSES | | | | | | | | | | | | | | | | | | | | |
| Organization costs | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 320 | |
| Bank charges | | | 46 | | | | 0 | | | | 46 | | | | 0 | | | | 66 | |
| Professional fees | | | 2,100 | | | | 2,000 | | | | 11,469 | | | | 6,000 | | | | 84,304 | |
| TOTAL OPERATING EXPENSES | | | 2,146 | | | | 2,000 | | | | 11,515 | | | | 6,000 | | | | 84,690 | |
| | | | | | | | | | | | | | | | | | | | | |
| LOSS FROM OPERATIONS | | | (2,146 | ) | | | (2,000 | ) | | | (11,515 | ) | | | (6,000 | ) | | | (84,690 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| PROVISION FOR INCOME TAXES | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | |
| NET LOSS | | $ | (2,146 | ) | | $ | (2,000 | ) | | $ | (11,515 | ) | | $ | (6,000 | ) | | $ | (84,690 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| NET LOSS PER SHARE: BASIC AND DILUTED | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | | | 2,350,000 | | | | 2,625,000 | | | | 2,502,777 | | | | 2,625,000 | | | | | |
See accompanying notes to financial statements.
AVANTE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (unaudited)
FOR THE NINE MONTHS ENDED JULY 31, 2013 AND 2012
FOR THE PERIOD FROM AUGUST 12, 2010 (INCEPTION) TO JULY 31, 2013
| | | Nine months ended
July 31, 2013 | | Nine months ended
July 31, 2012 | | Period from
August 12, 2010 (Inception) to
July 31, 2013 |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | | |
| Net loss for the period | | $ | (11,515 | ) | | $ | (6,000 | ) | | $ | (84,690 | ) |
| Changes in assets and liabilities: | | | | | | | | | | | | |
| (Increase) decrease in prepaid expenses | | | 169 | | | | 0 | | | | (506 | ) |
| Increase (decrease) in accrued expenses | | | 5,450 | | | | (6,519 | ) | | | 9,900 | |
| Net Cash Used by Operating Activities | | | (5,896 | ) | | | (12,519 | ) | | | (75,296 | ) |
| | | | | | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | | |
| Proceeds from sales of common stock | | | 50,000 | | | | 0 | | | | 102,500 | |
| Proceeds from officer loan | | | 3,750 | | | | 12,519 | | | | 20,650 | |
| Net Cash Provided by Financing Activities | | | 53,750 | | | | 12,519 | | | | 123,150 | |
| | | | | | | | | | | | | |
| Net Increase (Decrease) in Cash and Cash Equivalents | | | 47,854 | | | | 0 | | | | 47,854 | |
| | | | | | | | | | | | | |
| Cash and cash equivalents, beginning of period | | | 0 | | | | 10,059 | | | | 0 | |
| Cash and cash equivalents, end of period | | $ | 47,854 | | | $ | 10,059 | | | $ | 47,854 | |
| | | | | | | | | | | | | |
| SUPPLEMENTAL CASH FLOW INFORMATION | | | | | | | | | | | | |
| Interest paid | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| Income taxes paid | | $ | 0 | | | $ | 0 | | | $ | 0 | |
See accompanying notes to financial statements.
AVANTE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 2013
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Avante Systems, Inc. (“Avante” and the “Company”) is a development stage company and was incorporated in Nevada on August 12, 2010. The Company was formedfor the purpose of developing, manufacturing, and selling a video camera integrated with a 3G mobile phone module specifically for use in schools, child/eldercare facilities, and residences in Asia. The Company has changed its business focus to developing a business focused on 3D printers for professionals and consumers.
Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, and there has been no significant revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted an October 31 fiscal year end.
Use of Estimates
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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Fair Value of Financial Instruments
Avante’s financial instruments consist of cash and cash equivalents, prepaid expenses, accrued expenses and an amount due to an officer. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
AVANTE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 2013
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
The Company will recognize revenue when products are fully delivered or services have been provided and collection is reasonably assured.
Loss Per Common Share
Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
As of July 31, 2013, the Company has not issued any stock-based payments to its employees.
Recent Accounting Pronouncements
Avante does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
NOTE 2 – PREPAID EXPENSES
Prepaid expenses at July 31, 2013 consisted of an advance paid to the Company’s attorney for services to be rendered in future periods.
NOTE 3 – ACCRUED EXPENSES
Accrued expenses consisted of the following at July 31, 2013 and October 31, 2012:
| | | July 31, 2013 | | October 31, 2012 |
| Audit and accounting fees | | $ | 3,700 | | | $ | 3,750 | |
| Legal fees | | | 0 | | | | 0 | |
| Transfer agent fees | | | 6,200 | | | | 700 | |
| Total Accrued Expenses | | $ | 9,900 | | | $ | 4,450 | |
NOTE 4 – DUE TO OFFICER
During the year ended October 31, 2011, an officer and shareholder loaned the Company $1,500 to help fund operations. The officer loaned an additional $15,400 during the year ended October 31, 2012 and an additional $3,750 during the nine months ended July 31, 2013. The balance due to the officer was $20,650 and $16,900 as of July 31, 2013 and October 31, 2012, respectively. The loans were non-interest bearing, unsecured and due upon demand. During the period ended July 31, 2013, the director agreed to forgive the balances payable. As a result, there has been an increase in additional paid in capital in the amount of $ 20,650.
AVANTE SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 2013
NOTE 5 – CAPITAL STOCK
The Company has 100,000,000 shares of $0.001 par value common stock authorized and 10,000,000 shares of $0.001 par value preferred stock authorized.
During the period ended October 31, 2010, the Company issued 2,625,000 shares of common stock at $0.02 per share for total cash proceeds of $52,500.
During the period ended July 31, 2013, a shareholder of the company surrendered 1,275,000 shares of common stock for voluntarily cancellation.
During the period ended July 31, 2013, the Company issued 1,000,000 shares of common stock at $0.05 per share for total cash proceeds of $50,000.
The Company has 2,350,000 shares of common stock issued and outstanding as of July 31, 2013. There are no shares of preferred stock issued and outstanding as of July 31, 2013.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Avante neither owns nor leases any real or personal property. An officer has provided office space without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 7 – INCOME TAXES
For the period ended July 31, 2013, Avante has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $84,700 at July 31, 2013, and will expire beginning in the year 2031.
The provision for Federal income tax consists of the following for the nine month periods ended July 31:
| | | 2013 | | 2012 |
| Federal income tax benefit attributable to: | | | | | | | | |
| Current operations | | $ | 3,915 | | | $ | 2,040 | |
| Less: valuation allowance | | | (3,915 | ) | | | (2,040 | ) |
| Net provision for Federal income taxes | | $ | 0 | | | $ | 0 | |
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
| | | July 31, 2013 | | October 31, 2012 |
| Deferred tax asset attributable to: | | | | | | | | |
| Net operating loss carryover | | $ | 28,794 | | | $ | 24,879 | |
| Less: valuation allowance | | | (28,794 | ) | | | (24,879 | ) |
| Net deferred tax asset | | $ | 0 | | | $ | 0 | |
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $84,700 for Federal income tax reporting purposes are subject to annual limitations. A change in control has resulted in the use of the net operating loss carry forwards being limited in future years.
NOTE 8 – LIQUIDITY AND GOING CONCERN
Avante has negative working capital, has not yet received revenues from sales of products or services, and has incurred operating losses since its inception. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
The ability of Avante to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
NOTE 9 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855-10, the Companyhas analyzed its operations subsequent to July 31, 2013 to the date these financial statements were issued, and has determined that it does not have any additional material subsequent events to disclose in these financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Company Overview
We were incorporated in the State of Nevada on August 12, 2010. Until recently, we were a development stage company engaged in the business of developing, manufacturing, and selling a video camera integrated with a 3G mobile phone module specifically for use in schools, child/eldercare facilities, and residences in Asia.
Since the initiation of this plan of operations, however, we have experienced losses and have been unable to obtain additional finances. In order to pursue our business plan, we would need to obtain additional funding in the form of equity financing from the sale of our common stock or loans. Unfortunately, we have not been able to identify sources of equity financing and do not have any arrangements in place for any future financing. The risky nature of this enterprise and lack of tangible assets places debt financing out of our reach.
Because of the difficulties in raising additional funding, we have been presented with the difficult task of re-evaluating our business plan to determine whether it continues to be commercially viable. As a result of our lack of progress so far, the uncertainty regarding the source of our required additional funding and the relatively risky overall nature of our enterprise, management has been evaluating alternative business opportunities.
On April 19, 2013, we entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Agreement”) with our prior officers and directors, Xu Hai Bo and Ran Hong Dan. Pursuant to the Agreement, we transferred all assets and business operations associated with our video camera to Xu Hai Bo and Ran Hong Dan. In exchange, Xu Hai Bo and Ran Hong Dan agreed to cancel their 1,275,000 shares in our company and assume and cancel all liabilities relating to our former business, including officer loans amounting to $20,650.
As a result of the Agreement, we are no longer pursuing our former business plan. Under the direction of our newly appointed officer and director, Yuen Hong Sezto, we intend to develop a business focused on 3D printers for professionals and consumers. We plan to take active steps in the next twelve months to develop this line of business.
We have changed our corporate address to Room 709-710, 7/F Tower 1, Silvercord Centre, Tsim Sha Tsui, Kowloon, Hong Kong. Our telephone number is 852-3111-3951.
Results of operations for the three and nine months ended July 31, 2013 and 2012, and for the period from Inception (August 12, 2010) to July 31, 2013
We have not earned any revenues since our inception on August 12, 2010. We do not anticipate earning revenues until such time that we have fully developed and are able to market viable products or services.
We incurred operating expenses in the amount of $2,146 for the three months ended July 31, 2013, as compared with $2,000 for the same period ended 2012. We incurred operating expenses in the amount of $11,515 for the nine months ended July 31, 2013, as compared with $6,000 for the same period ended 2012. We incurred operating expenses in the amount of $84,690 for the period from August 12, 2010 (Inception) to July 31, 2013. The entire amount for each mentioned period was mainly attributable to professional fees.
We incurred a net loss in the amount of $2,146 for the three months ended July 31, 2013, as compared with $2,000 for the same period ended 2012. We incurred a net loss in the amount of $11,515 for the nine months ended July 31, 2013, as compared with $6,000 for the same period ended 2012, and $84,690 for the period from August 12, 2010 (Inception) to July 31, 2013. Our losses for each period are attributable to operating expenses together with a lack of any revenues.
Liquidity and Capital Resources
As of July 31, 2013, we had total current assets of $48,360. Our total current liabilities as of July 31, 2013 were $9,900. As a result, we had working capital of $38,460 as of July 31, 2013.
The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.
Off Balance Sheet Arrangements
As of July 31, 2013, there were no off balance sheet arrangements.
Going Concern
We have negative working capital, have incurred losses since inception, and have not yet received revenues from sales of products or services. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.
Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company is not required to provide the information required by this Item.
Item 4. Controls and Procedures
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of July 31, 2013. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Yuen Hong Sezto. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of July 31, 2013, our disclosure controls and procedures are effective. There have been no changes in our internal controls over financial reporting during the quarter ended July 31, 2013.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are 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 in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Limitations on the Effectiveness of Internal Controls
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
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
Item 6. Exhibits
**Provided herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | Avante Systems, Inc. |
| | |
| Date: | August 29, 2013 |
| | |
| By: | /s/ Yuen Hong Sezto Yuen Hong Sezto |
| Title: | Chief Executive Officer and Director |
