SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended September 30, 2013
-OR-
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from _________ to________
Commission File Number 333-186068
Twentyfour/seven Ventures, Inc.
(Exact name of registrant as specified in its charter)
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Colorado |
| 20-8594615 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification Number) |
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132 W. 11th Avenue, Denver Colorado |
| 80204 |
(Address of principal executive offices) |
| (Zip Code) |
(720) 266-6996
(Registrant's telephone number, including area code)
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
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 for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):
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Large accelerated filer [ ] |
| Non-accelerated filer [ ] |
Accelerated filer [ ] |
| Smaller reporting company [x] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
The number of outstanding shares of the registrant's common stock as of
November 14, 2013: Common Stock – 10,000,000
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TWENTYFOUR/SEVEN VENTURES, INC.
FORM 10-Q
For the quarterly period ended September 30, 2013
INDEX
PART I – FINANCIAL INFORMATION
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Item 1. Financial Statements (Unaudited) |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosure About Market Risk |
| 10 |
Item 4. Controls and Procedures |
| 10 |
PART II – OTHER INFORMATION
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Item 1. Legal Proceedings |
| 12 |
Item 1A. Risk Factors |
| 12 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
| 12 |
Item 3. Defaults upon Senior Securities |
| 12 |
Item 4. Mine Safety Disclosures |
| 12 |
Item 5. Other Information |
| 12 |
Item 6. Exhibits |
| 12 |
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SIGNATURES |
| 13 |
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Twentyfour/seven Ventures, Inc.
Condensed Balance Sheets
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| Sept. 30, 2013 |
| Dec. 31, 2012 | (Unaudited) |
ASSETS |
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Current assets |
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Cash | $ 24,579 | $ 24,468 |
Accounts receivable | 3,858 | 27,551 |
Customer deposits - held | 23,100 | 37,048 |
Total current assets | 51,537 | 89,067 |
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Fixed assets | 23,862 | 24,534 |
Accumulated depreciation | (20,670) | (22,184) |
Restricted cash reserves | 184,253 | 198,445 |
Other assets | 650 | 3,324 |
| 188,095 | 204,119 |
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Total Assets | $239,632 | $293,186 |
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LIABILITIES & STOCKHOLDERS' EQUITY |
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Current liabilities |
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Accounts payable | $ 10,379 | $ 9,569 |
Related party payables | 479 | 28,479 |
Interest payable | 10,477 | 14,977 |
Taxes payable | 1,210 | 1,832 |
Customer deposits - owed | 23,100 | 37,048 |
Notes payable - current portion | 75,000 | 75,000 |
Total current liabilities | 120,645 | 166,905 |
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Notes payable | - | - |
Total Liabilities | 120,645 | 166,905 |
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Stockholders' Equity |
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Common stock, $.001 par value; |
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100,000,000 shares authorized; |
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9,990,000 shares issued and outstanding | 9,990 | 9,990 |
Additional paid in capital | 73,219 | 73,219 |
Retained earnings | 35,778 | 43,072 |
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Total Stockholders' Equity | 118,987 | 126,281 |
Total Liabilities and Stockholders' Equity | $239,632 | $293,186 |
The accompanying notes are an integral part of the consolidated financial statements.
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Twentyfour/seven Ventures, Inc.
Condensed Statements of Operations
For the Three and Nine Months Ended September 30, 2013 and 2012
(Unaudited)
| Three Months | Three Months | Nine Months | Nine Months |
| Ended | Ended | Ended | Ended |
| Sept. 30, 2012 | Sept. 30, 2013 | Sept. 30, 2012 | Sept. 30, 2013 |
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Revenues | $136,503 | $144,760 | $372,345 | $447,533 |
Cost of sales | 50,544 | 84,970 | 247,989 | 319,746 |
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Gross profit | 85,959 | 59,790 | 124,356 | 127,787 |
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Operating expenses: |
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Amortization & depreciation | 680 | 264 | 1,928 | 1,514 |
General and administrative | 37,302 | 40,024 | 99,150 | 112,647 |
| 37,982 | 40,288 | 101,078 | 114,161 |
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Gain (loss) from operations | 47,977 | 19,502 | 23,278 | 13,626 |
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Other income (expense): |
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Interest expense | (1,144) | (1,500) | (2,144) | (4,500) |
| (1,144) | (1,500) | (2,144) | (4,500) |
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Income (loss) before |
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provision for income taxes | 46,833 | 18,002 | 21,134 | 9,126 |
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Provision for income tax | 6,780 | 1,832 | 3,460 | 1,832 |
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Net income (loss) | $ 40,053 | $16,170 | $17,674 | $ 7,294 |
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Net income (loss) per share |
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(Basic and fully diluted) | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 |
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Weighted average number of |
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common shares outstanding | 9,982,222 | 9,990,000 | 9,982,222 | 9,990,000 |
The accompanying notes are an integral part of the consolidated financial statements.
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Twentyfour/seven Ventures, Inc.
Condensed Statements of Cash Flows
(Unaudited)
| Nine Months | Nine Months |
| Ended | Ended |
| Sept. 30, 2012 | Sept. 30, 2013 |
Cash Flows From Operating Activities: |
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Net income (loss) | $ 17,674 | $ 7,294 |
Adjustments to reconcile net loss to |
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net cash provided by (used for) |
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operating activities: |
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Amortization & depreciation | 1,928 | 1,514 |
Accounts receivable | (6,608) | (23,693) |
Accounts payable | 859 | (810) |
Interest payable | 2,144 | 4,500 |
Taxes payable | 3,460 | 622 |
Compensatory stock issuances | 150 | - |
Deposits | - | (2,674) |
Net cash provided by (used for) |
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operating activities | 19,607 | (13,247) |
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Cash Flows From Investing Activities: |
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Fixed asset purchases | (2,115) | (672) |
Restricted cash reserves | (34,545) | (14,192) |
Net cash provided by (used for) |
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investing activities | (36,660) | (14,864) |
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Cash Flows From Financing Activities: |
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Related party payables | 2,091 | 28,000 |
Notes payable - borrowings | 50,000 | - |
Net cash provided by (used for) |
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financing activities | 52,091 | 28,000 |
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Net Increase (Decrease) In Cash | 35,038 | (111) |
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Cash At The Beginning Of The Period | 2,641 | 24,579 |
Cash At The End Of The Period | $ 37,679 | $ 24,468 |
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Schedule Of Non-Cash Investing And Financing Activities |
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In 2012 a shareholder contributed $10,726 in debt to the capital of the Company. | ||
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Supplemental Disclosure |
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Cash paid for interest | $ - | $ - |
Cash paid for income taxes | $ - | $ - |
The accompanying notes are an integral part of the consolidated financial statements.
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TWENTYFOUR/SEVEN VENTURES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Twentyfour/seven Ventures, Inc. (the “Company”) was incorporated in the State of Colorado on March 8, 2007. The Company is engaged in the bail bond business.
Principles of consolidation
The accompanying consolidated financial statements include the accounts of Twentyfour/seven Ventures, Inc. and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Accounts receivable
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.
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Property and equipment
Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each item's estimated useful life.
Revenue recognition
Revenue is recognized on an accrual basis after services have been performed under contract terms, the service price to the client is fixed or determinable, and collectibility is reasonably assured.
Income tax
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.
Financial Instruments
The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheets, approximates fair value.
Long-Lived Assets
In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Trends and Uncertainties.
There are no known trends, events or uncertainties that have or are reasonably likely to have a material impact on the registrant’s short term or long term liquidity. Sources of liquidity both internal and external will come from the sale of the registrant’s services and products as well as the private sale of the registrant’s stock. There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations. There are no significant elements of income or loss that do not arise from the registrant’s continuing operations. There are no known causes for any material changes from period to period in one or more line items of the registrant’s financial statements.
Capital Resources and Source of Liquidity:
Our cash balance is 24,468 as of September 30, 2013. We believe that our cash balance will be sufficient to fund our operations for the fiscal year ended December 31, 2013 and has no current plans to raise additional equity. We have two notes payable to shareholders for a total of $75,000 due on June 1, 2014.
For the nine months ended September 30, 2013, we spent $672 on fixed asset purchases and $14,192 on restricted cash reserves. As a result, we had net cash used for investing activities of $14,864 for the nine months ended September 30, 2013.
For the nine months ended September 30, 2012, we spent $2,115 on fixed asset purchase and $34,545 on restricted cash reserves. As a result, we had net cash used for investing activities of $36,660 for the nine months ended September 30, 2012.
For the nine months ended September 30, 2013, we received $28,000 from related party payables. As a result, we had net cash provided by financing activities of $28,000 for the nine months ended September 30, 2013.
For the nine months ended September 30, 2012, we received $2,091 from related party payables and $50,000 from notes payable – borrowings. As a result, we had net cash provided by financing activities of $52,091 for the nine months ended September 2012.
Results of Operations
For the three months ended September 30, 2013, we earned revenues of $144,760. Our cost of sales was $84,970, resulting in a gross profit of $59,790. We paid amortization and depreciation expenses of $264 and general and administrative expenses of $40,024. We paid interest expense of $1,500, and paid a provision for income tax of $1,832. As a result, we had a net income of $16,170 for the three months ended September 30, 2013.
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Comparatively, for the three months ended September 30, 2012, we earned revenues of $136,503. We had a cost of sales of $50,544, resulting in a gross profit of $85,959. We paid amortization and depreciation expenses of $680, and general and administrative expenses of $37,302. We paid interest expenses of $1,144 and paid a provision for income taxes of $6,780. As a result, we had a net income of $40,053 for the three months ended September 30, 2012.
Our revenues increased by $8,257, or 5.7%, during the three months ended September 30, 2013 compared to the three months ended September 30, 2012. Our costs of sale increased by $34,426, or 40.5% for the same period. Our costs of sale increased due to the increased number of agents working under us during the three months ended September 30, 2013 compared to the three months ended September 30, 2012.
For the nine months ended September 30, 2013, we earned revenues of $447,533. Our cost of sales was $319,746, resulting in a gross profit of $127,787. We had amortization and depreciation expenses of $1,514 and general and administrative expenses of $112,647. We paid interest expenses of $4,500, and paid a provision for income taxes of $1,832. As a result, we had a net income of $7,294 for the nine months ended September 30, 2013.
Comparatively, for the nine months ended September 30, 2012, we earned revenues of $372,345. Our cost of sales was $247,989, resulting in a gross profit of $124,356. We had amortization and depreciation expenses of $1,928, and general and administrative expenses of $99,150. We paid interest expenses of $2,144, and paid a provision for income tax of $3,460. As a result, we had a net income of $17,674 for the nine months ended September 30, 2012.
Our revenues increased by $75,188, or 16.8%, from the nine months ended September 30, 2013 compared to September 30, 2012. Our cost of sales increased by $71,757, or 22.4%, for the same period. The increase in cost of sales is primarily due to adding new agents during the nine months ended September 30, 2013.
Off-Balance Sheet Arrangements
The registrant had no material off-balance sheet arrangements as of September 30, 2013.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable for smaller reporting companies.
Item 4. Controls and Procedures
During the period ended September 30, 2013, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of September 30, 2013. Based on this evaluation, our chief executive officer and principal financial officers have concluded such controls and procedures to be effective as of September 30, 2013 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Not applicable for smaller reporting companies
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
Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS** XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema Document
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**. XBRL Taxonomy Extension Definition Linkbase Document
101.LAB** XBRL Taxonomy Extension Label Linkbase Document
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith
**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements 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.
Dated: November 14, 2013
TWENTYFOUR/SEVEN VENTURES, INC.
By: /s/Robert M. Copley, Jr.
Robert M. Copley Jr.
Chief Executive Officer
Chief Financial Officer
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