SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For The Quarterly Period Ended September 30, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
Commission File Number 33-2775-A
TECHNICAL VENTURES INC.
[ ] Accelerated Filer [X] Is Not an Accelerated Filer
(Exact Name of Small Business Issuer As Specified In Its Charter)
| New York | 13-3296819 |
| | |
(State Or Other Jurisdiction Of Incorporation Of Organization) | (I.R.S. Employer
Identification No.) |
2000 NE 22nd ST, Wilton Manors, FL 33305
(Address of Principal Executive Offices, Zip Code)
Issuer's Telephone Number, Including Area Code (828) 489-9409
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)
Indicate by a check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.
YES NO X
Indicate the number of shares outstanding for each of the issuer's classes of common stock, as of September 30, 2004
42,377,606 Shares Of Common Stock, $.01 Par Value and as of May 10, 2010 150,108,777
Technical Ventures Inc. Condensed Consolidated Report 10QSB For Financial Period Ending September 30, 2004
TECHNICAL VENTURES, INC.
Financial Statements
September 30, 2004 and 2003
TECHNICAL VENTURES, INC.
Financial Statements
September 30, 2004 and 2003
TABLE OF CONTENTS
| | Page(s) |
| Balance Sheets as of September 30, 2004 and June 30, 2004 | 1 |
| | |
| Statements of Operations for the three months ended September 30, 2004 and 2003 | 2 |
| | |
| Statements of Cash Flows for the three months ended September 30, 2004 and 2003 | 3 |
| | |
| Notes to the Financial Statements | 4 - 8 |
| TECHNICAL VENTURES INC. | |
| Balance Sheets | |
| | | | | | | |
| | September 30,
2004 | | June 30, 2004 | |
| |
| | (Unaudited) | | | | |
| ASSETS | |
| | | | | | | |
| Current assets | | | | | | |
| Cash | | | 126 | | | | 7,675 | |
| Accounts receivable | | | - | | | | 113,041 | |
| Inventory | | | - | | | | 71,801 | |
| Prepaid expenses | | | - | | | | 946 | |
| Total current assets | | $ | 126 | | | $ | 193,463 | |
| | | | | | | | | |
| Deposits | | | - | | | | 14,761 | |
| Fixed assets, net of accumulated depreciation | | | - | | | | 268,111 | |
| | | | | | | | | |
| Total assets | | $ | 126 | | | $ | 476,335 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | | | | | | | |
| Current liabilities | | | | | | | | |
| Accounts payable and accrued liabilities | | $ | 335,184 | | | $ | 1,105,943 | |
| Capital lease obligations | | | - | | | | 84,763 | |
| Related party payables | | | 64,460 | | | | 418,398 | |
| Total current liabilities | | | 399,644 | | | | 1,609,104 | |
| | | | | | | | | |
| Stockholders' Deficit | | | | | | | | |
| Common stock, $.01 par value; 42,377,606 and 42,177,606 issued and outstanding at September 30, 2004 and June 30, 2004 | | | 423,776 | | | | 421,776 | |
| Additional paid in capital | | | 6,567,066 | | | | 6,559,748 | |
| Accumulated other comprehensive income | | | 282,079 | | | | 280,915 | |
| Accumulated deficit | | | (7,672,439 | ) | | | (8,395,208 | ) |
| Total stockholders' deficit | | | (399,518 | ) | | | (1,132,769 | ) |
| | | | | | | | | |
| Total liabilities and stockholders' deficit | | $ | 126 | | | $ | 476,335 | |
| | | | | | | | | |
| See accompanying notes to financial statements | |
| TECHNICAL VENTURES INC. | |
| Statements of Operations | |
| | | | | | | |
| | | Three months ended September 30, | |
| | | 2004 | | | 2003 | |
| Revenues | | $ | - | | | $ | - | |
| | | | | | | | | |
| Operating expenses | | | | | | | | |
| | | | | | | | | |
| Professional fees | | | 30,966 | | | | - | |
| | | | | | | | | |
| General and administrative | | | 4 | | | | 53,442 | |
| | | | | | | | | |
| Total operating expenses | | | 30,970 | | | | 53,442 | |
| | | | | | | | | |
| Other expense | | | | | | | | |
| | | | | | | | | |
| Interest expense | | | 4,276 | | | | 31,400 | |
| | | | | | | | | |
| Total other expense | | | 4,276 | | | | 31,400 | |
| | | | | | | | | |
| Extraordinary gain | | | 758,015 | | | | - | |
| | | | | | | | | |
| Income (loss) from continuing operations | | | 722,769 | | | | (84,842 | ) |
| | | | | | | | | |
| Loss from discontinued operations | | | - | | | | (70,153 | ) |
| | | | | | | | | |
| Net income (loss) applicable to common shareholders | | $ | 722,769 | | | $ | (154,995 | ) |
| | | | | | | | | |
| Other comprehensive loss | | | | | | | | |
| | | | | | | | | |
| Foreign currency translation adjustment | | | 1,164 | | | | - | |
| | | | | | | | | |
| Total comprehensive income (loss) | | $ | 723,933 | | | $ | (154,995 | ) |
| | | | | | | | | |
| Basic and diluted income (loss) per common share | | $ | 0.02 | | | $ | (0.00 | ) |
| | | | | | | | | |
| Weighted average shares outstanding | | | 42,225,432 | | | | 41,258,932 | |
| | | | | | | | | |
| See accompanying notes to financial statements | |
| TECHNICAL VENTURES INC. | |
| Statements of Cash Flows | |
| | | | | | | |
| | | Three months ended September 30, | |
| | | 2004 | | | 2003 | |
| Cash flows from operating activities | | | | | | |
| | | | | | | |
| Net income (loss) | | $ | 723,933 | | | $ | (154,995 | ) |
| Adjustment to reconcile net income (loss) to net cash used by operating activities | |
| | |
| Common stock issued for services | | | 9,318 | | | | 8,000 | |
| | | | | | | | | |
| Depreciation | | | - | | | | 11,568 | |
| Changes in operating assets and liabilities: | | | | | | | | |
| | | | | | | | | |
| Accounts receivable | | | 113,041 | | | | 23,157 | |
| | | | | | | | | |
| Prepaid expenses | | | 946 | | | | - | |
| | | | | | | | | |
| Inventory | | | 71,801 | | | | 13,139 | |
| | | | | | | | | |
| Accounts payable and accrued liabilities | | | (770,759 | ) | | | 36,480 | |
| | | | | | | | | |
| Net cash used in operating activities | | | 148,280 | | | | (62,651 | ) |
| | | | | | | | | |
| Cash flows from investing activities | | | | | | | | |
| | | | | | | | | |
| Security deposits | | | 14,761 | | | | - | |
| | | | | | | | | |
| Fixed assets | | | 268,111 | | | | - | |
| | | | | | | | | |
| Net cash used in investing activities | | | 282,872 | | | | - | |
| | | | | | | | | |
| Cash flows from financing activities | | | | | | | | |
| | | | | | | | | |
| Related party payables | | | (354,065 | ) | | | 24,645 | |
| | | | | | | | | |
| Capital lease obligation | | | (84,763 | ) | | | - | |
| | | | | | | | | |
| Notes payable | | | - | | | | 21,287 | |
| | | | | | | | | |
| Net cash provided by financing activities | | | (438,828 | ) | | | 45,932 | |
| | | | | | | | | |
| Effect of exchange rate on cash | | | 127 | | | | (1,201 | ) |
| | | | | | | | | |
| Net change in cash | | | (7,549 | ) | | | (17,920 | ) |
| | | | | | | | | |
| Cash at beginning of period | | | 7,675 | | | | 23,417 | |
| | | | | | | | | |
| Cash at end of period | | $ | 126 | | | $ | 5,497 | |
| | | | | | | | | |
| Cash paid for interest | | $ | 4,276 | | | $ | 4,308 | |
| | | | | | | | | |
| See accompanying notes to financial statements | |
TECHNICAL VENTURES, INC
Notes to Financial Statements
September 30, 2004 and 2003
Note 1 – Nature of Business
Technical Ventures Inc. (TVI) is a New York State corporation formed on June 14, 1985 to raise capital for the purpose of seeking business acquisition possibilities throughout North America. The primary objective was to search for a business which in the opinion of its management demonstrated long-term growth potential that would warrant involvement. On April 14, 1986, TVI acquired all the issued and outstanding shares of common stock of Mortile Industries Ltd. (Mortile) a Canadian corporation.
Technical Ventures Inc.'s subsidiary Mortile Industries Ltd. deals in the design, development, and manufacturing of proprietary polymers, composite and specialty compounds; additionally Mortile compounds proprietary formulations of the customer. The application of TVI's products expands into every area of plastics. Repetitive business is constant, because of the technical complexity of the various products and loyalty to TVI by its customers. The Company sold all of its stock in Mortile Industries Ltd. in August 2004 and as such is no longer considered a subsidiary.
Note 2 – Significant Accounting Policies
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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of September 30, 2004 or 2003.
Income taxes
Income taxes are provided for using the liability method of accounting in accordance with SFAS No. 109 “Accounting for Income Taxes,” and clarified by FIN 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109.” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not t hat some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
TECHNICAL VENTURES, INC
Notes to Financial Statements
September 30, 2004 and 2003
Note 2 – Significant Accounting Policies (continued)
Share Based Expenses
ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. , may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.
Going Concern
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses, and (2) as a last resort, seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
TECHNICAL VENTURES, INC
Notes to Financial Statements
September 30, 2004 and 2003
Note 2 – Significant Accounting Policies (continued)
Recently Implemented Standards
ASC 105, Generally Accepted Accounting Principles ("ASC 105") (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board ("FASB") into a single source of authoritative generally accepted accounting principles ("GAAP") to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification ("ASC") carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other account ing literature will be deemed "non-authoritative".
ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company's references to GAAP authoritative guidance but did not impact the Company's financial position or results of operations.
ASC 855, Subsequent Events ("ASC 855") (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company's evaluation of its subsequent events. ASC 855 defines two types of subsequent events, "recognized" and "non-recognized". Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company's financial position or results of operations.
In August 2009, the FASB issued Accounting Standards Update No. 2009-05, “Measuring Liabilities at Fair Value,” (“ASU 2009-05”). ASU 2009-05 provides guidance on measuring the fair value of liabilities and is effective for the first interim or annual reporting period beginning after its issuance. The Company’s adoption of ASU 2009-05 did not have an effect on its disclosure of the fair value of its liabilities.
TECHNICAL VENTURES, INC
Notes to Financial Statements
September 30, 2004 and 2003
Note 2 – Significant Accounting Policies (continued)
Recently Implemented Standards (continued)
In September 2009, the FASB issued ASC Update No. 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) ("ASC Update No. 2009-12"). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded commitments related to investments in the major category. The amendments in this update are effective for interim and annual periods ending after December 15, 2009 with early application permitted. The Company does not expect that the implementation of ASC Update No. 2009-12 will have a material effect on its financial position or results of operations.
In June 2009, FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) ("Statement No. 167"). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 ("FIN 46R") to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be signific ant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity's economic performance. This statement also enhances disclosures about a company's involvement in variable interest entities. Statement No. 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material impact on its financial position or results of operations
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140 ("Statement No. 166"). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 ("Statement No. 140") and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets, and enhances disc losure requirements. Statement No. 166 is effective prospectively, for annual periods beginning after November 15, 2009, and interim and annual periods thereafter. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 166 will have a material impact on its financial position or results of operations.
TECHNICAL VENTURES, INC
Notes to Financial Statements
September 30, 2004 and 2003
Note 3 – Stockholders’ Equity
Common stock
The authorized common stock of the Company consists of 50,000,000 shares with par value of $0.01.
During the three months ended September 30, 2004, the Company issued a total of 200,000 common shares with an aggregate value of $9,318 for services performed on behalf of the Company. There were 42,377,606 and 42,177,606 common shares issued and outstanding at September 30, 2004 and June 30, 2004.
Net loss per common share
Net loss per share is calculated in accordance with SFAS No. 128, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted average number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during 2009 or 2008 and since inception. As of June 30, 2004 and 2003 and since inception, the Company had no dilutive potential common shares.
Note 4 – Elimination of Subsidiary
During the three months ended September 30, 2004, the Company sold all of the common stock of Mortile Industries Ltd. held for investment. As a result, this entity is no longer consolidated into the operations and financial position of the Company.
Note 5 – Subsequent Events
The Company has evaluated subsequent events through May 3, 2010 and determined there are no material events to disclose.
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Information set forth herein contains "forward-looking statements" which can be identified by the use of forward-looking terminology such as "believes," "expects," "may,” “should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that the future results covered by the forward-looking statements will be achieved. The Company cautions readers that important factors may affect the Company’s actual results and could cause such results to differ materially from forward-looking statements made by or on behalf of the Company. These include the Company’s lack of historically profitable operations, dependence on key personnel, the success of the Company’s business, ability to manage anticipated growth and other facto rs identified in the Company's filings with the Securities and Exchange Commission.
Company History
Technical Ventures Inc. (TVI) is a New York State corporation formed on June 14, 1985 to raise capital for the purpose of seeking business acquisition possibilities throughout North America. The primary objective was to search for a business which in the opinion of its management, demonstrated long-term growth potential that would warrant involvement. On April 14, 1986, TVI acquired all the issued and outstanding shares of common stock of Mortile Industries Ltd. (Mortile) a Canadian corporation.
Technical Ventures Inc.'s subsidiary Mortile Industries Ltd., deals in the design, development, and manufacturing of proprietary polymers, composite and specialty compounds; additionally Mortile compounds proprietary formulations of the customer. The application of TVI's products expands into every area of plastics. Repetitive business is constant, because of the technical complexity of the various products and loyalty to TVI by its customers.
Prior to April 1992, TVI had been considered to be in development. Since Inception, $ 3,514,457 US has been expended in the development of products, including $114,512 in fiscal 2004, $117,812 in fiscal 2003, $69,894, in FY 2002 and $ 56,961 during FY 2001.
Present operations, assets and employees are primarily those of Mortile. At June 30, 2002 there were twelve full time employees, all being employees of Mortile.
Business Development
On 26 August 2004 Technical Ventures Inc. entered into an agreement approved by the Directors of Mortile Industries Ltd. on behalf of Mortile Industries Ltd. and by Mr. Isaac Roitman on behalf of his group. This Group owned and operated production facilities in New York State, Mexico and South America and employs over 1000 people in their manufacturing facilities. The Group contributed in aggregate, US$4.8 million in invested property, know-how and technology in a turnkey operation including US$500,000 infusion of working capital. Mortile Industries issued two debentures payable within 5 years; one of US$1.4 million and a second of US$500,000. The net capital investment is therefore US$2.9 million and a loan to Mortile Industries for US$1. 9 million for 60% of Mortile Industries. Technical Ventures retained 40% of Mortile Industries Ltd. The Group will also undertake to purchase materials compounded by Mortile Industries for their own consumption wherever their existing suppliers can be displaced. The investing Group has a substantial expansion in progress in their New York State plant which should come on-stream in January 2005. Mortile Industries Ltd. will be the supplier of materials and compounds for consumption in this plant. New market opportunities are expected to produce additional sales of US$8 million in the second year. The Group brings their financing, technology and raw material purchasing power to the venture which will enable Mortile to expand rapidly and effectively compete in the global market place. Mortile Industries Ltd. will also manufacture color additives for the Corporation thereby eliminating outside purchasing of these products, furthe r contributing to Mortile's sales and profitability. Savings in raw material costs are very important in the very competitive market place we operate in. Survival against imports will depend on pricing which means access to the best possible pricing of both raw materials and capital. Mr. Isaac Roitman will become an officer of Mortile Industries Ltd. and will take an active part in the day-to-day operations, current management of Mortile Industries Ltd. remains in place. Mortile Industries Ltd. and Technical Ventures have exhausted all normal channels of financing and this agreement will enable Technical Ventures the ability to move ahead with confidence. A dividend policy will be embodied in the agreement guaranteeing a percentage of the profits to be paid out each year once the loans are repaid. Technical Ventures Inc. retains its metal technology which it will continue to develop and market through a new subsidiary.
Recently Issued Accounting Pronouncements
We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such asse ts.
Product Research and Development
The Company does not anticipate any costs or expenses to be incurred for product research and development within the next twelve months.
The Company does not plan any purchase of significant equipment in the next twelve months.
Employees
We currently have one employee, including our President.
Critical Accounting Policies
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of 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. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.
We believe that the estimates and assumptions that are most important to the portrayal of our financial condition and results of operations, in that they require subjective or complex judgments, form the basis for the accounting policies deemed to be most critical to us. These relate to bad debts, impairment of intangible assets and long lived assets, contractual adjustments to revenue, and contingencies and litigation. We believe estimates and assumptions related to these critical accounting policies are appropriate under the circumstances; however, should future events or occurrences result in unanticipated consequences, there could be a material impact on our future financial conditions or results of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the "Evaluation"), under the supervision and with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our President has concluded that the Company's disclosure controls and procedures were effective.
Changes in Internal Controls
We have also evaluated our internal controls for financial reporting, and there have been no changes in our internal controls that have materially affected, or are reasonably likely to material affect, the internal control over financial reporting or in other factors that could affect those controls subsequent to the date of their last evaluation.
Limitations on the Effectiveness of Controls
Our President and CEO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. 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 a simple error or mistake. Additi onally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the 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, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). The Company's internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Because of its inh erent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management made an internal assessment of the effectiveness of our internal control over financial reporting as of 09/30/2004. In making this assessment, it used the experience of the President and CEO. Based on this evaluation, our management concluded that the internal control is ineffective since there is a material weakness in our in ternal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by the President and CEO with no oversight by another internal professional with accounting expertise. Our President does possess accounting expertise but our company does not have an audit committee. This weakness is due to the company's lack of working capital to hire additional staff. To remedy this material weakness, we intend to raise additional capital to engage another internal accountant to assist with financial reporting as soon as our finances will allow.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
A legal action referenced in previous filings was commenced against the Corporation, its subsidiary, Mortile Industries Ltd., their President, Frank Mortimer and the Dow Chemical Company, on June 4, 1999; in the Ontario Superior Court of Justice (Commercial List), by a former customer, Endex Polymer Additives Inc. (USA), Endex International Limited and G. Mooney And Associates and the Dow Chemical Company; was settled on June 21, 2004; with no costs of the action and terms of the settlement kept confidential.
Additionally, on October 10, 2001 Hudson Consulting Group ("Hudson") commenced an action in the Third Judicial District Court of Salt Lake County, State of Utah against the Company and obtained a default judgment for payments allegedly due Hudson pursuant to a consulting agreement between Hudson and the Company. After the court vacated the default judgment by order dated October 23, 2002, the Company answered the complaint and asserted a counterclaim against Hudson for fraudulently inducing the Company to enter into the consulting agreement. In October 2004, following discovery, the action was dismissed with prejudice and with each party bearing its own costs.
Item 1A. Risk Factors
Not required
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended September 30, 2004, the Company issued a total of 200,000 common shares with an aggregate value of $9,318 for services performed on behalf of the Company
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to Vote of Security Holders
None.
Item 5. Other Information
Subsequent Events:
On 26 August 2004 Technical Ventures Inc. entered into an agreement approved by the Directors of Mortile Industries Ltd. on behalf of Mortile Industries Ltd. and by Mr. Isaac Roitman on behalf of his group. This Group owned and operated production facilities in New York State, Mexico and South America and employs over 1000 people in their manufacturing facilities. The Group contributed in aggregate, US$4.8 million in invested property, know-how and technology in a turnkey operation including US$500,000 infusion of working capital. Mortile Industries issued two debentures payable within 5 years; one of US$1.4 million and a second of US$500,000. The net capital investment is therefore US$2.9 million and a loan to Mortile Industries for US$1. 9 million for 60% of Mortile Industries. Technical Ventures retained 40% of Mortile Industries Ltd. The Group will also undertake to purchase materials compounded by Mortile Industries for their own consumption wherever their existing suppliers can be displaced. The investing Group has a substantial expansion in progress in their New York State plant which should come on-stream in January 2005. Mortile Industries Ltd. will be the supplier of materials and compounds for consumption in this plant. New market opportunities are expected to produce additional sales of US$8 million in the second year. The Group brings their financing, technology and raw material purchasing power to the venture which will enable Mortile to expand rapidly and effectively compete in the global market place. Mortile Industries Ltd. will also manufacture color additives for the Corporation thereby eliminating outside purchasing of these products, furthe r contributing to Mortile's sales and profitability. Savings in raw material costs are very important in the very competitive market place we operate in. Survival against imports will depend on pricing which means access to the best possible pricing of both raw materials and capital. Mr. Isaac Roitman will become an officer of Mortile Industries Ltd. and will take an active part in the day-to-day operations, current management of Mortile Industries Ltd. remains in place. Mortile Industries Ltd. and Technical Ventures have exhausted all normal channels of financing and this agreement will enable Technical Ventures the ability to move ahead with confidence. A dividend policy will be embodied in the agreement guaranteeing a percentage of the profits to be paid out each year once the loans are repaid. Technical Ventures Inc. retains its metal technology which it will continue to develop and market through a new subsidiary
On November 4th, 2004, Mr. Frank Mortimer, Director, President and CEO of the company placed the name of Dr. David Venutri forward for nomination to the Board of Directors of the company. The Board of Directors unanimously resolved that Dr. Venturi be elected. Dr. Venturi is a Doctor of Medicine, graduate of the University of Toronto, Advanced Cardiopulmonary Life Support and Advanced Trauma Life Support. Additionally he holds a M.A.Sc. Institute for Aerospace Studies, University of Toronto. A Gold Medalist in B.Sc., Honors Physics from the University of Windsor. Dr. Venturi is widely published in medical, physics and aerospace research. On November 5th, 2004, Mr. Bryan Carter a Vice President and Director of Technical Ventures Inc. resigned his position with the company. Mr. Carter, having served in these positions since 1986, felt it necessary to resign due to poor health and that he had relocated to British Columbia, Canada.
On December 15, 2004 Technical Ventures Inc. received notice from its Certifying Accountant, Schwartz Lewinsky Feldman of Toronto of their resignation. The Company, respectfully, accepts and recognizes the tendered resignation herewith and without malice. Furthermore, there are no disagreements on accounting practices and principles between the Certifying Accountant and the Company, as disclosed in the Certifying Accountant's last audit report for the fiscal year ending June 30, 2002. No new Certifying Accountant has been engaged at the present time; however, a decision in this regard will be effected in a timely manner.
On July 28, 2005 Technical Ventures Inc. announced the engagement a new independent accountant as principal accountant to audit the company financial statements. In that regard, the name of the independent accountant is: SF Partnerships, LLP Chartered Accountants 4950 Yonge Street, Suite 400 Toronto, Ontario, Canada M2N 6K1
On December 15, 2006 Hank Sokoljuk was appointed President and CEO replacing Frank Mortimer after his death. Mr. Sokoljuk served in the position for a short period of time. No CEO was appointed until the appointment of Mr. Wayne Doss in June 1, 2008. The corporate secretary of the company Larry Leverton and the board of directors conducted company business.
On June 1, 2008 Mr. Wally Kralik, Director, placed the name of Wayne A. Doss, for nomination to the Board of Directors and appointment as the President and CEO of the company. The Board of Directors unanimously resolved that Mr. Doss be elected to the Board and appointed as the President and CEO of Technical Ventures. Mr. Doss has a 30 year career in the financial and managerial field and has served over 20 years as a CFO and CEO of both Private and Public Companies. Mr. Doss is a graduate from the University of Maryland. He was the President and CEO of Keller Industries and Keller Ladders until the company were sold in 1999. He has consulted for small public companies and recently restored an OTCBB company to its fully reporting status. The primary missio n of Mr. Doss is to cure the current delinquency in the financial reporting. Additionally, Mr. Doss will close the transaction of the Amfil Technologies Inc. acquisition and insure a smooth transition of this opportunity meeting both financial and regulatory guidelines.
On June 1, 2008, Mr. Wally Kralik and Yarko Mulkewytch, Directors of Technical Ventures Inc. resigned to focus on other interest but will remain on call to assist with the task of restoring the fully reporting status of the company.
On June 4, 2008 Technical Ventures Inc. entered into an agreement with Amfil Technologies Inc., a Private California Company, to acquire its Ozone Technology, certain fixed assets, and the assumption of certain short term liabilities. Technical Ventures issued approximately 40 million (40,000,000) shares of rule 144 restricted common stock for the purchase of 100% of the shares of Amfil Technologies. Technical Ventures had 76,068,807 shares issued and outstanding prior to the acquisition. The acquisition transaction was placed before majority shareholder consideration and comment prior to closing, which was expec ted before the June 30, 2008 year end of Technical Ventures Inc.
On June 22, 2008 Technical Ventures Inc. received notification by Majority Shareholder Consent in Lieu of Shareholder Meeting, the consent authorized the company to proceed with the acquisition of Amfil Technologies Inc. The majority consent was in excess of 51% of the current authorized and issued shares. Pursuant to the agreement dated June 4, 2008 and majority shareholder consent dated June 22, 2008 Technical Ventures authorized the issuance of 40 million (40,000,000) shares of rule 144 restricted common stock for the purchase of the AMFIL Technologies Ozone Systems. Since the letter of intent and subsequent acquisition of the AMFIL Technology, the management of Amfil have booked in excess of six hundred thousand ($600,000) in confirmed purchase orders. The booked orders were from diverse markets and geographical areas covering the following business segments; a shrimp farm, large City Zoo, chili pepper wash, tomato cold storage, potato cold storage, fruit cold storage, and onion cold storage. These diverse markets offer significant exposure for the Amfil proprietary systems utilizing Ozone Technology for the company.
On December 1, 2008 Technical Ventures Inc. board of directors approved the appointment of Ambrose Fillis to the board of directors. Mr. Fillis was the founder of AMFIL Technologies and is the largest individual shareholder of Technical Ventures Inc. Mr. Fillis has an educational background in Mechanical & Structural Engineering Design obtained through a Co-op Engineering program with De Beers Consolidated Mines (through the University of Witwatersrand in South Africa). Mr. Fillis also obtained a Manufacturing Technology degree at Humber College, Ontario, Canada. Mr. Fillis has worked in the Food Manufacturing Industry in North America for the past 23 years enjoying various positions ranging from Plant Engineering, Production Management, Quality Assura nce Management, Director of Operations, VP of Engineering & Manufacturing, among others, for some of the largest food manufacturing companies prior to forming AMFIL Technologies. Mr. Fillis will also serve as the President and CEO of the Amfil Technologies subsidiary of Technical Ventures Inc.
On December 15, 2008 By majority consent the majority shareholders of Technical Ventures Inc. authorized the company to change the name to Amfil Technologies. This has not been completed by FINRA at this point in time.
Stock issuances after period ended to current
During the 2nd Qtr 2005 ending December 31, 2005 the company issued 0 shares of rule 144-restricted common stock for SERVICES, valued at $0 for an average share cost of $0; the company issued 647,778 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $36,789.31, for an average share cost of $.057; the company issued 0 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $0 for an average share cost of $0; resulting in a total share issuance of 647,778 shares for the quarter and a total issued and outstanding at the end of the period of 43,025,38 4.
During the 3rd Qtr 2005 ending March 31, 2006 the company issued 0 shares of rule 144-restricted common stock for SERVICES, valued at $0 for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $0, for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $0 for an average share cost of $0; resulting in a total share issuance of 0 shares for the quarter and a total issued and outstanding at the end of the period of 43,025,384.
During the 4th Qtr 2005 ending June 30, 2006 the company issued 0 shares of rule 144-restricted common stock for SERVICES, valued at $0 for an average share cost of $0; the company issued 233,270 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $8,164.00, for an average share cost of $.035; the company issued 0 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $0 for an average share cost of $0; resulting in a total share issuance of 233,270 shares for the quarter, a total issuance of 1,081,048 shares for FY 2005, and a total issued and outstanding at the end of the period of 43,258,654.
The Company ended June 30, 2006 FY 2005 with 43,258,654 shares issued and outstanding.
During the 1st Qtr 2006 ending September 30, 2006 the company issued 0 shares of rule 144-restricted common stock for SERVICES, valued at $0 for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $0, for an average share cost of $0; the company issued 1,502,005 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $60,179.00 for an average share cost of $.040; resulting in a total share issuance of 1,502,005 shares for the quarter and a total issued and outstanding at the end of the period of 44,760,659.
During the 2nd Qtr 2006 ending December 31, 2006 the company issued 0 shares of rule 144-restricted common stock for SERVICES, valued at $0 for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $0, for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $0 for an average share cost of $0; resulting in a total share issuance of 0 shares for the quarter and a total issued and outstanding at the end of the period of 44,760,659.
During the 3rd Qtr 2006 ending March 31, 2007 the company issued 0 shares of rule 144-restricted common stock for SERVICES, valued at $0for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $0, for an average share cost of $0; the company issued 255,000 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $10,200.00 for an average share cost of $.040; resulting in a total share issuance of 255,000 shares for the quarter and a total issued and outstanding at the end of the period of 45,015,659.
During the 4th Qtr 2006 ending June 30, 2007 the company issued 500,000 shares of rule 144-restricted common stock for SERVICES, valued at $15,000.00 for an average share cost of $.030; the company issued 0 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $0, for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $0 for an average share cost of $0; resulting in a total share issuance of 500,000 shares for the quarter, a total issuance of 2,257,005 shares for FY 2006, and a total issued and outstanding at the end of the period of 45,515,659.
During the 1st Qtr 2007 ending September 30, 2007 the company issued 0 shares of rule 144-restricted common stock for SERVICES, valued at $0 for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $0, for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $0 for an average share cost of $0; resulting in a total share issuance of 0 shares for the quarter and a total issued and outstanding at the end of the period of 45,515,659.
During the 2nd Qtr 2007 ending December 31, 2007 the company issued 0 shares of rule 144-restricted common stock for SERVICES, valued at $0 for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $0, for an average share cost of $0; the company issued 750,000 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $22,500.00 for an average share cost of $.030; resulting in a total share issuance of 750,000 shares for the quarter and a total issued and outstanding at the end of the period of 46,265659 .
During the 3rd Qtr 2007 ending March 31, 2008 the company issued 0 shares of rule 144-restricted common stock for SERVICES, valued at $0 for an average share cost of $0; the company issued 10,0272,328 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $538,381.25, for an average share cost of $.053; the company issued 875,000 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $38,800.00 for an average share cost of $.044; resulting in a total share issuance of 10,947,328 shares for the quarter and a total issued and outstanding at the end of the period of 57,212,987.
During the 4th Qtr 2007 ending June 30, 2008 the company issued 2,500,000 shares of rule 144-restricted common stock for SERVICES, valued at $75,000.00 for an average share cost of $.030; the company issued 3,000,000 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $115,260.00, for an average share cost of $.038; the company issued 0 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $0 for an average share cost of $0; resulting in a total share issuance of 5,500,000 shares for the quarter, a total issuance of 17,197,328 shares for FY 2007, and a total issued and outstanding at the end of the perio d of 62,712,987.
The Company ended June 30, 2008 FY 2007 with 62,712,987 shares issued and outstanding.
During the 1st Qtr 2008 ending September 30, 2008 the company issued 1,600,000 shares of rule 144-restricted common stock for SERVICES, valued at $155,000.00 for an average share cost of $.097; the company issued 1,309,150 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $60,736.00, for an average share cost of $.046; the company issued 0 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $0, for an average share cost of $0; resulting in a total share issuance of 2,909,150 shares for the quarter and a total issued and ou tstanding at the end of the period of 65,622,137.
During the 2nd Qtr 2008 ending December 31, 2008 the company issued 0 shares of rule 144-restricted common stock for SERVICES, valued at $0 for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $0, for an average share cost of $0; the company issued 3,350,000 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $77,400.00 for an average share cost of $.023; resulting in a total share issuance of 3,350,000 shares for the quarter and a total issued and outstanding at the end of the period of 68,97 2,137.
During the 3rd Qtr 2008 ending March 31, 2009 the company issued 500,000 shares of rule 144-restricted common stock for SERVICES, valued at $20,000.00 for an average share cost of $.040; the company issued 0 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $0, for an average share cost of $0; the company issued 420,000 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $8,406.60 for an average share cost of $.020; resulting in a total share issuance of 920,000 shares for the quarter and a total issued and outstanding at the end of the period of 69,892,137.
During the 4th Qtr 2008 ending June 30, 2009 the company issued 4,176,670 shares of rule 144-restricted common stock for SERVICES, valued at $87,950.00 for an average share cost of $.021; the company issued 0 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $0, for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $0 for an average share cost of $0; resulting in a total share issuance of 4,176,670 shares for the quarter, a total issuance of 11,355,820 shares for FY 2008, and a total issued and outstanding at the end of the period of 74,068,807.
The Company ended June 30, 2009 FY 2008 with 74,068,807 shares issued and outstanding.
During the 1st Qtr 2009 ending September 30, 2009 the company issued 0 shares of rule 144-restricted common stock for SERVICES, valued at $0 for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $0, for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $0 for an average share cost of $0; resulting in a total share issuance of 0 shares for the quarter and a total issued and outstanding at the end of the period of 74,068,807.
During the 2nd Qtr 2009 ending December 31, 2009 the company issued 13,000,000 shares of rule 144-restricted common stock for SERVICES, valued at $65,000.00 for an average share cost of $.005; the company issued 16,040,000 shares of rule 144-restricted common stock for CONVERTIBLE NOTES, valued at $240,600.00, for an average share cost of $.015; the company issued 40,000,000 shares of rule 144-restricted common stock for THE TECHNOLOGY ACQUISITION OF AMFIL, valued at $200,000.00 for an average share cost of $.005; resulting in a total share issuance of 69,040,000 shares for the quarter and a total issued and outstanding at the end of the period of 143,108,807.
During the 3rd Qtr 2009 ending March 31, 2009 the company issued 0 shares of rule 144-restricted common stock for SERVICES, valued at $0 for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $0, for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $0 for an average share cost of $0; resulting in a total share issuance of 0 shares for the quarter and a total issued and outstanding at the end of the period of 143,108,807.
During the 4th Qtr 2009 ending June 30, 2009 the company issued 0 shares of rule 144-restricted common stock for SERVICES, valued at $0 for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock for DEBT REDUCTION, valued at $0, for an average share cost of $0; the company issued 0 shares of rule 144-restricted common stock in a PRIVATE PLACEMENT, valued at $0 for an average share cost of $0; resulting in a total share issuance of 0 shares for the quarter, a total issuance of 69,040,000 shares for FY 2009, and a total issued and outstanding at the end of the period of 143,108,807.
The Company ended June 30, 2009 FY 2009 with 143,108,807 shares issued and outstanding.
Item 6. Exhibits and Reports on Form 10-Q
| | | |
| Exhibit Number | | Description |
| 31.1 | | Section 302 Certification of Chief Executive Officer |
| 31.2 | | Section 302 Certification of Chief Financial Officer |
| 32 | | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 Of The Sarbanes-Oxley Act Of 2002 |
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.
TECHNICAL VENTURES INC.
| Date: May 11, 2010 | BY: | /S/"Wayne A Doss" |
| | | Wayne A Doss, President and Chief |
| | | Executive Officer |
| Date: May 11, 2010 | BY: | /S/"Larry Leverton" |
| | | Larry Leverton, Secretary & Treasurer |
| | | and Chief Financial Officer |
