Of the Securities Exchange Act of 1934
ARIZONA VENTURES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 87-0403828
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
(Address of principal executive offices)
Registrant's telephone number including area code:(801) 497.9075
Former Address, 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 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.
(Number of shares of common stock the registrant had
outstanding as of April 30, 2003)
ITEM 1 - FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission.
In the opinion of the Company, all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2003 and the results of its operations and changes in its financial position from September 30, 2002 through March 31, 2003 have been made. The results of its operations for such interim period is not necessarily indicative of the results to be expected for the entire year.
Arizona Ventures, Inc.
Balance Sheet
March 31, September 31,
2003 2002
Assets $ - $ -
Total Assets $ - $ -
Current Liabilities
Accounts Payable $ 11,418 $ 4,025
Interest Payable 58,810 - -
Short-Term Loans 461,229 461,229
Shareholder Loans 495,965 495,965
Total Liabilities 1,027,422 961,219
Stockholders's Equity
Preferred Stock; 10,000,000 Shares Authorized at
$.001 Par Value; No Shares Issued and Outstanding - - - -
Common Stock, 100,000,000 Shares Authorized at
$.001 Par Value; 20,373,624 and 373,624 Shares
Issued and Outstanding, Respectively 20,373 373
Additional Paid In Capital 2,285,758 2,285,758
Accumulated Deficit (3,333,553) (3,247,350)
Total Stockholders' Equity (1,027,422) (961,219)
Total Liabilities and Equity $ - $ -
Statement of Operations
Unaudited
For the Three Months Ended For the Six Months Ended
March 31, March 31, March 31, March 31,
2003 2002 2003 2002
Revenue $ - $ - $ - $ -
Total Revenue - - - - - - - -
Expenses
General & Administrative 6,836 6,606 27,328 41,177
Total Operating Expenses 6,836 6,606 27,328 41,177
Net Income (Loss) (6,836) (6,606) (27,328) (41,177)
Other Income (Expenses)
Interest Expense (29,470) - (58,875) (58,409)
Total Other Income (Expenses) (29,470) - (58,875) (58,409)
Net Income (Loss) - Before Taxes (36,306) (6,606) (86,203) (99,586)
Taxes - - - - - - -
Net Income (Loss) $ (36,306) $ (6,606) $ (86,203) $ (99,586)
Loss per Common Share $ (0.00) $ (0.31) $ (0.01) $ (4.61)
Weighted Average Outstanding Shares 20,373,624 21,618 15,373,624 21,618
Statement of Cash Flows
Unaudited
For the Six Months Ended
March 31, March 31,
2003 2002
Cash Flows from Operating Activities
Net Income (Loss) $ (86,203) $ (99,586)
Changes in Operating Assets & Liabilities; Stock Issued for Services 20,000 -
Increase (Decrease) in Accounts Payable 7,373 12,935
Increase (Decrease) in Interest Payable 58,810 58,409
Net Cash (Used) by Operating Activities - - (28,242)
Cash Flows from Investing Activities - - -
Net Cash Provided by Investing Activities - - - -
Cash Flows from Financing Activities
Proceeds from Notes Payable - 28,242
Net Cash Provided by Financing Activities - - 28,242
Increase (Decrease) in Cash - - - -
Cash, Beginning of Year - - -
Cash, End of Year $ - $ -
Supplemental Cash Disclosure:
Interest $ - $ -
Taxes - - - -
Notes to the Financial Statements
March 31, 2003
NOTE 1 - Organization and History
Arizona Ventures, Inc. ("the Company") was organized under the provisions of the state of Delaware on December 26, 1991 as Life Medical Technologies, Inc. From inception to December 31, 1995, the Company operated as a development stage company according to the provisions of SFAS 7, "Accounting and Reporting of Development Stage Enterprises". At December 31, 1999, the Company's financial statements consisted of no assets or liabilities, however, the Company had common stock issued in the amount of $25,424; additional paid in capital of $1,838,110; and an accumulated deficit of $(1,863,534).
Effective May 11, 2000, the Company acquired all of the equity of Virtual Market Solutions.com, Inc., a privately-held Nevada Corporation, doing business as iBonZai.com ("VMS"), by issuing 9,250,000 shares of common stock in a reverse merger acquisition.
Due to the precipitous change in the Internet industry following the U.S. market break in the end of the second quarter of 2000, VMS experienced substantial obstacles in developing its business as a provider of broadband backbone, billing services and technical support to internet service providers. As the general and Internet industry economic conditions continued to deteriorate during the first half of 2001, management suspended operations and laid off all its employees. Following the events of September 11, 2001, management determined that it was in the best interest of the Company to rescind the acquisition of VMS. Effective November 28, 2001, the Company rescinded the acquisition of VMS in an effort to complete a restructure of the Company's capital and shed itself of debt. As such, 9,250,000 shares of the Company's common stock was rescinded, and the Company's additional paid-in capital, and accumulated deficit was returned to the books.
On January 10, 2002, the Company was merged into Ibonzai.com, Inc., a Nevada Corporation, for the purposes of changing corporate domicile. On January 15, 2002, the Company changed its name to China Global Development, Inc., and effected a 1 for 25 reverse stock split. Capitalization remained at 100,000,000 shares of common stock having a par value of $.001 per share and 10,000,000 shares of preferred stock having a par value of $.001 per share.
During February 2002, the Company acquired all of the issued and outstanding shares of Rainbow Light Global Corporation ("Rainbow"). Due to renewed deteriorations in the U.S. financial equity markets, the Company was unable to raise any capital to fund its new acquisition. Consequently, the Company rescinded the acquisition of Rainbow and canceled all shares issued for that acquisition.
On November 14, 2002, the Company changed its name to Arizona Ventures, Inc., and effected a 1 for 10 reverse stock split. Capitalization remained at 100,000,000 shares of common stock with a par value of $.001 per share and 10,000,000 shares of preferred stock with a par value of $.001 per share.
Notes to the Financial Statements
March 31, 2003
NOTE 2 - Significant Accounting Policies
A. The Company uses the accrual method of accounting.
B. Revenues and directly related expenses are recognized in the period when the goods are shipped to the customer.
C. Primary Earnings Per Share amounts are based on the weighted average number of shares outstanding at the dates of the financial statements. Fully Diluted Earnings Per Shares shall be shown on stock options and other convertible issues that may be exercised within ten years of the financial statement dates.
D. 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 of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
NOTE 3 - Income Taxes
The Company accounts for income taxes as related in Statement of Financial Standards No. 109 "Accounting for Income Taxes".
Statement of Financial Accounting Standards No. 109 " Accounting for Income Taxes" requires an asset and liability approach for financial accounting and reporting for income tax purposes. This statement recognizes (a) the amount of taxes payable or refundable for the current year and (b) deferred tax liabilities and assets for future tax consequences of events that have been recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the recognition of accounting transactions for tax and financial reporting purposes. There were no temporary differences at September 30, 2002 and earlier years; accordingly, no deferred tax liabilities have been recognized for all years.
The Company has cumulative net operating loss carryforwards of over $3,200,000 at September 30, 2002. No effect has been shown in the financial statements for the net operating loss carryforwards as the likelihood of future tax benefit from such net operating loss carryforwards is highly improbable. Accordingly, the potential tax benefits of the net operating loss carryforwards, estimated based upon current tax rates at September 30, 2002 and December 31, 2001 have been offset by valuation reserves of the same amount.
Notes to the Financial Statements
March 31, 2003
NOTE 4 - Going Concern
The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Currently, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company is currently seeking equity funding through private placements to raise sufficient funds to satisfy current debt.
NOTE 5 - Net Earnings (Loss) Per Share
Basic earnings (loss) per common share (BEPS) is based on the weighted average number of common shares outstanding during each period. Diluted earnings (loss) per common share is based on shares outstanding (computed as under BEPS) and dilutive potential common shares.
The following data shows the shares used in the computing loss per common share including dilutive potential common stock;
Common shares outstanding during the entire period. 20,373,624
Weighted average shares paid for, but not issued during the period. -
Weighted average number of common shares used in basic EPS dilutive effect of options. 20,373,624
Weighted average number of common shares and dilutive potential common shares used in diluted EPS. 20,373,624
NOTE 6 - Related Party Transactions
During the year ended September 30, 2002, shareholders of the Company loaned the Company a total of $376,491. The notes are unsecured, bear interest at rates between 8% and 18%, and are due on demand. On September 30, 2002, new promissory notes were signed which included accrued interest as part of the principal balances of the notes at that date. Accordingly, accrued interest of $119,474 was reclassified as part of the principal balance of the notes. As of March 31, 2003, no additions have been made to the principal balance.
Notes to the Financial Statements
March 31, 2003
NOTE 7 - Short Term Loans
Effective September 30, 2002, all of the Company's short term loans were renegotiated to include accrued interest, at that date, as part of the principal balance. Accordingly, $84,729 of accrued interest has been reclassified as principal.
March 31, September 30,
The Company has the following short term loans; 2003 2002
Short term loan, dated September 30, 2002, plus interest,
payable annually at $18%, due on demand. $ 135,050 $ 135,050
Short term loan, dated September 30, 2002, plus interest,
payable annually at 8%, due on demand. 297,680 297,680
Short term loan, dated September 30, 2002, plus interest,
payable annually at 8%, due on demand. 11,890 11,890
Short term loan, dated September 30, 2002, plus interest,
payable annually at 8%, due on demand. 1,609 1,609
Short term loan, dated September 30, 2002, plus interest,
payable annually at 8%, due on demand. 15,000 15,000
Total Short Term Loans $ 461,229 $ 461,229
Accrued interest on these loans at March 31, 2003 and September 30, 2002 $31,239 and $-0-, respectively.
NOTE 8 - Stockholders' Equity
During the period ended September 30, 2002, the Company issued 4,500,000 post split shares of common stock in exchange for all of the outstanding common shares of Rainbow Light Global Corporation. The shares were issued at par value for the acquisition. During June 2002, the acquisition of Rainbow Light Global Corporation was rescinded and the common shares returned and canceled.
During the year, the Company issued 152,000 post split shares in satisfaction of notes payable. Additional paid-in capital has been increased by $89,746, representing the excess of the value of the payable over the par value of the common stock.
On September 27, 2002, the Company issued 200,000 post split shares at par value for services provided by the President of the Company in locating business investors.
On November 11, 2002, the Company issued 20,000,000 post split shares at par valuefor services provided by the President of the Company in locating business investors.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Liquidity and Capital Resources. The Company has no assets and is currently in the process of looking for business opportunities to merge with or acquire. At minimum, the Company will need to raise additional capital through private funding to meet the financial needs of being a reporting company and to meet the obligations of the current accounts payable. In the past, the company has funded its operations from the sale of its products, the sale of common stock and loans from various sources. With the recission of the Rainbow acquisition, the Company no longer has any business operations. The Company is currently searching for a business opportunity to acquire or merged with. There is no guarantee that the Company will be successful in obtaining necessary funding to develop any business opportunities.
Results of Operation. The Company reported a net loss of $36,306 and $6,606 for the quarters ended March 31, 2003, and March 31, 2002, respectively. The Company anticipates very little or no overhead from future operations until a successor business can be acquired or merged.
Plan of Operations. The Company is currently in the process of looking for business opportunities to acquire or merge with. There is no guarantee that management will be successful in finding such an opportunity.
ITEM 3 - CONTROLS AND PROCEDURES.
(a) Evaluation of disclosure controls and procedures. The Company's principal executive officer and its principal financial officer, based on their evaluation of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 (c) as of a date within 90 days prior to the filing of this Quarterly Report on Form 10QSB, have concluded that the Company's disclosure controls and procedures are adequate and effective for the purposes set forth in the definition in Exchange Act rules.
(b) Changes in internal controls. There were no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's internal controls subsequent to the date of their evaluation.
OTHER INFORMATION
Item 1. Legal Proceedings None
Item 2. Changes in Securities None
Item 3. Defaults Upon Senior Securities None
Item 4. Submission of Matters to a Vote of Security Holders None
Item 5. Other InformationSubsequent to the end of the quarter, the Company executed an agreement to acquire all of the equity of Fox River, Inc., which is a privately-held Illinois corporation. The information regarding this transaction is incorporated by reference in the 8-K filed April 30, 2003.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits. The following exhibits have been filed with this report.
99.1 Written Statement of Chief Executive Officer and Chief Financial Officer with respect to compliance with Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
(b)Reports on Form 8-K. The Company filed the following reports on Form 8-K.
(1) Changes in control of registrant and other events filed April 30, 2003.
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 authorized officer.
Dated May 3, 2003 Arizona Ventures, Inc.
By:/s/
Paul F. Beatty
SECTION 302 CERTIFICATION
I, Paul F. Beatty, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Arizona Ventures, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared.
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 3, 2003/s/
Paul F. Beatty
Chief Executive Officer And Principal Accounting Officer
EXHIBIT 99.1
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Arizona Ventures, Inc., on Form 10-QSB for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the"Report"), the undersigned, Paul F. Beatty, Chief Executive Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C.1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: May 3, 2003/s/
Paul F. Beatty, Chief Executive Officer
And Principal Accounting Officer