UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10Q
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ___________
Commission file number: 000-27055
CONCORD VENTURES, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1472763
(State of Incorporation) (IRS Employer ID Number)
2460 WEST 26TH AVENUE, SUITE 380-C, DENVER, COLORADO 80211
(Address of principal executive offices)
303-380-8280
(Registrant's Telephone number)
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 past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to the 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 (ss.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 file, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [
] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller
reporting company) 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 [X] No [ ]
Indicate the number of share outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of August 13, 2010, there
were 2,359,407 shares of the registrant's common stock, $0.0001 par value,
issued and outstanding.
CONCORD VENTURES, INC.
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) Page
----
Balance Sheet - June 30, 2010 and December 31, 2009 3
Statement of Operations - Three months and six months ended
June 30, 2010 and 2009 4
Statement of Cash Flows - Six months June 30, 2010 and 2009 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
Item 4. Controls and Procedures 19
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Removed and Reserved 20
Item 5. Other Information 20
Item 6. Exhibits 20
SIGNATURES 21
PART I
ITEM 1. FINANCIAL STATEMENTS
CONCORD VENTURES, INC.
BALANCE SHEETS
JUNE 30, DECEMBER 31,
2010 2009
Unaudited Audited
ASSETS
TOTAL ASSETS $ - $ -
=============== ===============
LIABILITIES & STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts Payable $ 184,642 $ 174,830
Accrued Expenses 106,246 101,789
Capital Leases 3,660 3,660
Operating Leases 196,216 196,216
Loans - Related Party 129,809 99,809
--------------- ---------------
Total Current Liabilities 620,573 576,304
LONG TERM LIABILITIES - -
COMMITMENTS AND CONTINGENCIES (Note. 9)
STOCKHOLDERS' DEFICIT
Class A Common Stock; $0.0001 par value, 100,000,000, 1,148 1,148
shares authorized as at June 30, 2010 and December 31, 2009,
2,359,407 shares issued and outstanding as at June 30, 2010 and
December 31, 2009
Additional Paid In Capital 16,872,734 16,872,733
Accumulated Deficit (17,494,455) (17,450,185)
--------------- ---------------
Total Stockholders' Deficit (620,573) (576,304)
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ (0) $ -
=============== ===============
See accompanying Notes to Financial Statements.
F-1
CONCORD VENTURES, INC.
STATEMENTS OF OPERATIONS
UNAUDITED
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
2010 2009 2010 2009
------------- -------------- ------------- -------------
OPERATING EXPENSES / (INCOME)
General & Administrative Expenses 25,558 20,979 39,813 58,356
------------- -------------- ------------- -------------
Total Operating Expenses / (Income) 25,558 20,979 39,813 58,356
OPERATING PROFIT / (LOSS) (25,558) (20,979) (39,813) (58,356)
Interest and Other Income / (Expenses) Net (2,390) (1,097) (4,457) (1,827)
------------- -------------- ------------- -------------
Profit / (Loss) before Income Taxes (27,948) (22,076) (44,270) (60,183)
Provision for Income Taxes - - - -
------------- -------------- ------------- -------------
NET PROFIT / (LOSS) $ (27,948)$ (22,076)$ (44,270)$ (60,183)
============= ============== ============= =============
NET PROFIT / (LOSS) PER COMMON SHARE
Basic & Diluted ($0.01) ($0.01) ($0.02) ($0.03)
============= ============== ============= =============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic & Diluted 2,359,407 2,359,407 2,359,407 2,359,407
============= ============== ============= =============
See accompanying Notes to Financial Statements.
F-2
CONCORD VENTURES, INC.
STATEMENT OF CASH FLOWS
UNAUDITED
FOR THE SIX MONTHS ENDED
JUNE 30,
2010 2009
------------ -------------
CASH FLOW PROVIDED BY / (USED IN) OPERATING ACTIVITIES
NET PROFIT / (LOSS) $ (44,270) $ (60,183)
ADJUSTMENTS TO RECONCILE NET PROFIT / (LOSS) TO NET CASH
PROVIDED BY / (USED IN) OPERATING ACTIVITIES
CHANGES IN OPERATING ASSETS & LIABILITIES
Increase / (decrease) in Accounts Payable 9,812 23,233
Increase / (decrease) in Accrued Expenses 4,458 1,827
-------------- -------------
Total Cash Flow provided by / (used in) Operating Activities (30,000) (35,123)
CASH FLOW FROM INVESTING ACTIVITIES - -
-------------- -------------
Total Cash Flow provided by / (used in) Investing Activities - -
CASH FLOW FROM FINANCING ACTIVITIES
Increase in Other Loans 30,000 35,123
-------------- -------------
Total Cash Flow provided by / (used in) Financing Activities 30,000 35,123
INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS $ - $ 0
============== =============
Cash and Cash Equivalents at the beginning of the period $ - $ 0
============== =============
Cash and Cash Equivalents at the end of the period $ - $ 0
============== =============
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid for interest $ - $ -
-------------- -------------
Cash paid for income tax $ - $ -
-------------- -------------
No corporate bank accounts was open during the six months ended June 30, 2010 or
2009.
See accompanying Notes to Financial Statements.
F-3
CONCORD VENTURES, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2010
(UNAUDITED)
1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES:
Nature of Operations
Concord Ventures, Inc. was incorporated in August 1998 in the State of Colorado.
On February 16, 2001, we sold our entire business, and all of our assets, for
the benefit of our creditors under a Chapter 11 reorganization. We were
subsequently dismissed from the Chapter 11 reorganization, effective March 13,
2001, at which time the last of our remaining directors resigned. On March 13,
2001, we had no business or other source of income, no assets, no employees or
directors, outstanding liabilities of approximately $8.4 million and had
terminated our duty to file reports under securities law.
In February 2008, we were re-listed on the OTC Bulletin Board and so are now
listed on both the Pink Sheets and the OTC Bulletin Board and trade under the
symbol "CCVR"
Our business activities over the six months ended June 30, 2010, were focused on
the settlement of our outstanding liabilities, maintaining our SEC reporting
status and reincorporating ourselves in the State of Delaware.
In April 2010, we formed two subsidiary companies incorporated in the State of
Delaware. This is the first stage in reincorporating ourselves in Delaware as
authorized in our shareholder meeting of April 2008.
Basis of Presentation:
The accompanying unaudited financial statements of Concord Ventures, Inc. have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In our opinion the financial statements include all
adjustments (consisting of normal recurring accruals) necessary in order to make
the financial statements not misleading. Operating results for the six months
ended June 30, 2010 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2010. For more complete financial
information, these unaudited financial statements should be read in conjunction
with the audited financial statements for the year ended December 31, 2009
included in our Form 10-K filed with the SEC.
F-4
Significant Accounting Policies:
Cash and Cash Equivalents -- Cash and cash equivalents consist of cash and
highly liquid debt instruments with original maturities of less than three
months.
Impairment of Long-Lived and Intangible Assets -- In the event that facts and
circumstances indicated that the cost of long-lived and intangible assets may be
impaired, an evaluation of recoverability was performed. If an evaluation was
required, the estimated future undiscounted cash flows associated with the asset
were compared to the asset's carrying amount to determine if a write-down to
market value or discounted cash flow value was required.
Financial Instruments -- The estimated fair values for financial instruments was
determined at discrete points in time based on relevant market information.
These estimates involved uncertainties and could not be determined with
precision. The carrying amounts of notes receivable, accounts receivable,
accounts payable and accrued liabilities approximated fair value because of the
short-term maturities of these instruments. The fair value of notes payable
approximated to their carrying value as generally their interest rates reflected
our effective annual borrowing rate.
Income Taxes -- We account for income taxes under the liability method, which
requires recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the difference between the financial
statements and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse.
Comprehensive Income (Loss) -- Comprehensive income is defined as all changes in
stockholders' equity (deficit), exclusive of transactions with owners, such as
capital investments. Comprehensive income includes net income or loss, changes
in certain assets and liabilities that are reported directly in equity such as
translation adjustments on investments in foreign subsidiaries and unrealized
gains (losses) on available-for-sale securities. From our inception there were
no differences between our comprehensive loss and net loss.
Our comprehensive loss was identical to our net loss for the three and six
months ended June 30, 2010 and 2009.
Income (Loss) Per Share -- Income (loss) per share is presented in accordance
with Accounting Standards Update ("ASU"), Earning Per Share (Topic 260) which
requires the presentation of both basic and diluted earnings per share ("EPS")
on the consolidated income statements. Basic EPS would exclude any dilutive
effects of options, warrants and convertible securities but does include the
restricted shares of common stock issued. Diluted EPS would reflect the
potential dilution that would occur if securities of other contracts to issue
common stock were exercised or converted to common stock. Basic EPS calculations
are determined by dividing net income by the weighted average number of shares
of common stock outstanding during the year. Diluted EPS calculations are
determined by dividing net income by the weighted average number of common
shares and dilutive common share equivalents outstanding. Basic EPS for the
three and six months ended June 30, 2010 and 2009 as the exercise price of our
outstanding stock options was substantially in excess of our share price
throughout these periods.
F-5
Stock-Based Compensation -- We have adopted ASC Topic 718 (formerly SFAS 123R),
"Accounting for Stock-Based Compensation", which establishes a fair value method
of accounting for stock-based compensation plans. In accordance with guidance
now incorporated in ASC Topic 718, the cost of stock options and warrants issued
to employees and non-employees is measured on the grant date based on the fair
value. The fair value is determined using the Black-Scholes option pricing
model. The resulting amount is charged to expense on the straight-line basis
over the period in which we expect to receive the benefit, which is generally
the vesting period. The fair value of stock warrants was determined at the date
of grant using the Black-Scholes option pricing model. The Black-Scholes option
model requires management to make various estimates and assumptions, including
expected term, expected volatility, risk-free rate, and dividend yield.
Use of Estimates -- The preparation of our consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in these
financial statements and accompanying notes. Actual results could differ from
those estimates. Due to uncertainties inherent in the estimation process, it is
possible that these estimates could be materially revised within the next year.
Business Segments -- We believe that our activities during the three and six
months ended June 30, 2010 and 2009 comprised a single segment.
Recently Issued Accounting Pronouncements-- We have reviewed all recently
issued, but not yet effective, accounting pronouncements and do not believe the
future adoption of any such pronouncements may be expected to cause a material
impact on our financial condition or the results of our operations.
2. GOING CONCERN AND LIQUIDITY:
At June 30, 2010, we had no assets, no operating business or other source of
income, outstanding liabilities totaling $620,573 and a stockholder' deficit of
$620,573.
In our financial statements for the fiscal years ended December 31, 2009 and
2008, the Report of the Independent Registered Public Accounting Firm includes
an explanatory paragraph that describes substantial doubt about our ability to
continue as a going concern. Our financial statements for the have been prepared
on a going concern basis, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business. We
had a working capital deficit of $620,573 and reported an accumulated deficit of
$17,494,455 as at June 30, 2010.
It is our current intention to seek to reach satisfactory negotiated settlements
with our outstanding creditors, raise debt and/or equity financing to fund the
negotiated settlements with our creditors and to meet ongoing operating expenses
and attempt to merge with another entity with experienced management and
opportunities for growth in return for shares of our common stock to create
value for our shareholders. There is no assurance that this series of events
will be satisfactorily completed.
3. ASSETS
We had no assets during the three or six months ended June 30, 2010 and 2009.
F-6
4. ACCOUNTS PAYABLE
Of the outstanding accounts payable at June 30, 2010, $92,226 relate to
liabilities outstanding in December 2006 when we filed for Chapter 11 bankruptcy
protection which have not been settled or statute barred as yet. The remaining
accounts payable relate to current liabilities incurred in bringing our
financial and SEC filings up to date.
5. ACCRUED EXPENSES
Of the accrued liabilities outstanding as at June 30, 2010, $96,040 relate
accrued expenses outstanding in December 2006 when we filed for Chapter 11
bankruptcy protection which has not been settled or statute barred as yet. The
balance relates to interest on a loan provided to us by one of our directors.
6. CAPITAL AND OPERATING LEASES
These balances represent 100% of the total outstanding liabilities on capital
and operating leases outstanding in December 2006 when we filed for Chapter 11
bankruptcy protection which have not been settled or statute barred as yet.
7. LOAN - RELATED PARTY
Other loans represent the loan made to us by one of our directors, Mr. David J
Cutler.
As at June 30, 2010, we owed Mr. Cutler $140,015 (2009- $68,511) including
accrued interest of $10,206 (2009 - $2,701).
Interest is accrued on the loan at 8%.
8. COMMITMENTS:
Capital and Operating Leases
100% of the total outstanding balances on all capital and operating leases
outstanding in December 2006 when we filed for Chapter 11 bankruptcy protection
which have not been settled or statute barred as yet have been recognized in
full on the balance sheet.
We have not entered into any further capital or operating leases since December
2006.
Litigation
No legal proceedings are currently pending or threatened to the best of our
knowledge.
9. RELATED PARTY TRANSACTIONS
As at June 30, 2010, we owed Mr. Cutler $140,015 (2009- $68,511) including
accrued interest of $10,206 (2009 - $2,701).
F-7
During the three months ended June 30, 2010, we paid $15,000 (2009 - $15,000) of
Mr. Cutler's remuneration to Burlingham Corporate Finance, Inc. ("Burlingham")
in the form of consulting fees. Mr. Cutler is the principal shareholder of
Burlingham.
10. STOCKHOLDERS' DEFICIT:
Preferred Stock
We were authorized, without further action by the shareholders, to issue
10,000,000 shares of one or more series of preferred stock at a par value of
$0.0001, all of which is nonvoting. The Board of Directors may, without
shareholder approval, determine the dividend rates, redemption prices,
preferences on liquidation or dissolution, conversion rights, voting rights and
any other preferences.
No shares of preferred stock were issued or outstanding during the three or six
months ended June 30, 2010 and 2009.
Common Stock
We were authorized to issue 100,000,000 shares of common stock, par value
$0.0001 per share.
On April 29, 2008, we held our annual meeting of stockholders at which meeting
the majority of stockholders approved, an up to 3 for 1 reverse split of our
shares of common stock. No such reverse split has been effected as yet.
Recent Issuances
No shares of our common stock were issued in the three or six months ended June
30 2010 or 2009.
Warrants
No warrants were issued or outstanding during the three or six months ended June
30, 2010 or 2009.
Stock Options
Effective March 19, 1999, we adopted a stock option plan (the "Plan"). The Plan
provides for grants of incentive stock options, nonqualified stock options and
restricted stock to designated employees, officers, directors, advisors and
independent contractors. The Plan authorized the issuance of up to 75,000 shares
of Class A Common Stock. Under the Plan, the exercise price per share of a
non-qualified stock option must be equal to at least 50% of the fair market
value of the common stock at the grant date, and the exercise price per share of
an incentive stock option must equal the fair market value of the common stock
at the grant date.
F-8
The following table summarizes stock option activity under the Plan:
Under the Stock Option Plan: Other Grants:
------------------------------------------- --------------------
Granted to Granted to
Non- Employees Non-Employees
-------------------- --------------------
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price
------ -------- -------- -----
Outstanding at December 31, 2007 2,000 $45.00 - -
Granted - - - -
Exercised - - - -
Canceled - - - -
--------- --------- -------- ----------
Outstanding at December 31, 2008 2,000 $45.00 - -
Granted - - - -
Exercised - - - -
Canceled - - - -
--------- --------- -------- ----------
Outstanding at December 31, 2009 2,000 $45.00 - -
========= ========= ======== ==========
Exercisable at December 31, 2009 2,000 $45.00 - -
========= ========= ======== ==========
Exercisable at December 31, 2008 2,000 $45.00 - -
========= ========= ======== ==========
11. INCOME TAXES
We had losses since our Inception, and therefore were not subject to federal or
state income taxes. We have accumulated tax losses available for carryforward in
excess $17 million. The carryforward is subject to examination by the tax
authorities and expires at various dates through the year 2023. The Tax Reform
Act of 1986 contains provisions that may limit the NOL carryforwards available
for use in any given year upon the occurrence of certain events, including
significant changes in ownership interest. Consequently, following the issue
more than 50% of our total authorized and issued share capital in September 2006
to Mr. Cutler, one of our directors, our ability to use these losses is
substantially restricted by the impact of section 382 of the Internal Revenue
Code.
12. SEGMENT INFORMATION
Following the sale of our entire business and all of our assets effective
February 16, 2001, we consider our ongoing business activities to constitute a
single segment.
13. SUBSEQUENT EVENTS
We have evaluated subsequent events through August 13, 2010. Other than those
set out above, there have been no subsequent events after June 30, 2010 for
which disclosure is required.
F-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the consolidated
financial statements and notes thereto and the other financial information
included elsewhere in this report. This discussion contains forward-looking
statements that involve risks and uncertainties. We believe that our
expectations are based on reasonable assumptions within the bounds of our
knowledge of our business and operations: there can be no assurance that actual
results will not differ materially from our expectations. Such forward-looking
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those anticipated, including but not limited
to, our ability to reach satisfactorily negotiated settlements with our
outstanding creditors, raise debt and/or equity to fund negotiated settlements
with our creditors and to meet our ongoing operating expenses and merge with
another entity with experienced management and opportunities for growth in
return for shares of our common stock to create value for our shareholders. You
are urged to carefully consider these factors, as well as other information
contained in this Annual Report on Form 10-K and in our other periodic reports
and documents filed with the SEC.
OVERVIEW
On February 16, 2001, we sold our entire business, and all of our assets, for
the benefit of our creditors under a Chapter 11 reorganization. We were
subsequently dismissed from the Chapter 11 reorganization, effective March 13,
2001, at which time the last of our remaining directors resigned. On March 13,
2001, we had no business or other source of income, no assets, no employees or
directors, outstanding liabilities of approximately $8.4 million and had
terminated our duty to file reports under securities law.
In February 2008, we were re-listed on the OTC Bulletin Board and so are now
listed on both the Pink Sheets and the OTC Bulletin Board and trade under the
symbol "CCVR"
Our business activities over the three and six months ended June 30, 2010 and
2009 were focused on the settlement of our outstanding liabilities, maintaining
our SEC reporting status and reincorporating ourselves in the State of Delaware.
In April 2010, we formed two subsidiary companies incorporated in the State of
Delaware. This is the first stage in reincorporating ourselves in Delaware as
authorized in our shareholder meeting of April 2008.
PLAN OF OPERATIONS
Our plan of operation is to reach satisfactory negotiated settlements with our
outstanding creditors, obtain debt or equity finance to fund negotiated
settlements with our creditors and to meet our ongoing operating expenses, seek
a listing on the over the counter bulletin board and attempt to merge with
another entity with experienced management and opportunities for growth in
return for shares of our common stock to create value for our shareholders.
There is can be no assurance that this series of events can be successfully
completed, that any such business will be identified or that any stockholder
will realize any return on their shares after such a transaction has been
completed. In particular there is no assurance that any such business will be
located or that any stockholder will realize any return on their shares after
such a transaction. Any merger or acquisition completed by us can be expected to
1
have a significant dilutive effect on the percentage of shares held by our
current stockholders. We believe we are an insignificant participant among the
firms which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns that have significantly
greater financial and personnel resources and technical expertise than we have.
In view of our limited financial resources and limited management availability,
we will continue to be at a significant competitive disadvantage compared to our
competitors.
General Business Plan
We intend to seek, investigate and, if such investigation warrants, acquire an
interest in business opportunities presented to us by persons or firms which
desire to seek the advantages of an issuer who has complied with the Securities
Act of 1934 (the "1934 Act"). We will not restrict our search to any specific
business, industry or geographical location, and we may participate in business
ventures of virtually any nature. This discussion of our proposed business is
purposefully general and is not meant to be restrictive of our unlimited
discretion to search for and enter into potential business opportunities. We
anticipate that we may be able to participate in only one potential business
venture because of our lack of financial resources.
We may seek a business opportunity with entities which have recently commenced
operations, or that desire to utilize the public marketplace in order to raise
additional capital in order to expand into new products or markets, to develop a
new product or service, or for other corporate purposes. We may acquire assets
and establish wholly owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.
We expect that the selection of a business opportunity will be complex. Due to
general economic conditions, rapid technological advances being made in some
industries and shortages of available capital, we believe that there are
numerous firms seeking the benefits of an issuer who has complied with the 1934
Act. Such benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes) for all stockholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex. We have, and will continue to have, essentially
no assets to provide the owners of business opportunities. However, we will be
able to offer owners of acquisition candidates the opportunity to acquire a
controlling ownership interest in an issuer who has complied with the 1934 Act
without incurring the cost and time required to conduct an initial public
offering.
The analysis of new business opportunities will be undertaken by, or under the
supervision of, our Board of Directors. We intend to concentrate on identifying
preliminary prospective business opportunities which may be brought to our
attention through present associations of our director, professional advisors or
by our stockholders. In analyzing prospective business opportunities, we will
consider such matters as (i) available technical, financial and managerial
resources; (ii) working capital and other financial requirements; (iii) history
of operations, if any, and prospects for the future; (iv) nature of present and
expected competition; (v) quality, experience and depth of management services;
(vi) potential for further research, development or exploration; (vii) specific
risk factors not now foreseeable but that may be anticipated to impact the
2
proposed activities of the company; (viii) potential for growth or expansion;
(ix) potential for profit; (x) public recognition and acceptance of products,
services or trades; (xi) name identification; and (xii) other factors that we
consider relevant. As part of our investigation of the business opportunity, we
expect to meet personally with management and key personnel. To the extent
possible, we intend to utilize written reports and personal investigation to
evaluate the above factors.
We will not acquire or merge with any company for which audited financial
statements cannot be obtained within a reasonable period of time after closing
of the proposed transaction.
Acquisition Opportunities
In implementing a structure for a particular business acquisition, we may become
a party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another company or entity. We may also acquire stock or assets of
an existing business. Upon consummation of a transaction, it is probable that
our present management and stockholders will no longer be in control of us. In
addition, our sole director may, as part of the terms of the acquisition
transaction, resign and be replaced by new directors without a vote of our
stockholders, or sell his stock in us. Any such sale will only be made in
compliance with the securities laws of the United States and any applicable
state.
It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under application federal
and state securities laws. In some circumstances, as a negotiated element of the
transaction, we may agree to register all or a part of such securities
immediately after the transaction is consummated or at specified times
thereafter. If such registration occurs, it will be undertaken by the surviving
entity after it has successfully consummated a merger or acquisition and is no
longer considered an inactive company. The issuance of substantial additional
securities and their potential sale into any trading market which may develop in
our securities may have a depressive effect on the value of our securities in
the future. There is no assurance that such a trading market will develop.
While the actual terms of a transaction cannot be predicted, it is expected that
the parties to any business transaction will find it desirable to avoid the
creation of a taxable event and thereby structure the business transaction in a
so-called "tax-free" reorganization under Sections 368(a)(1) or 351 of the
Internal Revenue Code (the "Code"). In order to obtain tax-free treatment under
the Code, it may be necessary for the owner of the acquired business to own 80%
or more of the voting stock of the surviving entity. In such event, our
stockholders would retain less than 20% of the issued and outstanding shares of
the surviving entity. This would result in significant dilution in the equity of
our stockholders.
As part of our investigation, we expect to meet personally with management and
key personnel, visit and inspect material facilities, obtain independent
analysis of verification of certain information provided, check references of
management and key personnel, and take other reasonable investigative measures,
to the extent of our limited financial resources and management expertise. The
manner in which we participate in an opportunity will depend on the nature of
the opportunity, the respective needs and desires of both parties, and the
management of the opportunity.
3
With respect to any merger or acquisition, and depending upon, among other
things, the target company's assets and liabilities, our stockholders will in
all likelihood hold a substantially lesser percentage ownership interest in us
following any merger or acquisition. The percentage ownership may be subject to
significant reduction in the event we acquire a target company with assets and
expectations of growth. Any merger or acquisition can be expected to have a
significant dilutive effect on the percentage of shares held by our
stockholders.
We will participate in a business opportunity only after the negotiation and
execution of appropriate written business agreements. Although the terms of such
agreements cannot be predicted, generally we anticipate that such agreements
will (i) require specific representations and warranties by all of the parties;
(ii) specify certain events of default; (iii) detail the terms of closing and
the conditions which must be satisfied by each of the parties prior to and after
such closing; (iv) outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants; (v) set forth remedies
on defaults; and (vi) include miscellaneous other terms.
As stated above, we will not acquire or merge with any entity which cannot
provide independent audited financial statements within a reasonable period of
time after closing of the proposed transaction. If such audited financial
statements are not available at closing, or within time parameters necessary to
insure our compliance within the requirements of the 1934 Act, or if the audited
financial statements provided do not conform to the representations made by that
business to be acquired, the definitive closing documents will provide that the
proposed transaction will be voidable, at the discretion of our present
management. If such transaction is voided, the definitive closing documents will
also contain a provision providing for reimbursement for our costs associated
with the proposed transaction.
Competition
We believe we are an insignificant participant among the firms which engage in
the acquisition of business opportunities. There are many established venture
capital and financial concerns that have significantly greater financial and
personnel resources and technical expertise than we have. In view of our limited
financial resources and limited management availability, we will continue to be
at a significant competitive disadvantage compared to our competitors.
Investment Company Act 1940
Although we will be subject to regulation under the Securities Act of 1933, as
amended, and the 1934 Act, we believe we will not be subject to regulation under
the Investment Company Act of 1940 (the "1940 Act") insofar as we will not be
engaged in the business of investing or trading in securities. In the event we
engage in business combinations that result in us holding passive investment
interests in a number of entities, we could be subject to regulation under the
1940 Act. In such event, we would be required to register as an investment
company and incur significant registration and compliance costs. We have
obtained no formal determination from the SEC as to our status under the 1940
Act and, consequently, any violation of the 1940 Act would subject us to
material adverse consequences. We believe that, currently, we are exempt under
Regulation 3a-2 of the 1940 Act.
4
Liquidity and Capital Resources
At June 30, 2010, we had no assets, no operating business or other source of
income, outstanding liabilities totaling $620,573 and a stockholder' deficit of
$620,573.
In our financial statements for the fiscal years ended December 31, 2009 and
2008, the Report of the Independent Registered Public Accounting Firm includes
an explanatory paragraph that describes substantial doubt about our ability to
continue as a going concern. Our financial statements for the fiscal years ended
December 31, 2009 and 2008 have been prepared on a going concern basis, which
contemplates the realization of assets and the settlement of liabilities and
commitments in the normal course of business. We had a working capital deficit
of $620,573 and reported an accumulated deficit of $17,494,455 as at June 30,
2010.
It is our current intention to seek to reach satisfactory negotiated settlements
with our outstanding creditors, raise debt and/or equity financing to fund the
negotiated settlements with our creditors and to meet ongoing operating expenses
and attempt to merge with another entity with experienced management and
opportunities for growth in return for shares of our common stock to create
value for our shareholders. There is no assurance that this series of events
will be satisfactorily completed.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2010 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2009
General and Administrative Expenses
During the three months ended June 30, 2010, we incurred $25,558 in general and
administrative expenses compared to $20,979 in the three months ended June 30,
2009, an increase of $4,579. The increase was due to higher levels of legal fees
incurred in the three months ended June 30, 2010 as compared to the three months
ended June 30, 2009, as we pressed ahead with our reincorporation in the State
of Delaware.
Interest Expense
We recognized an interest expense of $2,390 during the three months ended June
30, 2010, compared to $1,097 during the three months ended June 30, 2009, an
increase of $1,293. This interest expense relates to the interest accrued on the
loans made to us by certain of our officers and shareholders. The increase in
the amount of interest between the two periods reflects the increase in the
average principal balance of the loans made to us by our officers and
shareholders between the two periods .
Profit / (Loss) before Income Tax
In the three months ended June 30, 2010, we recognized a loss before income tax
of $27,948 compared to a loss before income tax of $22,076 in the three months
ended June 30, 2009, an increase of $5,872 due to the factors discussed above.
5
Provision for Income Taxes
No provision for income taxes was required in the three months ended June 30,
2010 or 2009 as we generated tax losses both periods.
Net Profit / (Loss) and Comprehensive Profit / (Loss)
In the three months ended June 30, 2010, we recognized a net loss of $27,948
compared to net a loss of $22,076 in the three months ended June 30, 2009, an
increase of $5,872 due to the factors discussed above.
The comprehensive loss was identical to the net loss in both the three months
ended June 30, 2010 and 2009.
SIX MONTHS ENDED JUNE 30, 2010 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2009
General and Administrative Expenses
During the six months ended June 30, 2010, we incurred $39,813 in general and
administrative expenses compared to $58,356 in the six months ended June 30,
2009, a decrease of $18,543. The decrease was due to reduced legal fees incurred
during the six months ended June 30, 2010 as compared to the six months ended
June 30, 2009.
Interest Expense
We recognized an interest expense of $4,457 during the six months ended June 30,
2010, compared to $1,827 during the six months ended June 30, 2009, an increase
of $2,630. This interest expense relates to the interest accrued on the loans
made to us by certain of our officers and shareholders. The increase in the
amount of interest between the two periods reflects the increase in the average
principal balance of the loans made to us by our officers and shareholders
between the two periods.
Profit / (Loss) before Income Tax
In the six months ended June 30, 2010, we recognized a loss before income tax of
$44,270 compared to a loss before income tax of $60,183 in the six months ended
June 30, 2009, a decrease of $15,913 due to the factors discussed above.
Provision for Income Taxes
No provision for income taxes was required in the six months ended June 30, 2010
or 2009, as we generated tax losses both periods.
6
Net Profit / (Loss) and Comprehensive Profit / (Loss)
In the six months ended June 30, 2010, we recognized a net loss of $44,270
compared to a net loss of $60,183 in the six months ended June 30, 200, a
decrease of $15,913 due to the factors discussed above.
The comprehensive loss was identical to the net loss in both the six months
ended June 30, 2010 and 2009.
CASH FLOW INFORMATION FOR THE SIX MONTHS ENDED JUNE 30, 2010 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2009
At June 30, 2010, we had no assets, no operating business or other source of
income, outstanding liabilities totaling $620,573 and a stockholder' deficit of
$620,573.
During the six months ended June 30, 2010 and 2009, we did not have a bank
account and consequently, there were no movements in cash flow in the six months
ended June 30, 2010 and 2009. All our costs we paid for directly by Mr. Cutler,
an officer and director of the Company.
Net cash used in operations in the six months ended June 30, 2010, was $30,000.
This arose as our net losses for the six months ended June 30, 2010 were
$44,270, which required no adjustment for any non-cash items, were partially
offset by a net positive movement in $14,270 in our accounts payable and accrued
expenses. This does not represent an actual outflow of cash on our part.
Net cash used in operations in the six months ended June, 2009, was $35,123.
This arose as our net losses for the six months ended June, 2009 were $60,183,
which required no adjustment for any non-cash items, which were partially offset
by a net positive movement in $25,060 in our accounts payable and accrued
expenses. This does not represent an actual outflow of cash on our part.
No cash was provided by or used in investing activities during the six months
ended June 30, 2010 and 2009.
During the six months ended June, 2010, the Company received $30,000 from its
financing activities from a loan from a related party. This increase in the
related party loan was a result of the payment of liabilities and expenses on
our behalf by one of our directors. Net cash provided by financing activities
during the six months ended June 30, 2009 was $35,123 provided to us by way of
related party loans from the same director.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the
Company is not required to provide information required by this Item.
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ITEM 4. CONTROLS AND PROCEDURES
We maintain a system of disclosure controls and procedures (as defined in
Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) that is designed to
provide reasonable assurance that information that is required to be disclosed
is accumulated and communicated to management timely.
As required by SEC Rule 15d-15(b), our Chief Executive Officer and our Chief
Financial Officer carried out an evaluation under the supervision and with the
participation of our management, of the effectiveness of the design and
operation of our disclosure controls and procedures pursuant to Exchange Act
Rule 15d-14 as of the end of the period covered by this report
Based on that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures are effective in
timely alerting them to material information required to be disclosed in the our
periodic filings with the SEC.
ITEM 4T. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company in accordance with as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control
over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles, based on criteria established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission and includes those policies and
procedures that:
(i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our
assets;
(ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations
of our management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our assets that
could have a material effect on our financial statements.
Management's assessment of the effectiveness of the small business issuer's
internal control over financial reporting is as of the quarter ended March 31,
2010. We believe that internal control over financial reporting is effective. We
have not identified any, current material weaknesses considering the nature and
extent of our current operations and any risks or errors in financial reporting
under current operations.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. 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.
8
This quarterly report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this quarterly report.
There have been no changes in the issuer's internal control over financial
reporting identified in connection with the evaluation required by paragraph (d)
of Rule 240.15d-15 that occurred during the quarter ended March 31, 2010 that
has materially affected, or is reasonable likely to materially affect, the
issuer's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We were not subject to any legal proceedings during the three and six months
ended June, 2010 and, to the best of our knowledge, no legal proceedings are
pending or threatened.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
There were no changes in our securities in the three and six months ended June
30, 2010.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
We are in default under the terms of certain capital and operating leases as
described in Note 6. Capital and Operating Leases in the Notes to Financial
Statements above.
ITEM 4. REMOVED AND RESERVED
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibits. The following is a complete list of exhibits filed as part of this
Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.
Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act
Exhibit 32.1 Certification of Principal Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CONCORD VENTURES, INC.
Date: August 13, 2010 By: /s/ DAVID J. CUTLER
-----------------------------
David J Cutler
Chief Executive Officer, &
Chief Financial Officer
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