UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended November 30, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to ______________
Commission File Number 000-52892
UVENTUS TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
Nevada 98-0511130
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
932-8 #304 Gangnam-Gu, Daechi 4 Dong, Seoul, Korea
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (82) 10-5717-0812
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Number of shares outstanding of the registrant's class of common stock as of
January 7, 2009: 2,980,000
Authorized share capital of the registrant: 50,000,000 common shares, par value
of $0.001
The Company recorded $nil sales revenue for the three months ended November 30,
2008.
FORWARD-LOOKING STATEMENTS
THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS PREDICTIONS, PROJECTIONS AND OTHER
STATEMENTS ABOUT THE FUTURE THAT ARE INTENDED TO BE "FORWARD-LOOKING STATEMENTS"
WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (COLLECTIVELY, "FORWARD-LOOKING STATEMENTS"). FORWARD-LOOKING STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES. A NUMBER OF IMPORTANT FACTORS COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING
STATEMENTS. IN ASSESSING FORWARD-LOOKING STATEMENTS CONTAINED IN THIS QUARTERLY
REPORT ON FORM 10-QSB, READERS ARE URGED TO READ CAREFULLY ALL CAUTIONARY
STATEMENTS - INCLUDING THOSE CONTAINED IN OTHER SECTIONS OF THIS QUARTERLY
REPORT ON FORM 10-QSB. AMONG SAID RISKS AND UNCERTAINTIES IS THE RISK THAT THE
COMPANY WILL NOT SUCCESSFULLY EXECUTE ITS BUSINESS PLAN, THAT ITS MANAGEMENT IS
ADEQUATE TO CARRY OUT ITS BUSINESS PLAN AND THAT THERE WILL BE ADEQUATE CAPITAL
OR THEY MAY BE UNSUCCESSUFL FOR TECHNICAL, ECONOMIC OR OTHER REASONS.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Page Number
-----------
Balance Sheets................................................ 3
Statements of Operations...................................... 4
Statement of Stockholder's Equity............................. 5
Statements of Cash Flows...................................... 6
Notes to the Financial Statements............................. 7
2
Uventus Technologies Corp.
(A Development Stage Company)
Balance Sheets
November 30, August 31,
2008 2008
-------- --------
(unaudited)
ASSETS
Cash $ 1,168 $ 1,468
Prepaid expenses 5,000 7,500
-------- --------
Total assets $ 6,168 $ 8,968
======== ========
LIABILITIES
Accounts payable $ 10,200 $ 9,000
Due to stockholder (Note 3) 120 120
-------- --------
Total liabilities 10,320 9,120
======== ========
STOCKHOLDERS` EQUITY
Capital stock authorized -
50,000,000 common shares with a par value of $0.001
Capital stock issued and outstanding -
2,980,000 common shares 2,980 2,980
Additional paid in capital 56,020 56,020
Deficit (63,152) (59,152)
-------- --------
Total Stockholders' Equity (4,152) (152)
-------- --------
Total Liabilities and Stockholders' Equity $ 6,168 $ 8,968
======== ========
The accompanying notes are an integral part of these financial statements
3
Uventus Technologies Corp.
(A Development Stage Company)
Statements of Operations
For the three months ended November, 2008 and 2007 and
the period ended June 12, 2006 (Date of inception) to November 30, 2008
Period from
Inception
Three Months Three Months (June 12, 2006) to
November 30, November 31, November 30,
2008 2007 2008
---------- ---------- ----------
Revenue $ -- $ -- $ --
Professional fees 1,500 21,000 42,012
Office and miscellaneous -- 4,815 13,664
Filing fees 2,500 2,025 6,246
Incorporation costs, being loss for the period -- -- 1,230
---------- ---------- ----------
Net loss for the period $ (4.000) $ (27,840) $ (63,152)
========== ========== ==========
Weighted average shares outstanding 2,980,000 2,000,000
Loss per share $ (a) $ (a)
========== ==========
- ----------
(a) = Less than $0.01 per share
The accompanying notes are an integral part of these financial statements
4
Uventus Technologies Corp.
(A Development Stage Company)
Statements of Cash Flows
For the three months ended November 30, 2008 and 2007 and
the period ended June 12, 2006 (Date of inception) to November 30, 2008
Period from
Inception
(June 12, 2006) to
November 30, November 30, November 30,
2008 2007 2008
-------- -------- --------
OPERATING ACTIVITIES
Net loss $ (4,000) $(27,840) $(63,152)
Decrease in prepaid expenses 2,500 -- (5,000)
Increase in accounts payable 1,200 1,000 10,200
-------- -------- --------
Cash from operating activities (300) (26,840) (57,992)
-------- -------- --------
FINANCING ACTIVITIES
Increase in amounts due to stockholder -- 20,000 120
Cash from sale of stock -- -- 59,000
-------- -------- --------
Cash from financing activity -- 20,000 59,120
-------- -------- --------
Increase in cash (300) (6,840) 1,168
Cash, opening 1,468 10,000 --
-------- -------- --------
Cash, closing $ 1,168 $ 3,160 $ 1,168
======== ======== ========
The accompanying notes are an integral part of these financial statements
5
Uventus Technologies Corp.
(A Development Stage Company)
Statement of Stockholders`Equity
Common Shares Accumulated
------------------- Additional During
Issued Paid In Subscriptions Development
Shares Amount Capital Receivable Stage Total
------ ------ ------- ---------- ----- -----
Balance, June 12, 2006 (date of inception) -- $ -- $ -- $ -- $ -- $ --
Shares issued to founder on June 12, 2006
@ $0.005 per share 2,000,000 2,000 8,000 (10,000) -- --
Net loss -- -- -- -- (1,230) (1,230)
--------- ------- -------- -------- -------- --------
Balance, August 31, 2006 2,000,000 2,000 8,000 (10,000) (1,230) (1,230)
Subscriptions received -- -- -- 10,000 -- 10,000
--------- ------- -------- -------- -------- --------
Net loss -- -- -- -- (5,855) (5,855)
--------- ------- -------- -------- -------- --------
Balance, August 31, 2007 2,000,000 2,000 8,000 -- (7,085) 2,915
Private placement on February 14, 2008
@ $0.05 per share 980,000 980 48,020 -- -- 49,000
Net loss -- -- -- -- (52,067) (52,067)
--------- ------- -------- -------- -------- --------
Balance, August 31, 2008 2,980,000 2,980 56,020 -- (59,152) (152)
Net loss -- -- -- -- (4,000) (4,000)
--------- ------- -------- -------- -------- --------
Balance, November 30, 2008 2,980,000 $ 2,980 $ 56,020 $ -- $(63,152) $ (4,152)
========= ======= ======== ======== ======== ========
The accompanying notes are an integral part of these financial statements
6
Uventus Technologies Corp.
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 - NATURE OF OPERATIONS
Uventus Technologies Corp. ("the Company"), incorporated in the state of Nevada
on June 12, 2006, is a private company with business activities in online book
publishing.
The company has limited operations and in accordance with SFAS#7 is considered
to be in the development stage.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING BASIS
These financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.
FINANCIAL INSTRUMENT
The Company's financial instrument consists of amount due to stockholder.
The amount due to stockholder is non interest-bearing. It is management's
opinion that the Company is not exposed to significant interest, currency or
credit risks arising from its other financial instruments and that their fair
values approximate their carrying values except where separately disclosed.
USE OF ESTIMATES
The preparation of financial statements in conformity with United States
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 year.
The more significant areas requiring the use of estimates include asset
impairment, stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable under the circumstances. However, actual results may differ
from the estimates.
LOSS PER SHARE
Basic loss per share is calculated using the weighted average number of common
shares outstanding and the treasury stock method is used to calculate diluted
earnings per share. For the years presented, this calculation proved to be
anti-dilutive.
DIVIDENDS
The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the period shown.
7
Uventus Technologies Corp.
(A Development Stage Company)
Notes to Financial Statements
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
The Company provides for income taxes under Statement of Financial Accounting
Standards NO. 109, "Accounting for Income Taxes." SFAS No. 109 requires the use
of an asset and liability approach in accounting for income taxes.
SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. No
provision for income taxes is included in the statement due to its immaterial
amount, net of the allowance account, based on the likelihood of the Company to
utilize the loss carry-forward.
NET INCOME PER COMMON SHARE
Net income (loss) per common share is computed based on the weighted average
number of common shares outstanding and common stock equivalents, if not
anti-dilutive. The Company has not issued any potentially dilutive common
shares.
NOTE 3 - DUE TO STOCKHOLDER
Amount due to stockholder is unsecured, non-interest bearing and has no specific
terms of repayment.
NOTE 4 - CAPITAL STOCK
Common Shares - Authorized
The Company has 50,000,000 common shares authorized at a par value of $0.001 per
share.
Common Shares - Issued and Outstanding
On June 12, 2006, the Company issued 2,000,000 common shares at $0.005 per share
for total proceeds of $10,000.
On February 14, 2008, the Company issued 980,000 common shares at $0.05 per
share for total proceeds of $49,000.
As at November 30, 2008, the Company has no warrants or options outstanding.
8
Uventus Technologies Corp.
(A Development Stage Company)
Notes to Financial Statements
NOTE 5 - INCOME TAXES
The Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, ACCOUNTING FOR INCOME TAXES. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect currently.
SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred tax asset is $13,893, which is calculated by multiplying a 22%
estimated tax rate by the cumulative NOL of $63,152.
The company has non-capital losses of $63,152.
NOTE 6 - RELATED PARTY TRANSACTION
As at November 30, 2008, there is a balance owing to a stockholder of the
Company in the amount of $120 (2006: $1,355). This balance is unsecured,
non-interest bearing and has no specific terms of repayment.
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities that become available. They may face a conflict in selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.
NOTE 8 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As discussed in the notes to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about the Company's ability to continue as a going
concern. Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern. The financial statements do not include
any adjustments that might result from this uncertainty.
9
Uventus Technologies Corp.
(A Development Stage Company)
Notes to Financial Statements
NOTE 8 - GOING CONCERN (CONTINUED)
The Company's activities to date have been supported by equity financing. It has
sustained losses in all previous reporting periods with an inception to date
loss of $63,152 as of November 30, 2008. Management continues to seek funding
from its shareholders and other qualified investors to pursue its business plan.
In the alternative, the Company may be amenable to a sale, merger or other
acquisition in the event such transaction is deemed by management to be in the
best interests of the shareholders.
Below is a listing of the most recent accounting standards SFAS 150-154 and
their effect on the Company.
STATEMENT NO. 150 - ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH
CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY (ISSUED 5/03)
This Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity.
STATEMENT NO. 151- INVENTORY COSTS-AN AMENDMENT OF ARB NO. 43, CHAPTER 4 (ISSUED
11/04)
This statement amends the guidance in ARB No. 43, Chapter 4, INVENTORY PRICING,
to clarify the accounting for abnormal amounts of idle facility expense,
freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43,
Chapter 4, previously stated that "...under some circumstances, items such as
idle facility expense, excessive spoilage, double freight and re-handling costs
may be so abnormal ass to require treatment as current period charges...." This
Statement requires that those items be recognized as current-period charges
regardless of whether they meet the criterion of "so abnormal." In addition,
this Statement requires that allocation of fixed production overheads to the
costs of conversion be based on the normal capacity of the production
facilities.
STATEMENT NO. 152 - ACCOUNTING FOR REAL ESTATE TIME-SHARING TRANSACTIONS (AN
AMENDMENT OF FASB STATEMENTS NO. 66 AND 67)
This Statement amends FASB Statement No. 66, ACCOUNTING FOR SALES OF REAL
ESTATE, to reference the financial accounting and reporting guidance for real
estate time-sharing transactions that is provided in AICPA Statement of Position
(SOP) 04-2, ACCOUNTING FOR REAL ESTATE TIME-SHARING TRANSACTIONS.
This Statement also amends FASB Statement No. 67, Accounting FOR COSTS AND
INITIAL RENTAL OPERATIONS OF REAL ESTATE PROJECTS, states that the guidance for
(a) incidental operations and (b) costs incurred to sell real estate projects
does not apply to real estate time-sharing transactions. The accounting for
those operations and costs is subject to the guidance in SOP 04-2.
10
Uventus Technologies Corp.
(A Development Stage Company)
Notes to Financial Statements
NOTE 8 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
STATEMENT NO. 153- EXCHANGES OF NON-MONETARY ASSETS (AN AMENDMENT OF APB OPINION
NO. 29)
The guidance in APB Opinion No. 29, ACCOUNTING FOR NON-MONETARY TRANSACTIONS, is
based on the principle that exchanges of non-monetary assets should be measured
based on the fair value of the assets exchanged. The guidance in that Opinion,
however, includes certain exceptions to the principle. This Statement amends
Opinion 29 to eliminate the exception for non-monetary exchanges of similar
productive assts and replaces it with a general exception for exchanges of
non-monetary assets that do not have commercial substance. A non-monetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange.
STATEMENT NO. 154 - ACCOUNTING CHANGES AND ERROR CORRECTIONS (A REPLACEMENT OF
APB OPINION NO. 20 AND FASB STATEMENT NO. 3)
This Statement replaces APB Opinion No. 20, ACCOUNTING CHANGES, and FASB
Statement No. 3, REPORTING ACCOUNTING CHANGES IN INTERIM FINANCIAL STATEMENTS,
and changes the requirements for the accounting for and reporting of a change in
accounting principle. This Statement applies to all voluntary changes in
accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions. When a pronouncement includes specific
transition provisions, those provisions should be followed.
The adoption of these new Statements is not expected to have a material effect
on the Company's current financial position, results or operations, or cash
flows.
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, DETERMINING
WHETHER INSTRUMENTS GRANTED IN SHARE-BASED PAYMENT TRANSACTIONS ARE
PARTICIPATING SECURITIES, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. We
are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
03-6-1 would have material effect on our consolidated financial position and
results of operations if adopted.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
11
Uventus Technologies Corp.
(A Development Stage Company)
Notes to Financial Statements
NOTE 8 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for "plain vanilla" share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.
12
Uventus Technologies Corp.
(A Development Stage Company)
Notes to Financial Statements
NOTE 8 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations'. This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in Consolidated Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not believed that this will have an impact on the Company's consolidated
financial position, results of operations or cash flows.
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities--Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This option is available to
all entities. Most of the provisions in FAS 159 are elective; however, an
amendment to FAS 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the adoption of this pronouncement will have on its consolidated financial
statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement will change current practice. This statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. Earlier application is
encouraged, provided that the reporting entity has not yet issued financial
statements for that fiscal year, including financial statements for an interim
period within that fiscal year. The Company will adopt this statement March 1,
2008, and it is not believed that this will have an impact on the Company's
consolidated financial position, results of operations or cash flows.
13
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
GENERAL OVERVIEW
We are a development stage company that was formed in Nevada on June 12, 2006.
We plan to develop an online e-book publishing business. Our internet based
company will service authors who want to publish in electronic format. Our
company will not charge a fee to authors to publish e-books, but rather will
focus on sales and marketing efforts to earn revenue on each incremental sale of
e-books to customers. We have commenced only limited operations, primarily
focused on designing and launching an "information only" website to start to
build brand awareness of our planned e-publishing business. We have never
declared bankruptcy, have never been in receivership, and have never been
involved in any legal action or proceedings. We have not made any significant
purchase or sale of assets, nor has the Company been involved in any mergers,
acquisitions or consolidations. We are not a blank check registrant as that term
is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933,
because we have a specific business plan and purpose. Neither Uventus
Technologies Corp., nor its officers, directors, promoters or affiliates, has
had preliminary contact or discussions with, nor do we have any present plans,
proposals, arrangements or understandings with any representatives of the owners
of any business or company regarding the possibility of an acquisition or
merger. Our offices are currently located at 932-8 #304, Gangnam-Gu, Daechi 4
Dong, Seoul, Korea. Our telephone number is (82) 10-5717-0812. We have under
construction an information only website at www.epublishlive.com.
The dynamic growth of the internet has made it much easier for people to write
and get published. Authors who write technical, fiction, and non-fiction
material are looking for venues to publish their books. In addition, current
trends show a growing demand from customers to obtain information right away.
More people are using the internet and other e-commerce vehicles to accomplish
this. Books published in electronic format, or e-books for short, are growing in
popularity. The flexibility offered by an e-book format allows readers to
quickly search the entire content of the publication to find the specific
information they are looking for. The electronic format of the e-book offers
readers a multi-dimensional format. The e-book can appeal to the cover-to-cover
reader and to someone who just wants to search for specific information.
Since incorporation, we have not made any significant purchases or sale of
assets, nor have we been involved in any mergers, acquisitions or
consolidations. Uventus has never declared bankruptcy, has never been in
receivership, and has never been involved in any legal action or proceedings.
PLAN OF OPERATION
Our business model is built around online delivery using the internet. The World
Wide Web has become an economical distribution channel. We plan to leverage the
technological innovations of the internet to offer our services to authors, to
communicate directly with them, to provide editorial services, to advertise
their books, to sell their books to customers, and to perform all necessary
financial transactions electronically. We plan to use the online services of
PayPal for customer e-book orders from our inventory, royalty payments to
authors, and commission payments to re-sellers.
We will target the print-on-demand sector of the market for journalists and
other authors who want to see their stories in print. We plan to offer writers a
turn-key service package to help them reach their goal, which includes the
following services:
* A variety of publishing options
* Knowledgeable support system
* Worldwide distribution
* Editing and proofreading services
By means of our website, we intend to provide prospective authors with an
outline of the process and walk them through each of the following five steps:
1. Registration
2. Review of Manuscript Guidelines
14
3. Submission of Manuscript
4. Publishing the e-book
5. Online marketing program
We plan to then sell our authors' e-books to customers via our website.
During the first stages of Uventus' growth, our officers and directors will
provide most of the labor required to execute our business plan at no charge.
Since we intend to operate with very limited administrative support, the
officers and directors will continue to be responsible for administering the
company for at least the first year of operations. Management has no intention
at this time to hire additional employees during the first year of operations,
with the exception of one temporary contract sales representative and one
contract software developer. Due to limited financial resources, each of the
management team will dedicate between 20 and 30 hours per week in order to carry
out operations.
Our plan of operation is to outsource the development of the website and to
launch our marketing plan. Initially, we plan to commence marketing of our
e-publishing services using Google and Yahoo website CPC programs. In our
management's opinion there is a need for e-publishing in the print-on-demand
sector of the market for journalists and other authors who want to see their
stories in print. We plan to offer writers a turn-key service package to help
them reach their goal.
To meet our initial need for cash, we are attempting to raise money from this
offering. We intend to sell up to a maximum of 1,200,000 shares of our common
stock through this offering, which would generate up to $40,000 in net proceeds.
We believe that this will allow us to continue our website development,
including the development of software for the website, market our e-publishing
services, and remain in business for twelve months. If we are unable to generate
revenues after the twelve months for any reason, or if we are unable to make a
reasonable profit after twelve months, we may have to suspend or cease
operations. At the present time, we have not made any arrangements to raise
additional cash, other than through this offering. If we raise less than the
maximum amount and need additional funds, we may seek to obtain additional funds
through a second public offering, private placement of securities, or loans.
Other than as described in this paragraph, we have no other financing plans at
this time.
ACTIVITIES DURING THE QUARTER ENDED NOVEMBER 30, 2008 UNDER OUR PLAN OF
OPERATION
During our first three months, we originally planned to:
* Search for and hire an independent website developer and web hosting
company
* Design the specifications for the website and associated modules
* Hire a web interface designer and complete web interface design
* Commence database development upon completion of high level design
* Launch the "information only" web site
* Open a corporate office
* Develop submission guidelines and post on website
* Develop a set of standard policies and guidelines for our editorial
staff
* Initiate development of our corporate and marketing materials
Miscellaneous activities: We procured our phone and fax services.
We did not initiate the development of our corporate and marketing collateral.
RESULTS OF OPERATIONS
Our company posted losses of $4,000 and $27,840 for the three months ended
November 30, 2008 and 2007. From inception to November 30, 2008 we have incurred
losses of $63,152. The principal component of our losses for the three months
ended November 30, 2008 included professional fees of $1,500 and filing fees of
$2,500.
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LIQUIDITY AND CASH RESOURCES
At November 30, 2008 and 2007, we had a working capital deficiency of $4,152 and
$152. We opened the first quarter with approximately $1,468 in cash. As of the
date hereof, we have approximately $1,100. We presently have a budgeted
shortfall for our 12 month plan of operations of approximately $10,000.
Because we have not generated any revenue from our business, and we are
approximately 11-13 months away from being in a position to generate revenues,
we will need to raise additional funds for the future development of our
business and to respond to unanticipated requirements or expenses. Our current
cash balances will be extinguished by March 2009, provided we do not have any
unanticipated expenses. We do not currently have any arrangements for financing
and we can provide no assurance to investors we will be able to find such
financing. There can be no assurance that additional financing will be available
to us, or on terms that are acceptable. Consequently, we may not be able to
proceed with our intended business plans or complete the development and
commercialization of Paragon.
If we fail to generate sufficient net revenues, we will need to raise additional
capital to continue our operations thereafter. We cannot guarantee that
additional funding will be available on favorable terms, if at all. Any
shortfall will effect our ability to expand or even continue our operations. We
cannot guarantee that additional funding will be available on favorable terms,
if at all.
ITEM 3. CONTROLS AND PROCEDURES
As required by Rule 13a-15 under the Exchange Act, we have carried out an
evaluation of the effectiveness of the design and operation of our company's
disclosure controls and procedures as of the end of the period covered by this
quarterly report for the three months ended November 30, 2007. This evaluation
was carried out under the supervision and with the participation of our
company's management, including our company's president and chief executive
officer. Based upon that evaluation, our company's president and chief executive
officer concluded that our company's disclosure controls and procedures are
effective as at the end of the period covered by this report. There have been no
changes in our internal controls over financial reporting that occurred during
our most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect our internal controls over financial reporting.
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our company's
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our company's reports filed under the
Exchange Act is accumulated and communicated to management, including our
company's president as appropriate, to allow timely decisions regarding required
disclosure.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
On November 15, 2007 the SEC declared our registration statement on Form SB-2
effective.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Pursuant to Rule 601 of Regulation SB, the following exhibits are included
herein or incorporated by reference.
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation*
3.2 By-laws*
31.1 Certification of CEO Pursuant TO 18 U.S.C. ss. 1350, Section 302
31.2 Certification of CFO Pursuant to 18 U.S.C. ss. 1350, Section 302
32.1 Certification Pursuant to 18 U.S.C. ss.1350, Section 906
32.2 Certification Pursuant to 18 U.S.C. ss. 1350, Section 906
- ----------
* Incorporated by reference to our SB2 Registration Statement, File Number
333-146840
(b) Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this 7th day of
January, 2009.
UVENTUS TECHNOLOGIES CORP.
Date: January 7, 2009 By: /s/ Richard Pak
--------------------------------------
Name: Richard Pak
Title: President/CEO, Principal Executive
Officer, Director
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