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 May 31, 2009 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 July 14, 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 May 31, 2009. FORWARD-LOOKING STATEMENTS THIS QUARTERLY REPORT ON FORM 10-Q 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-Q, READERS ARE URGED TO READ CAREFULLY ALL CAUTIONARY STATEMENTS - INCLUDING THOSE CONTAINED IN OTHER SECTIONS OF THIS QUARTERLY REPORT ON FORM 10-Q. 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 May 31, August 31, 2009 2008 -------- -------- (unaudited) ASSETS Cash $ 408 $ 1,468 Prepaid expenses -- 7,500 -------- -------- Total assets $ 408 $ 8,968 ======== ======== LIABILITIES Accounts payable $ 11,200 $ 9,000 Due to stockholder (Note 3) 5,816 120 -------- -------- Total liabilities $ 17,016 $ 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 (75,608) (59,152) -------- -------- Total Stockholders' Equity (16,608) (152) -------- -------- Total Liabilities and Stockholders' Equity $ 408 $ 8,968 ======== ======== The accompanying notes are an integral part of these financial statements 3 Uventus Technologies Corp. (A Development Stage Company) Statements of Operations Period from Inception (June 12, 2006) Three Months Three Months Nine Months Nine Months to May 31, May 31, May 31, May 31, May 31, 2009 2008 2009 2008 2009 ---------- ---------- ---------- ---------- ---------- Revenue $ -- $ -- $ -- $ -- $ -- General and Administrative Expenses 5,880 11,237 16,456 41,820 75,608 ---------- ---------- ---------- ---------- ---------- Net (loss) for the period $ (5,880) $ (11,237) $ (16,456) $ (41,820) $ (75,608) ========== ========== ========== ========== ========== (Loss) per share $ (a) $ (0.01) $ (a) $ (a) ========== ========== ========== ========== Weighted average number of common shares outstanding 2,980,000 2,980,000 2,980,000 2,980,000 - ---------- (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 Period from Inception (June 12, 2006) Nine Months Nine Months to May 31, May 31, May 31, 2009 2008 2009 -------- -------- -------- OPERATING ACTIVITIES Net loss $(16,456) $(41,820) $(75,608) Decrease in prepaid expenses 7,500 -- -- Increase in accounts payable 2,200 4,200 11,200 -------- -------- -------- Cash from operating activities (6,756) (38,855) (64,408) -------- -------- -------- FINANCING ACTIVITIES Increase in amounts due to stockholder 5,696 -- 5,816 Cash from sale of stock -- 49,000 59,000 -------- -------- -------- Cash from financing activity 5,696 49,000 64,816 -------- -------- -------- Increase in cash (1,060) 10,145 408 Cash, opening 1,468 10,000 -- -------- -------- -------- Cash, closing $ 408 $ 20,145 $ 408 ======== ======== ======== 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 -- -- -- -- (16,456) (16,456) --------- ------- -------- -------- -------- -------- Balance, May 31, 2009 2,980,000 $ 2,980 $ 56,020 $ -- $(75,608) $(16,608) ========= ======= ======== ======== ======== ======== 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. 7 Uventus Technologies Corp. (A Development Stage Company) Notes to Financial Statements NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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. 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 May 31, 2009, 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 $16,633, which is calculated by multiplying a 22% estimated tax rate by the cumulative NOL of $75,608. The company has non-capital losses of $75,608. NOTE 6 - RELATED PARTY TRANSACTION As at May 31, 2009, there is a balance owing to a stockholder of the Company in the amount of $5,816 (2008: $120). 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 $75,608 as of May 31, 2009. 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. 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 $5,880 and $11,237 for the three months ended May 31, 2009 and 2008. From inception to May 31, 2009 we have incurred losses of $75,608. The principal component of our losses for the three months ended May 31, 2009 included professional fees of $2,750, general and administrative costs of $2,500 and filing fees of $630. LIQUIDITY AND CASH RESOURCES At May 31, 2009 and August 31, 2008, we had a working capital deficiency of $16,608 and $152. We opened the third quarter with approximately $688 in cash. As of the date hereof, we have approximately $400. 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. We anticipate that our current cash balances will be extinguished by July of 2009, provided we do not have any unanticipated expenses. We do not currently have any 15 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 Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: - Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; - Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and - Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. As of May 31, 2009 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and 16 procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of May 31, 2009. Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. MANAGEMENT'S REMEDIATION INITIATIVES In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2009. Additionally, we plan to test our updated controls and remediate our deficiencies by December 31, 2009. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. 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. 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. 17 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. 18 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 14th day of July, 2009. UVENTUS TECHNOLOGIES CORP. Date: July 14, 2009 By: /s/ Richard Pak ----------------------------------------------- Name: Richard Pak Title: President/CEO, Principal Executive Officer, Director 19