UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 2003
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-50141
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Aegir Ventures, Inc.
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(Exact name of registrant as specified in its charter)
Delaware pending
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
244 Fifth Avenue, #W219, New York, New York 10001-7604
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(Address of principal executive offices) (Zip Code)
(212) 504-8120
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(Registrant's telephone number, including area code)
n/a
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 such filing requirements for the past 90 days.
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Outstanding at September 30, 2003
Common Stock, par value $0.0001 - 1,240,000
Transitional Small Business Disclosure Format (check one): [ ] Yes [X] No
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Registrant required to be filed with this 10-
QSB Quarterly Report were prepared by management and commence on the following
page, together with related Notes. In the opinion of management, the Financial
Statements fairly present the financial condition of the Registrant.
Aegir Ventures, Inc.
(A Development Stage Company)
As of September 30, 2003
(Unaudited)
ASSETS
CURRENT ASSETS $ --
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TOTAL CURRENT ASSETS $ --
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OTHER ASSETS $ --
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TOTAL OTHER ASSETS $ --
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TOTAL ASSETS $ --
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LIABILITIES and STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ --
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TOTAL LIABILITIES $ --
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STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value; 20,000,000 shares
authorized, 0 shares issued and outstanding $ --
Common stock, $0.0001 par value; 100,000,000 shares
authorized; 1,240,000 shares issued and outstanding $ 124
Additional paid-in capital $ --
Accumulated deficit during development stage $ (124)
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TOTAL STOCKHOLDERS' EQUITY $ --
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ --
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The accompanying notes are an integral part of financial statements.
Aegir Ventures, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
Nine Months July 16, 2002
Ended (Inception) to
September 30, September 30,
2003 2003
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Income $ -- $ --
Expenses
Organization expense -- 124
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Total expenses -- 124
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NET LOSS $ -- $ (124)
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See accompanying notes to financial statements
Aegir Ventures, Inc.
(A Development Stage Company)
Statements of Cash Flows
Unaudited
Nine Months July 16, 2002
Ended (Inception) to
September 30, September 30,
2003 2003
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CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ -- $ (124)
Adjustment to reconcile net
loss to net cash provided by
operational activities issue
of common stock for services -- 124
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Net cash used in operating
activities -- --
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CASH FLOWS FROM INVESTING
ACTIVITIES -- --
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CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of
common stock -- --
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Net cash provided by
financing activities -- --
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INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS -- --
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD -- --
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CASH AND CASH EQUIVALENTS
END OF PERIOD $ -- $ --
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See accompanying notes to financial statements
Aegir Ventures, Inc.
(A Development Stage Company)
Notes To Financial Statements
For the Period Ended September 30, 2003 (Unaudited)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Aegir Ventures, Inc. (a development stage company) ("the Company") was
incorporated in the State of Delaware on July 16, 2002 to serve as a vehicle
to effect a merger, exchange of capital stock, asset acquisition or other
business combination with a domestic or foreign private business. At September
30, 2003, the Company had not yet commenced any formal business operations,
and all activity to date relates to the Company's formation and proposed
fund raising. The Company's fiscal year end is December 31.
The Company's ability to commence operations is contingent upon its ability to
identify a prospective target business.
B. Basis of Presentation
The accompanying unaudited financial statements have been prepared by the
Company in accordance with generally accepted accounting principles in the
United States and pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements, prepared in accordance with generally
accepted accounting principles, have been condensed or omitted pursuant to such
rules and regulations. The Company believes that the disclosures in these
financial statements are adequate and not misleading.
In the opinion of management, the unaudited financial statements contain all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the Company's financial position, results of operations
and cash flows. Operating results for the quarter ended March 31, 2003 are
not necessarily indicative of the results for any future period.
C. Going Concern
The accompanying financial statements have been prepared in conformity with the
U.S. generally accepted accounting principles, which contemplate continuation
of the Company as a going concern. However, the Company was only recently
formed, has incurred losses since its inception and has not yet been successful
in establishing profitable operations. These factors raise substantial doubt
about the ability of the Company to continue as a going concern.
In this regard, management is proposing to raise any necessary additional funds
to meet its ongoing expenses through shareholder loans or private placement of
its equity securities. There is no assurance that the Company will be
successful in raising this additional capital. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
D. Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.
E. Income Taxes
The Company accounts for income taxes under the Financial Accounting Standards
Board of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("Statement 109"). Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
Under Statement 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. There were no current or deferred income tax expense or
benefits due to the Company not having any material operations for the period
ending September 30, 2003.
NOTE 2. STOCKHOLDERS' EQUITY
A. Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred stock at
$.0001 par value, with such designations, voting and other rights and
preferences as may be determined from time to time by the Board of Directors.
As of September 30, 2003, no preferred stock has been issued.
B. Common Stock
The Company is authorized to issue 100,000,000 shares of common stock at $.0001
par value. On July 16, 2002, the Company issued 1,240,000 shares of its common
stock to the founder of the Company pursuant to Section 4(2) of the Securities
Act of 1933 for an aggregate of $124 in services.
C. Warrant and Options
There are no warrants or options outstanding to issue any additional shares of
common stock.
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion should be read in conjunction with the information
contained in the financial statements of the Company and the Notes thereto
appearing elsewhere herein.
Results of Operations - Inception (July 16, 2002) through September 30, 2003.
The Company is considered to be in the development stage as defined in
Statement of Financial Accounting Standards No. 7. There have been no
operations since inception.
Liquidity and Capital Resources.
The Company has no cash as of September 30, 2003.
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report contains various forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company. When used in this report, the words "believe,"
"expect," "anticipate," "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and
the like, and are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from projections or estimates
contained herein. Factors which could cause actual results to differ
materially include, among others, unanticipated delays or difficulties in
location of a suitable business acquisition candidate, unanticipated or
unexpected costs and expenses, competition and changes in market conditions,
lack of adequate management personnel and the like. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially form those anticipated,
estimated or projected. The Company cautions again placing undue reliance on
forward-looking statements all of that speak only as of the date made.
Item 3. Controls and Procedures.
The Company maintains a system of controls and procedures designed to provide
reasonable assurance as to the reliability of the financial statements and
other disclosures included in this report, as well as to safeguard assets from
unauthorized use or disposition. Within 90 days prior to the filing of this
report, the Company's Chief Executive Officer and principal financial officer
have evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures with the assistance and participation of
other members of management. Based upon that evaluation, the Company's Chief
Executive Officer and principal financial officer concluded that the Company's
disclosure controls and procedures are effective for gathering, analyzing and
disclosing the information the Company is required to disclose in the reports
it files under the Securities Exchange Act of 1934 within the time periods
specified in the SEC's rules and forms. There have been no significant changes
in the Company's internal controls or in other factors which could
significantly affect internal controls subsequent to the date the Company
carried out its evaluation.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
There are no legal proceedings against the Company and the Company is unaware
of such proceedings contemplated against it.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
Exhibit No. Description
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Exhibit 31. Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
Exhibit 32. Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Aegir Ventures, Inc.
By: /s/ T. Chong Weng
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T. Chong Weng
President, Chief Executive Officer,
Secretary, Treasurer and Director
Dated: November 11, 2003