Table of
Contents
United
States
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
x
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For
the quarterly period ended March 31, 2009
Commission
file number 0-49701
PACIFIC
VEGAS GLOBAL STRATEGIES, INC.
(Exact name of registrant
as specified in its charter)
COLORADO
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84-1159783
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(State or Other
Jurisdiction of Incorporation or organization)
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(IRS Employer
Identification No.)
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16/F,
Winsome House
73 Wyndham Street, Central, Hong Kong
(Address of principal
executive offices)
(011)
(852) 3154-9370
(Registrants telephone
number, including area code)
Indicate by check mark whether
the registrant (1) 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
o
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files). YES
o
NO
o
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer,
and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer
o
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Accelerated filer
o
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Non-accelerated
filer
o
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Smaller reporting
company
x
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Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). YES
x
NO
o
Indicate the number of
shares outstanding of each of the issuers classes of common stock, as of the
latest practicable date:
99,963,615
shares of Common Stock with No Par Value, outstanding as at March 31, 2009
Table of Contents
PART
I FINANCIAL INFORMATION
All statements other than statements of
historical fact presented in this quarterly report regarding our financial
position and operating and strategic initiatives and addressing industry
developments are forward-looking statements, where we or our management express
an expectation or belief as to the future results. Such expectation or belief
is expressed in good faith and believed to have a reasonable basis, but there
can be no assurance that the statements of such expectation or belief will
result or be achieved or accomplished. Actual results of operations
may differ materially.
3
Table of Contents
PART I: FINANCIAL INFORMATION
ITEM 1
. FINANCIAL
STATEMENTS
Pacific
Vegas Global Strategies, Inc.
Condensed
Statements of Operations
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Period from
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reentering
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development stage
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Three months ended
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on January 1, 2006
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March 31,
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to March 31,
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Note
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2009
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2008
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2009
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(Unaudited)
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(Unaudited)
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(Unaudited)
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US$
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US$
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US$
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Revenue
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Expenses
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General and administrative expenses
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(10,179
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)
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(14,076
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)
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(200,770
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)
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Loss before income taxes
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(10,179
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)
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(14,076
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)
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(200,770
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)
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Income tax expense
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4
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Net loss and total comprehensive loss
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(10,179
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)
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(14,076
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)
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(200,770
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)
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Loss per share:
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Basic
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5
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(0.00
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)
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(0.00
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)
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(0.00
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)
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Weighted average number of common stock outstanding
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99,963,615
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99,963,615
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99,963,615
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The accompanying notes
are an integral part of these condensed financial statements.
4
Table of Contents
Pacific
Vegas Global Strategies, Inc.
Condensed
Balance Sheets
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As of
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As of
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March, 31
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December 31,
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Note
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2009
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2008
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(Unaudited)
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(Audited)
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US$
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US$
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ASSETS
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Current assets
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Deposits and prepayments
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17,500
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2,375
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Total current assets
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17,500
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2,375
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Total assets
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17,500
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2,375
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current liabilities
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Due to a stockholder
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6
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168,731
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143,341
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Accrued expenses
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16,214
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16,300
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Total current liabilities
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184,945
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159,641
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Commitments and contingencies
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7
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Stockholders deficit
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Common stock, Authorized:
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No par value, 500,000,000 shares of common stock as of March 31,
2009 and December 31, 2008
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Issued and outstanding:
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No par value, 99,963,615 shares of common stock as of March 31,
2009 and December 31, 2008
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Additional paid-in capital
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2,500,000
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2,500,000
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Accumulated losses before reentering development stage
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(2,466,675
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)
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(2,466,675
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)
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Accumulated losses during development stage
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(200,770
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)
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(190,591
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)
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Total stockholders deficit
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(167,445
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)
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(157,266
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)
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Total liabilities and stockholders deficit
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17,500
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2,375
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The accompanying notes
are an integral part of these condensed financial statements.
5
Table
of Contents
Pacific
Vegas Global Strategies, Inc.
Condensed
Statements of Cash Flows
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Period from
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reentering
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development
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Three months ended
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stage on January
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March 31,
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1, 2006 to
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2009
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2008
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March 31, 2009
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(Unaudited)
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(Unaudited)
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(Unaudited)
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US$
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US$
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US$
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Cash flows generated from operating activities
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Net loss
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(10,179
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)
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(14,076
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)
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(200,770
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)
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Adjustment to reconcile net loss to net cash generated from operating
activities:
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Deposits and prepayments
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(15,125
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)
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10,057
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53,048
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Due to a stockholder
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25,390
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369
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168,731
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Accrued expenses
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(86
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)
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3,650
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(21,009
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)
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Net cash generated from operating activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents, beginning of period
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Cash and cash equivalents, end of period
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The accompanying notes
are an integral part of these condensed financial statements.
6
Table
of Contents
1.
ORGANIZATION AND PRINCIPAL ACTIVITIES
Pacific Vegas Global
Strategies, Inc. (the Company), formerly known as Goaltimer
International, Inc., was incorporated in Colorado on December 19,
1990.
Upon
the expiry of an International Gaming License granted by the government of the
Commonwealth of Dominica on December 6, 2004, the Board of Directors of
the Company resolved to cease the then business due to significant losses
incurred. After the full discontinuance of such business in 2005 and becoming a
shell company, the Company has reentered the development stage since
January 1, 2006 and has been reporting as a Development Stage Entity under
FASB Statement No. 7 Accounting and Reporting by Development Stage
Enterprises.
The Company has been in
an inactive or non-operating status since December 6, 2004, and remained
as a shell company with its only activity of incurring non-operating expenses.
2.
PREPARATION OF INTERIM FINANCIAL STATEMENTS
The accompanying
unaudited condensed financial statements as of March 31, 2009 and 2008
have been prepared based upon Securities and Exchange Commission (SEC)
rules that permit reduced disclosure for interim periods and include, in
the opinion of management, all adjustments (consisting of normal recurring
adjustments and reclassifications) necessary to present fairly the financial
position, results of operations and cash flows as of March 31, 2009 and
for all periods presented.
Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States
of America (USA) have been condensed or omitted. These condensed financial
statements should be read in conjunction with the audited financial statements
and notes thereto in the Companys Form 10-K for the year ended
December 31, 2008. The results of operations for the three-month periods
ended March 31, 2009 are not necessarily indicative of the operating
results to be expected for the full year.
The condensed financial
statements and accompanying notes are presented in United States dollars and
prepared in conformity with accounting principles generally accepted in the USA
(USGAAP) which requires management to make certain estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and
7
Table of Contents
liabilities at the date
of financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The accompanying
condensed financial statements have been prepared in conformity with USGAAP,
which contemplate continuation of the Company as a going concern. However, a
substantial doubt has been raised with regard to the ability of the Company to
continue as a going concern, as it has no substantive operations and no cash or
cash equivalents for any current expenses which may be required for its
continuation as a going concern.
The Company has
maintained no revenue-generating or cash in-flow operations since December 6,
2004 and has relied on cash injections from the principal stockholder of the
Company, who has undertaken to finance the Company for a reasonable period of
time for the Company to continue as a going concern, assuming that in such a
period of time the Company would be able to restructure its business and
restart on a revenue-generating operation and/or raise additional capital funds
to support its continuation. However, the principal stockholder retains her
right to discontinue such financing at her own discretion. It is uncertain as
for how long or to what extent such a period of time would be reasonable to
the discretion of the principal stockholder, and there can be no assurance that
the financing from the principal stockholder will not be discontinued at any
time.
Other than the private
financing by cash in-flow from the stockholder, which is unsecured and could be
discontinued at any time, the Company has currently preserved no sources of
liquidity to support its continuation as a going concern.
These uncertainties may
result in adverse effects on continuation of the Company as a going concern.
The accompanying financial statements do not include or reflect any adjustments
that might result from the outcome of these uncertainties.
3.
RECENTLY ISSUED ACCOUNTING STANDARDS
In February 2008,
the FASB issued FSP FAS 157-2, Effective Date of FASB Statement No. 157,
which delays the effective date of SFAS No. 157 for us to July 1,
2009, for all nonfinancial assets and nonfinancial liabilities, except for
items that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually). We believe the adoption of
the delayed items of SFAS No. 157 will not have a material impact on our
financial statements.
8
Table of Contents
In May 2008, the
FASB issued SFAS No. 162. The Hierarchy of Generally Accepted Accounting
Principles (SFAS 162). The new standard is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with U.S. generally accepted accounting principles for
non-governmental entities. SFAS 162 is effective 60 days following the SECs
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles. The Company is currently evaluating the impact
of the adoption of SFAS 162 on the Companys financial statements.
In April 2009, the
FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation
of Other-Than-Temporary Impairments, which provides operational guidance for
determining other-than-temporary impairments (OTTI) for debt securities. FSP
No. 115-2 and 124-2 is effective for interim and annual periods ending
after June 15, 2009 and will be adopted by the Company beginning in the
third quarter of 2009. Although the Company will continue to evaluate the
application of FSP No. 115-2 and 124-2, management does not currently
believe adoption of this accounting pronouncement will have a material impact
on the Companys financial condition or operating results.
In April 2009, the
Financial Accounting Standards Board (FASB) issued three Staff Positions
(FSPs) that are intended to provide additional application guidance and
enhance disclosures about fair value measurements and impairments of
securities. FSP FAS 157-4 clarifies the objective and method of fair value
measurement even when there has been a significant decrease in market activity
for the asset being measured. FSP FAS 115-2 and FAS 124-2 establishes a new
model for measuring other-than-temporary impairments for debt securities,
including establishing criteria for when to recognize a write-down through
earnings versus other comprehensive income. FSP FAS 107-1 and APB
28-1 expands the fair value disclosures required for all financial instruments
within the scope of SFAS No. 107, Disclosures about Fair Value of
Financial Instruments, to interim periods. All of these FSPs are effective
for us beginning April 1, 2009. We are assessing the potential impact that
the adoption of FSP FAS 157-4 and FSP FAS 115-2 and FAS 124-2 may have on our
financial statements. FSP FAS 107-1 and APB 28-1 will result in increased
disclosures in our interim periods.
4.
INCOME TAXES
The Company is subject to
income taxes on an entity basis on income arising in or derived from the tax
jurisdictions in which each entity is domiciled. The Company did not make any
tax provision in view of the losses incurred.
9
Table of Contents
5.
LOSS PER SHARE
Basic loss per common
share is based on the weighted average number of common stock outstanding
during each period.
The Company had no
potential common stock instruments with a dilutive effect for any period
presented and therefore basic and diluted earnings per share are the same.
6.
DUE TO A STOCKHOLDER
The amount due is
unsecured, interest-free and repayable on demand. The fair value of advances
from stockholder, which are interest-free, cannot be estimated reliably due to
the relationship between the stockholder and the Company.
7.
COMMITMENTS AND CONTINGENCIES
As of March 31, 2009
and December 31, 2008, the Company had no material outstanding commitment
and contingencies.
10
Table of Contents
ITEM 2.
|
|
MANAGEMENT
DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Our presentation in this
Managements Discussion and Analysis of Financial Condition and Results of
Operations contains a number of forward-looking statements within the meaning
of Section 27 A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are based on managements current projections or
expectations with regard to the future operations of business. Such projections
or expectations are expressed in good faith and believed to have a reasonable
basis, but there can be no assurance that such projections or expectations will
prove to be correct or accurate, and as a result of certain risks and
uncertainties, actual results of operations may differ materially.
1
Revenue and Expenses
The Company has remained
in an inactive and non-operating status since December 6, 2004. There was
no active business operated and no revenue earned by the Company for the
three-month period ended March 31, 2009.
Total expenses for the
three months ended March 31, 2009 were US$10,179 against US$14,076 for the
same period last year. Expenses represent professional fees and miscellaneous
administrative expenses in the two periods.
2
Net Loss
Net loss for the three
months ended March 31, 2009 were US$10,179 against a net loss of US$14,076
a year before.
3
Cashflows, Liquidity and
Capital Resources
As of March 31, 2009
and December 31, 2008, the balance of cash and cash equivalents for the
Company was nil. The Company has currently retained no sources of liquidity
other than the private financing by cash inflow from the principal shareholder,
which is unsecured and could be discontinued at any time.
11
Table of Contents
4
Plan of Operation
The Company has been in non-operating status and
remains as a shell company since December 6, 2004. The Company has planned
for a reorganization to acquire sufficient capital funds and engage into a
selected business. However, there can be no assurance as to when or whether the
Company will be able to accomplish this plan.
5.
Going Concern
The Company has relied on the private financing by
cash inflow from the principal stockholder of the Company, who has undertaken
to finance the Company in cash for a reasonable period of time for the
Company to continue as a going concern, assuming that in such a period of time
the Company would be able to restructure its business and restart on a revenue-generating
operation and/or raise additional capital funds to support its continuation.
However, it is uncertain as for how long or to what extent such a period of
time would be reasonable, and there can be no assurance that the financing
from the principal stockholder will not be discontinued.
These uncertainties
may result in adverse effects on continuation of the Company as a going
concern. The accompanying financial statements do not include or reflect any
adjustments that might result from the outcome of these uncertainties.
ITEM 3.
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
The Company is not exposed to currencies fluctuation
or exchange risk as it has been in an inactive or non-operating status since
December 6, 2004. The Company has remained as a shell company with its
only activity that of incurring non-operating expenses.
ITEM 4.
CONTROLS AND PROCEDURES
Not
applicable
ITEM 4T
CONTROLS AND PROCEDURES
(a)
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-l5(e) and
Rule 15d-15(e) under the Exchange Act, the management has evaluated
the effectiveness of the design and operation of the Companys disclosure
controls and
12
Table of Contents
procedures as at the end of the quarterly period, and
based upon that evaluation, management concluded that our disclosure controls
and procedures were effective, as of March 31, 2009.
(b)
Changes in Internal
Controls
Pursuant to Rule 13a-l5(d) and
Rule 15d-15(d) under the Exchange Act, the management has evaluated
the Companys internal control over financial reporting as of March 31,
2009 and concluded that there was no change that materially affect the internal
control over financial reporting covered by this report.
PART II
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OTHER
INFORMATION
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ITEM 1.
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LEGAL PROCEEDINGS
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None
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ITEM 1A
.
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RISK FACTORS
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Not applicable
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ITEM 2.
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UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS
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None
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ITEM 3.
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DEFAULTS UPON SENIOR SECURITIES
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None
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|
ITEM 4.
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SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
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No matters were submitted during the first quarter
of the fiscal year covered by this report
to a vote of security holders through the solicitation of proxies or
otherwise.
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ITEM 5.
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OTHER INFORMATION
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None
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ITEM 6.
|
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EXHIBITS
|
The following exhibits are filed herewith:
Exhibit 31.1
|
Certification of Chief Executive Officer pursuant to
Rule 13a-14(a)
|
Exhibit 31.2
|
Certification of Chief Financial Officer pursuant to
Rule 13a-14(a)
|
Exhibit 32.1
|
Certification of Chief Executive Officer pursuant to
Rule 13a-14(b) and 18 U.S.C. Section 1350
|
Exhibit 32.2
|
Certification of Chief Financial Officer pursuant to
Rule 13a-14(b) and 18 U.S.C. Section 1350
|
13
Table of Contents
SIGNATURES
In accordance with
Section 13 or 15(d) of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PACIFIC
VEGAS GLOBAL STRATEGIES, INC.
Registrant
Date:
|
May 15, 2009
|
|
By:
|
/s/ KWAN SIN YEE
|
|
|
|
Kwan Sin Yee
|
|
|
|
President and Chief Executive Officer
|
In accordance with the Exchange Act, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
NAME
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
/s/ KWAN SIN YEE
|
|
President, Chief Executive Officer,
|
|
May 15, 2009
|
Kwan Sin Yee
|
|
Secretary and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ KWAN SIN YEE
|
|
Chief Financial Officer
|
|
May 15, 2009
|
Kwan Sin Yee
|
|
|
|
|
14
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