United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly
period ended March 31, 2008
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 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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(Do
not check if a smaller reporting company)
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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
equity, as of the latest practicable date:
99,963,615
shares of Common Stock with No Par Value, outstanding as at May 14, 200
8.
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 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
PART I:
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FINANCIAL
INFORMATION
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ITEM 1.
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FINANCIAL STATEMENTS
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Pacific Vegas Global Strategies, Inc.
Condensed Statements of Operations
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Three months ended
March 31,
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Note
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2008
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2007
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(Unaudited)
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(Unaudited)
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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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(14,076
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)
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(11,195
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)
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Loss before income taxes
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(14,076
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)
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(11,195
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)
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Income tax expense
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4
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Net
loss and comprehensive loss
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(14,076
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)
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(11,195
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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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(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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The accompanying notes are an integral part of these condensed
financial statements.
4
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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2008
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2007
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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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818
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10,875
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Total current assets
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818
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10,875
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Total assets
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818
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10,875
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LIABILITIES AND STOCKHOLDERS EQUITY
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Due to a stockholder
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6
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88,819
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88,450
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Accrued expenses
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22,750
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19,100
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Total
current
liabilities
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111,569
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107,550
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Commitments and contingencies
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7
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Stockholders deficit
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Common stock,
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Authorized:
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No par value, 500,000,000 shares of common
stock as of March 31, 2008 and December 31, 2007
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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, 2008 and December 31, 2007
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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
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(2,610,751
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(2,596,675
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Total stockholders deficit
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(110,751
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(96,675
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Total liabilities and stockholders deficit
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818
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10,875
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The accompanying notes are an integral part of these condensed
financial statements.
5
Pacific Vegas Global Strategies, Inc.
Condensed Statements of Cash Flows
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Three months ended
March 31,
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2008
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2007
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(Unaudited)
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(Unaudited)
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US$
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US$
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Cash flows from operating activities
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Net loss
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(14,076
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(11,195
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)
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Adjustment to reconcile net loss to net
cash used in operating activities:
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Deposits and prepayments
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10,057
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7,500
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Due to a stockholder
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369
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13,090
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Accrued expenses
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3,650
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(9,395
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)
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Net cash from operating activities
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Net decrease 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
Notes to Condensed Financial Statements
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.
The Company has been in an inactive or non-operating status since December 6,
2004 and remained as a company with its only activity that of incurring
non-operating expenses.
2.
PREPARATION OF INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements as of March 31,
2008 and for the three-month periods ended March 31, 2008 and 2007, 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, 2008 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-KSB for the year ended December 31,
2007. The results of operations for the three-month periods ended March 31,
2008 and 2007 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 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 generally accepted accounting principles, 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
7
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.
ADOPTION OF NEW ACCOUNTING STANDARDS
In September 2006, the FASB issued Statement of Financial
Accounting Standards (SFAS) No. 157, Fair Value Measurements (SFAS
157), which defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles, and expands disclosures
about fair value measurements. SFAS 157 applies under other existing accounting
pronouncements that require or permit fair value measurement, the FASB having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, SFAS 157 does not require any new
fair value measurements. However, the application of this statement may change
the current practice for fair value measurements. SFAS 157 is effective for
financial statements issued for fiscal years beginning after November 15,
2007, and interim periods within those fiscal years. The adoption of SFAS 157 did
not have a material impact on our financial statements.
8
In February 2007, the FASB issued SFAS No. 159. The Fair
Value Option for Financial Assets and Financial Liabilities (SFAS 159) which
permits entities to choose measure financial instruments and certain other
items at fair value that are not currently required to be measured at fair
value. SFAS 159 will be effective for the Company on January 1, 2008. The
adoption of SFAS 159 did not have a material impact on our financial
statements.
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.
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 repayment 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, 2008 and December 31, 2007, the Company had
no material outstanding commitment and contingencies.
9
ITEM 2.
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MANAGEMENTS
DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
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OPERATIONS
Our presentation in this Managements Discussion and Analysis or Plan
of Operation 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 quarterly period ended March 31, 2008.
Total expenses for the period ended March 31, 2008 were US$14,076
against US$11,195 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 quarter ended March 31, 2008 was US$14,076
against a net loss of US$11,195 a year before.
3
Cashflows, Liquidity
and Capital Resources
As at March 31, 2008 and December 31, 2007, 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 stockholder, which is unsecured and could be
discontinued at any time.
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
10
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.
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QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
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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
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CONTROLS AND PROCEDURES
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Not applicable.
ITEM
4T
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CONTROLS AND PROCEDURES
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(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 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 the end of March 31,
2008.
11
(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 the end of March 31, 2008 and concluded
that there was no change that materially affect the internal control over
financial reporting cover 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
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(a) The following
exhibits are filed herewith:
Exhibit 31.1
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Certification
of Chief Executive Officer pursuant to Rule 13a-14(a)
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Exhibit 31.2
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Certification
of Chief Financial Officer pursuant to Rule 13a-14(a)
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Exhibit 32.1
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Certification
of Chief Executive Officer pursuant to Rule 13a-14(b) and 18 U.S.C.
Section 1350
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Exhibit 32.2
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Certification
of Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C.
Section 1350
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12
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:
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May 15,
2008
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By:
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/s/
KWAN SIN YEE
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Kwan
Sin Yee
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President
and Chief Executive Officer
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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
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TITLE
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DATE
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/s/
KWAN SIN YEE
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President,
Chief Executive Officer,
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May 15,
2008
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Kwan
Sin Yee
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Secretary
and Director
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/s/
KWAN SIN YEE
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Chief
Financial Officer
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May 15,
2008
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Kwan
Sin Yee
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13
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