United States
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM 10-K
x
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2009
Commission
file number 0-49701
PACIFIC
VEGAS GLOBAL STRATEGIES, INC.
(Exact name of registrant
as specified in its charter)
COLORADO
|
|
84-1159783
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(State or Other
Jurisdiction of Incorporation)
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|
(IRS Employer
Identification No.)
|
16/F, Winsome House
73 Wyndham Street, Central, Hong Kong
(Address of principal executive offices)
(852) 3154-9370
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, with No Par Value
(Title of class)
Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. YES
o
NO
x
Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Act. YES
o
NO
x
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
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 (§ 232.405 of
this chapter) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
is not contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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
|
(Do not check if
a smaller reporting company)
|
|
|
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
State the aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold, or the average of the bid and
asked price of such common equity, as of the last business day of the
registrants most recently completed second fiscal quarter:
US$154,631
.
NOTE: The aggregate market value was computed by
multiplying the number of outstanding shares of the registrants common stock,
excluding those shares of record held by officers, directors and greater than
five percent stockholders, by US$0.003 per share.
Indicate the number of shares outstanding of each of
the registrants classes of common stock, as of the latest practicable date:
99,963,615
shares of Common Stock with No
Par Value, outstanding as at February 22, 2010.
Documents incorporated by reference: NONE.
PART
I
ITEM
1. BUSINESS
1.1
INTRODUCTION
All statements other than
statements of historical fact presented in this annual 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.
Our principal executive
office is located at 16/F, Winsome House, 73 Wyndham Street, Central, Hong
Kong, telephone (852) 3154-9370.
1.2
THE CORPORATION AND
ACQUISITION OF CTGH
Pacific Vegas
Global Strategies, Inc. (the Company or PVGS), formerly known as Goaltimer
International, Inc., was incorporated in Colorado on December 19,
1990. Prior to the acquisition of
Cyber Technology Group Holdings Ltd. (CTGH) , the
Company entered into and operated a business of development and sales of time
and personal management products. The Company had discontinued such business
and become a non-operating public shell since 1994, and remained as a shell
company with its only activities of accruing loan interest on notes payable and
looking for a merger candidate.
On November 20,
2002, the Company entered into an agreement for share exchange with CTGH under
the laws of Colorado. Pursuant to the share exchange agreement, and subject to
its stockholders approval, the Company was to acquire 100% of the issued and
outstanding equity shares of CTGH, in exchange for 60,000,000 new shares of
common stock of the Company. This transaction was approved by the stockholders
of the Company at the special meeting of stockholders held on December 12,
2002.
The closing of the
transaction was scheduled to take place on December 22, 2002 subsequently.
The 60,000,000 new shares of common stock were therefore issued on December 22,
2002 as scheduled. However, the transaction was delayed and eventually closed
on January 8, 2003, upon which control of the Company passed to the
stockholders of CTGH, and CTGH became a wholly owned subsidiary of the Company.
2
CTGH was incorporated in the British Virgin Islands in
June 2000, operated as an investment holding company, holding 100% of the
capital stock of Pacific Vegas Development Ltd. (PVD).
PVD was
incorporated in Samoa in April 2000, operated as an IT company, engaged in
a business of system development and technical supporting services for e-business,
especially e-gaming related business, whilst holding 100% of the equity shares
of Pacific Vegas International Ltd. (PVI).
PVI was
incorporated in the Commonwealth of Dominica in April 2000, established
and operated as an international gaming company, conducting an offshore
business of international sportsbook by way of telecommunications and the
Internet, under an International Gaming License granted by the government of
the Commonwealth of Dominica.
As the Company was
a non-operating public shell before its acquisition of CTGH, the nature of this
acquisition was defined and treated as a capital transaction or
recapitalization in substance, rather than a business combination. The
acquisition did not result in any purchase accounting adjustments or creation
of goodwill.
1.3
BUSINESS OPERATIONS
Upon completion of
the reorganization with CTGH in January 2003, CTGH became the operating
entity of the Company to conduct business operations. The Company adopted CTGHs
business of international sportsbook as its principal business and operated
such business, through CTGH and its subsidiaries, from the Commonwealth of
Dominica by way of telecommunications and the Internet, under an International
Gaming License granted by the government of the Commonwealth of Dominica, until
December 6, 2004, when the Board of Directors of the Company resolved to
cease the operations of such business due to the significant financial losses
resulted from such business.
Revenue from
operations of sportsbook business was the only revenue source for the Company
during the last six fiscal years. The Company recorded a total revenue of
US$1.70 million for the fiscal year 2003, and a total revenue of US$0.03
million for the fiscal year 2004. No revenue was recorded for the fiscal years
2005 through 2009 since the operations of sportsbook business were ceased and
then discontinued.
The operations of
sportsbook business resulted in significant financial losses for the Company,
particularly for the fiscal year 2004. The Company incurred a net loss of
US$0.39 million for the fiscal year 2003, and a net loss of US$2.35 million for
the fiscal year 2004.
Our annual report
on Form 10-KSB for the fiscal year ended December 31, 2004 presented
a detailed analysis of the factors that caused the adverse results of our
operations of the sportsbook business.
3
There was no
business other than the aforementioned sportsbook business operated by the
Company since 2003.
1.4
DISPOSITION OF CTGH
In light of the
significant financial losses resulted from the sportsbook business and the
factors that caused such adverse results of operations, effective as of December 6,
2004, the Board of Directors of the Company resolved to cease the operations of
sportsbook business, as an immediate remedial action to prevent further losses.
Having reviewed
the financial position and re-evaluated the business structure of the Company,
the Board of Directors further decided to terminate the sportsbook business and
dispose of CTGH. On July 8, 2005, the Company entered into a Stock
Purchase Agreement (the Agreement) with an independent third party (the Buyer),
pursuant to which, and subject to its stockholders approval, the Company was
to sell its entire 100% equity interest in CTGH through disposition of all
equity shares of CTGH for a consideration of US$125,000 in cash together with a
non-cash settlement that the Buyer was to assume and pay all liabilities of
CTGH as shown in the consolidated balance sheet
of CTGH as at June 30, 2005 and to cancel and
release the Company from its liabilities due to CTGH in the amount of
US$549,288 or such other amount not exceeding US$549,288 as may be amended
at the closing of the transaction. This Agreement was approved by our
stockholders at the special meeting of stockholders held on October 14,
2005, and the transaction was subsequently executed and closed on November 18,
2005.
Details
of this transaction were disclosed in the Companys earlier reports on Form 8-K,
Form 10-QSB and definitive proxy statement on Schedule 14A filed with
the SEC dated July 11, August 15, August 26, and November 18,
2005 respectively.
In accordance with
SFAS 144 Accounting for the Impairment or Disposal of Long-Lived Assets, the
Company reported CTGH as a discontinued operation in 2005, and the audited
financial results for the fiscal year 2004 had been restated and presented in
the consolidated financial statements on the same basis accordingly.
1.5
CURRENT STATUS
The Company has
been in an inactive or non-operating status since December 6, 2004, and
currently remains as a shell company with its only activities of incurring
non-operating expenses.
4
1.6
EMPLOYEES
Effective from March 2007
and until December 31, 2009, the Company had one full time employee, with
no compensation, in the capacities as chief executive officer and chief
financial officer.
1.7
ADDITIONAL INFORMATION
1.7.1
Compliance with Environmental
Laws
Compliance with
federal, state and local provisions which have been enacted regarding the
discharge of materials into the environment or otherwise relating to the
protection of the environment has not had, and is not expected to have, any adverse
effect upon operations, capital expenditures, earnings or competitive position
of the Company. The Company is not presently a party to any litigation or
administrative proceedings, whether federal, state or local, with respect to
its compliance with such environmental standards. The Company does not
anticipate being required to expend any significant capital funds in the near
future for environmental protection in connection with its operations.
1.7.2
Other Information
There was no
expense incurred by the Company on any research and development activities in
the last three fiscal years.
As at December 31,
2009, there were no patents, trademarks, licenses, franchises, concessions,
and/or royalty agreements owned or possessed by the Company.
1.7.3
Reports and Availability
of Information
The Company files
its annual reports, quarterly reports, current reports, proxy statements, and
other reports required to be filed with the SEC under the Exchange Act.
The Company has
been reporting as a Development Stage Entity under FASB Accounting Standard
Codification Topic 915 Development Stage Entities since January 1, 2006.
The Company is not
required to deliver an annual report to our stockholders. Our stockholders and
the public may obtain any reports and other information materials that the
Company filed with the SEC by visiting the SECs website at http://www.sec.gov
or SECs Public Reference Room at 100 F Street, N.E, Washington, D.C.
20549, or by calling the SEC at 1-800-SEC-0330.
5
ITEM
1A. RISK FACTORS
Not applicable
.
ITEM 1B. UNRESOLVED
STAFF COMMENTS.
Not applicable
.
ITEM
2. PROPERTIES
2.1
OPERATING LEASE
Currently the
Company maintains its principal office in Hong Kong, which has been provided by
our principal stockholder, with no rental charges to the Company. However, the
principal stockholder retains her right to discontinue this arrangement at her
own discretion, and there can be no assurance that this arrangement by the
principal stockholder will not be discontinued at any time.
2.2
INVESTMENT POLICIES
The Company does
not invest in, and has not adopted any policy with respect to investments in,
real estate or interests in real estate, real estate mortgages or securities of
or interests in persons primarily engaged in real estate activities. It is not
the Companys policy to acquire assets primarily for possible capital gain or
primarily for income.
ITEM
3. LEGAL PROCEEDINGS
No material legal
proceedings to which the Company is a party or to which any of its property is
the subject are pending and, to our knowledge, no such proceedings are
contemplated.
The Company is not
presently a party to any litigation or administrative proceedings with respect
to our compliance with federal, state and local provisions which have been
enacted regarding the discharge of materials into the environment or otherwise
relating to the protection of the environment and, to our knowledge, no such
proceedings are contemplated.
There has been no
material legal proceeding to which any of our officers, directors or
stockholders of greater than five percent of our outstanding common shares is a
party adverse to the Company or has a material interest adverse to the Company.
6
No material
proceedings or legal actions are pending or contemplated nor judgments entered
against any of our officers, directors or stockholders of greater than five
percent of our outstanding common shares concerning any matter involving our
business.
ITEM 4.
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were
submitted during the fourth quarter of the fiscal year covered by this report
to a vote of security holders through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
5.1
OUTSTANDING SHARES AND STOCKHOLDERS
As at December 31,
2009, there were 99,963,615 shares of PVGS common stock with no par value
issued and outstanding, and there were approximately 1,150 holders of record
and beneficial holders of PVGS common stock.
5.2
MARKET FOR PVGS COMMON
STOCK
Our common stock
was traded publicly on the OTC Bulletin Board under the symbol PVEG.OB from January 8,
2003 until September 26, 2003, at which time it was moved from the OTC
Bulletin Board to the OTC Non-Bulletin Board for failure to comply with certain
reporting requirements (NASD Rule 6530). Our common stock has been since
then traded on the Pink Sheets under the symbol PVEG.PK.
The nature of the
market for common stocks trading on the Pink Sheets is generally limited,
sporadic and highly volatile, and the absence of an active market may have
an effect upon the high and low prices as reported. The following information
sets forth the high and low last sale prices per share of our common stock for
the periods indicated as reported by the OTC Bulletin Board or the Pink Sheets:
7
QUARTER ENDED
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HIGH
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LOW
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March 31,
2009
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US$
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0.001
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US$
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0.001
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June 30,
2009
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US$
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0.003
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US$
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0.003
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September 30,
2009
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US$
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0.005
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US$
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0.005
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December 31,
2009
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US$
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0.002
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US$
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0.002
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|
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|
|
|
|
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|
March 31,
2008
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US$
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0.005
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US$
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0.005
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|
June 30,
2008
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US$
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0.003
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|
US$
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0.003
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|
September 30,
2008
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US$
|
0.003
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US$
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0.003
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December 31,
2008
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US$
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0.0011
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US$
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0.0011
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|
The quotations
listed in this table reflect inter-dealer prices, without retail mark-ups,
mark-downs, or commissions, and may not necessarily represent actual
transactions.
5.3
RELATED MATTERS
The Company has
not declared or paid any dividends since its reorganization with CTGH in January 2003.
The
Company did not sell any equity securities that were not registered under the
Securities Act of 1933, as amended, and did not repurchase any of our equity
securities, in the last three fiscal years.
There were no
previously authorized equity compensation plans carried forward upon the
Companys reorganization in January 2003, and there have been no equity
compensation plans adopted and no equity securities issued for any equity
compensation plans since the Companys reorganization in January 2003. As
at December 31, 2009, there were no outstanding equity compensation plans,
options or warrants to be exercised and no equity securities to be issued for
such purposes.
ITEM
6. SELECTED FINANCIAL DATA
Not applicable
.
8
ITEM
7. MANAGEMENTS
DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Our presentation
in this Managements Discussion and Analysis of Financial Condition and Results
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.
7.1
CRITICAL ACCOUNTING
POLICIES AND ESTIMATES
The preparation of
our financial statements in conformity with accounting principles generally
accepted in the United States requires our management to make estimates and
assumptions that affect the amounts reported in our financial statements and
accompanying notes. Actual results could differ materially from those
estimates.
Our audited financial
statements and the notes thereto contain more details of critical accounting
policies and other disclosures required by generally accepted accounting
principles.
7.2
RESULTS OF OPERATIONS
7.2.1
Revenue and Expenses
As described in
Item 1 hereof, the Company has remained in an inactive or non-operating status
since December 6, 2004. There was no active business operated and no
revenue earned by the Company for the fiscal years ended December 31, 2009
and 2008.
Total expenses for
the fiscal year ended December 31, 2009 were US$60,119 against US$60,591 a
year before. Expenses were for professional fees and miscellaneous
administrative expenses in the two fiscal years.
7.2.2
Net Loss
Net Loss for the
fiscal year ended December 31, 2009 was US$60,119 against a net loss of
US$60,591 a year before.
9
7.2.3
Liquidity and Capital
Resources
As at December 31,
2009, the balance of cash and cash equivalents for the Company was US$12,500.
The Company has currently retained no sources of liquidity other than the
private financing by cash in-flow from the principal stockholder, which is
unsecured and could be discontinued at any time.
7.3
OFF-BALANCE SHEET
ARRANGEMENTS
There were no
off-balance sheet arrangements as defined in Item 303(c) of Regulation
S-K, as at the end of the fiscal year 2009 and any interim period in the
current fiscal year.
7.4
PLAN OF OPERATION
All statements
presented in this section regarding our financial position and operating
and strategic initiatives are forward-looking statements, where we or our
management express(es) 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 statement of
expectation or belief will result or be achieved or accomplished. Factors which
could cause actual results to differ materially from those anticipated include,
but not limited to, general economic and business conditions, competition and
development in the industries, the business abilities and judgment of
personnel, the impacts of unusual events resulting from ongoing evaluations of
business strategies, and changes in business strategies.
The Company has
been in an inactive or non-operating status since December 6, 2004, and
currently remains as a shell company with its only activities of accruing
minimal non-operating expenses. It is expected that the Company will remain in
such status until a re-organization with a selected entity takes place.
As a part of our
plan, we expect our next move to be a re-organization with a selected entity,
for the Company 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.
10
7.5
ADDITIONAL CAUTIONARY
STATEMENTS AND RISK FACTORS
7.5.1
Going Concern
The financial statements
presented in this annual report have been prepared in conformity with generally
accepted accounting principles in the United States of America, which
contemplate continuation of the Company as a going concern. However,
substantial doubt has been raised by our
auditors in their report with regard to the ability of
the Company to continue as a going concern, in light of that as at December 31,
2009, the Company retained its total assets as minimal as US$12,500, and
particularly, in this minimal amount of assets the Company retained no cash or
cash equivalents to support its needs of cash payments 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 the private financing by cash in-flow from the principal
stockholder of the Company. The principal stockholder 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.
Other than the private
financing by cash in-flow from the principal 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.
7.5.2
Limited Market
The market for our stock
is limited. Our common stock is currently traded on the Pink Sheets under the
symbol PVEG.PK. On February 22, 2010, the last reported sale price of
our common stock on the Pink Sheets was US$0.0021 per share. However, we
consider our common stock to be thinly traded and any last reported sale
prices may not be a true market-based valuation of the common stock.
Our common stock is
considered to be a penny stock and, as such, the market for our common stock
may be further limited by certain SEC rules applicable to penny
stocks.
As long as the price of
our common stock remains below US$5.00 per share or we have net tangible assets
of US$2,000,000 or less, our common shares are likely to be subject to certain penny
stock
11
rules promulgated by
the SEC. Those rules impose certain sales practice requirements on brokers
who sell penny stocks to persons other than established customers and
accredited investors (generally, institutions with assets in excess of
US$5,000,000 or individuals with a net worth in excess of US$1,000,000). For
transactions covered by the penny stock rules, the broker must make a special
suitability determination for the
purchaser and receive the purchasers written consent to the transaction prior
to the sale. Furthermore, the penny stock rules generally require, among
other things, that brokers engaged in secondary trading of penny stocks provide
customers with written disclosure
documents, monthly statements of the market value of
penny stocks, disclosure of the bid and asked prices and disclosure of the
compensation to the brokerage firm and disclosure of the sales person working
for the brokerage firm. These rules and regulations adversely affect the
ability of brokers to sell our common shares and limit the liquidity of our securities.
ITEM 7A.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable
.
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
Table of Contents
12
Report of Independent Registered Public Accounting Firm
To
the Stockholders and Board of Directors
Pacific
Vegas Global Strategies, Inc.
(A
Development Stage Enterprises)
(incorporated
in Colorado with limited liability)
We
have audited the accompanying balance sheets of Pacific Vegas Global Strategies, Inc.
as of December 31, 2009 and 2008, and the related statements of
operations, changes in stockholders equity and cash flows for the years then
ended. These financial statements are
the responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. Our
audits included
consideration of internal control over
financial reporting as a basis for designing auditing procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial
reporting. Accordingly, we express no such opinion. Our audit also included
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management and evaluating the overall financial
statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Pacific Vegas Global Strategies, Inc.
as of December 31, 2009 and 2008, and the results of its operations and
its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in note 2(b) to the financial
statements, the Company has suffered recurring losses from operations and has a
net capital deficit that raise substantial doubt about its ability to continue
as a going concern. Managements plans in regards to these matters are also
described in note 2(b). The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ MAZARS CPA LIMITED
Certified
Public Accountants
Hong Kong
March 31, 2010
13
Pacific Vegas Global Strategies, Inc.
(A
Development Stage Enterprises)
Statements
of Operations
|
|
|
|
Year ended December 31,
|
|
Period from
re-entering
development
stage on
January 1,
2006 to
December 31,
|
|
|
|
Note
|
|
2009
|
|
2008
|
|
2009
|
|
|
|
|
|
US$
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
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|
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Expenses
|
|
|
|
|
|
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|
|
|
General and administrative expenses
|
|
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|
(60,119
|
)
|
(60,591
|
)
|
(250,710
|
)
|
|
|
|
|
|
|
|
|
|
|
Loss before income tax
|
|
|
|
(60,119
|
)
|
(60,591
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)
|
(250,710
|
)
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
4
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
(60,119
|
)
|
(60,591
|
)
|
(250,710
|
)
|
|
|
|
|
|
|
|
|
|
|
Loss per share of common stock:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
5
|
|
(0.00
|
)
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common stock
outstanding
|
|
|
|
99,963,615
|
|
99,963,615
|
|
|
|
The accompanying notes are an
integral part of these consolidated financial statements.
14
Pacific Vegas Global Strategies, Inc.
(A
Development Stage Enterprises)
Balance
Sheets
|
|
|
|
As of December 31,
|
|
|
|
Note
|
|
2009
|
|
2008
|
|
|
|
|
|
US$
|
|
US$
|
|
Assets
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Deposits and
prepayments
|
|
3
|
|
12,500
|
|
2,375
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
|
12,500
|
|
2,375
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
12,500
|
|
2,375
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders
equity
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Due to a stockholder
|
|
6
|
|
212,825
|
|
143,341
|
|
Accrued expenses
|
|
|
|
17,060
|
|
16,300
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
229,885
|
|
159,641
|
|
|
|
|
|
|
|
|
|
Stockholders deficit
|
|
|
|
|
|
|
|
Common stock,
|
|
|
|
|
|
|
|
Authorized:
|
|
|
|
|
|
|
|
No par value, 500,000,000 shares of common stock
as of December 31, 2009 and 2008
|
|
|
|
|
|
|
|
Issued and outstanding:
|
|
|
|
|
|
|
|
No
par value, 99,963,615
shares of common stock
as of December 31, 2009 and 2008
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
|
2,500,000
|
|
2,500,000
|
|
Accumulated deficit before re-entering development
stage
|
|
|
|
(2,466,675
|
)
|
(2,466,675
|
)
|
Accumulated deficit during development stage
|
|
|
|
(250,710
|
)
|
(190,591
|
)
|
Accumulated losses
|
|
|
|
(2,717,385
|
)
|
(2,657,266
|
)
|
|
|
|
|
|
|
|
|
Total stockholders deficit
|
|
|
|
(217,385
|
)
|
(157,266
|
)
|
|
|
|
|
|
|
|
|
Total liabilities and
stockholders deficit
|
|
|
|
12,500
|
|
2,375
|
|
The accompanying notes are an
integral part of these consolidated financial statements.
15
Pacific Vegas Global Strategies, Inc.
(A
Development Stage Enterprises)
Statements of Cash Flows
|
|
Year ended December 31,
|
|
Period from
re-entering
development
stage on
January 1,
2006 to
December 31,
|
|
|
|
2009
|
|
2008
|
|
2009
|
|
|
|
US$
|
|
US$
|
|
US$
|
|
Cash flows used in operating
activities
|
|
|
|
|
|
|
|
Net loss
|
|
(60,119
|
)
|
(60,591
|
)
|
(250,710
|
)
|
Adjustment to reconcile net loss to net cash from
operating activities:
|
|
|
|
|
|
|
|
Other current asset
|
|
(10,125
|
)
|
8,500
|
|
58,048
|
|
Due to a stockholder
|
|
69,484
|
|
54,891
|
|
212,825
|
|
Accrued expenses
|
|
760
|
|
(2,800
|
)
|
(20,163
|
)
|
|
|
|
|
|
|
|
|
Net cash from operating
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash
equivalents
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year
|
|
|
|
|
|
|
|
The accompanying notes are an
integral part of these consolidated financial statements.
16
Pacific
Vegas Global Strategies, Inc.
(A
Development Stage Enterprises)
Statement
of Changes in Stockholders Equity
|
|
Common stock
|
|
Additional
|
|
|
|
|
|
|
|
Number of
shares
|
|
Amount
|
|
paid-in
capital
|
|
Accumulated
losses
|
|
Total
|
|
|
|
|
|
US$
|
|
US$
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
January 1, 2008
|
|
99,963,615
|
|
|
|
2,500,000
|
|
(2,596,675
|
)
|
(96,675
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year
|
|
|
|
|
|
|
|
(60,591
|
)
|
(60,591
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
December 31, 2008
|
|
99,963,615
|
|
|
|
2,500,000
|
|
(2,657,266
|
)
|
(157,266
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year
|
|
|
|
|
|
|
|
(60,119
|
)
|
(60,119
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009
|
|
99,963,615
|
|
|
|
2,500,000
|
|
(2,717,385
|
)
|
(217,385
|
)
|
The accompanying notes are an integral part of these consolidated
financial statements.
17
PACIFIC
VEGAS GLOBAL STRATEGIES, INC.
(A
Development Stage Enterprises)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND PRINCIPAL
ACTIVITIES
Pacific Vegas Global
Strategies, Inc. (PVGS), 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 Accounting Standard
Codification (ASC) Topic 915 - Development Stage Entities.
The Company has been in
an inactive or non-operating status since December 6, 2004, and remained
as a shell company with its only activities of incurring non-operating
expenses.
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(a)
Basis of accounting
The financial statements
are presented in United States dollars and have been prepared in accordance
with accounting principles generally accepted in the United States of America.
(b)
Preparation of financial statements
The Company had a
negative working capital and a stockholders deficit of US$217,385 and
US$217,385 respectively as of December 31, 2009. The accompanying
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 the Company had total
liabilities in excess of its total assets and maintained no revenue-generating
operations since December 6, 2004. In light of the situation, the Company
has been contemplating practical plans for a business restructuring and/or
possible arrangements to raise additional capital funds to support its
continuation as a going concern, but there can be no assurance that the Company
will be successful in procuring any of such efforts.
The principal
stockholder, who is also the sole director of the Company, 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 period of time the Company
would be able to restructure its business and restart a revenue-generating
operation and/or raise additional capital funds to support its continuation as
a going concern. However, the principal stockholder of the Company retains the
right to discontinue such financing at her own discretion in case the Company
is unable to accomplish so in such period of time. It is uncertain as for how
long or to
18
what extent such period
of time would be reasonable in 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.
These uncertainties may
result in adverse effects on continuation of the Company as a going concern.
The accompanying financial statements do not reflect any adjustments
that might result from the outcome of
these uncertainties.
In accordance with ASC Topic
855, the Company has evaluated subsequent events through the date and time the
financial statements were issued on March 31, 2010.
(
c)
Income taxes
The Company accounts for
income tax under the provisions of ASC Topic 740, which requires recognition of
deferred tax assets or liabilities.
Deferred income taxes are provided using the liability method. Under the liability method deferred income
taxes are recognized for all significant temporary differences between the tax
and financial statement bases of assets and liabilities.
(d)
Related parties
Parties are considered to
be related if one party has the ability to control the other party or exercise
significant influence over the other party in making financial and operating
decisions.
(e)
Foreign currency translation
Foreign currency
transactions during the year are translated into US dollars at approximately
the market exchange rates existing at the transaction dates. Monetary assets and liabilities denominated
in foreign currencies are translated into United States dollars at
approximately the market exchange rates ruling at the balance sheet date. The effect on the statements of operations of
transaction gains and losses is insignificant for all periods presented.
(f)
Use of estimates
The preparation of the
financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual amounts could differ from those estimates.
(g)
Fair value of financial statements
The estimated fair values
for financial instruments under ASC Topic 820,
Fair Value
Measurements and
Disclosures
about Fair Value of Financial Instruments
, are determined at discrete points in
time based on relevant market information.
These estimates involve uncertainties and cannot be determined with
precision. The estimated fair values of
the Companys financial instruments, which include cash and other payables,
approximate their carrying values in the consolidated financial statements
because of the short-term maturity of those instruments.
19
2.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(h)
Recently issued accounting standards
In January 2010, the
Financial Accounting Standards Board issued Accounting Standards Update (ASU)
2010-04, Technical Corrections to SEC Paragraphs, containing revisions to
various S Sections in the Accounting Standards Codification. These Sections
reflect certain rules, regulations, interpretive releases of the SEC, which represent
authoritative guidance for SEC registrants. The S Sections also include
content from certain SEC Staff Accounting Bulletins as well as SEC Staff
Announcements and SEC Observer Comments made at EITF meetings.
The technical corrections
in ASU 2010-04 primarily reflect revisions to S Sections of various
Codification Topics related to SEC Staff Announcements, to reflect the
appropriate Codification references. The adoption of the ASU 2010-04 will not
have a material impact on the Companys financial statements.
3.
DEPOSITS
AND PREPAYMENT
The amount represents
retainer fee paid in advance to the Companys lawyer.
4.
INCOME
TAXES
Subject to the provision
of ASC Top 740, the Company has analyzed its filing position in the
jurisdiction where it is subject to income tax. As of December 31, 2009
and 2008, the Company has identified United States in which it is subject to income
tax. Based on the evaluations noted above, the Company has concluded that there
are no significant uncertain tax positions requiring recognition in its
financial statements. As of December 31, 2009 and 2008, the Company had no
unrecognized tax benefits or accruals for the potential payment or interest and
penalties.
5.
LOSS
PER SHARE
Basic loss per common
share is calculated based on the weighted average number of common stock
outstanding during each period presented.
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.
7. COMMITMENTS AND
CONTINGENCIES
As of December 31,
2009 and 2008, the Company had no material outstanding commitments and
contingencies.
20
ITEM 9.
|
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
|
|
The Company has
engaged Mazars CPA Limited, certified public accountants, as our principal
independent accountant to audit our financial statements, since June 29,
2007.
In our two most
recent fiscal years and any later interim period, there were no changes in and
no disagreements with our principal independent accountant on any matters with
regard to our accounting and financial disclosure.
ITEM 9A(T) CONTROLS AND PROCEDURES
(a)
Disclosure
Controls and Procedures
As
of the end of the period covered by this report, our management, with the
participation of our chief executive officer and chief financial officer, has performed
an evaluation of the effectiveness of our disclosure controls and procedures
within the meaning of Rules 13a-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange
Act).
Based
upon that evaluation, our management has concluded that, as of December 31,
2009, our disclosure controls and procedures were effective.
(b)
Managements
annual report on internal control over financial reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Rules 13a-15(f) under
the Exchange Act. Our management evaluated the effectiveness of our internal
control over financial reporting based on criteria established in the framework
in
Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, our management has concluded that our internal
control over financial reporting was effective as of December 31, 2009.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. In addition, projections of any evaluation of
effectiveness of our internal control over financial reporting 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 and
procedures may deteriorate.
21
(c )
Attestation report of the
registered public accounting firm
This
annual report does not include an attestation report of the Companys
independent registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by the
Companys independent registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit the Company to provide only
managements report in this annual report.
(d)
Changes in internal control
over financial reporting
There
were no changes in our internal controls over financial reporting identified in
connection with the evaluation that occurred during our fourth fiscal quarter
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
ITEM 9B.
OTHER
INFORMATION
None
PART III
ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
10.1 DIRECTORS AND
EXECUTIVE OFFICERS
Information about our
directors and executive officers during the year ended and as of December 31,
2009 is set forth as follows:
Name
|
|
Age
|
|
Office (1)
|
|
Term Expires ((2)
|
Kwan Sin Yee
|
|
57
|
|
Director, Chief
Executive Officer and Chief Financial Officer (3)
|
|
|
(1)
The business address is 16/F, Winsome
House, 73 Wyndham Street, Central, Hong Kong.
(2)
The term of office of each officer is at
the discretion of the board of directors.
22
(3)
Appointed to serve as Director, Chief
Executive Officer and Chief Financial Officer effective from August 23,
2007.
Kwan Sin
Yee
, Director,
Chief Executive Officer and Chief Financial Officer of the Company, was the
second largest major shareholder prior to acquiring 36,500,000 shares from
Raymond Chou. Ms. Kwan, being a well connected and low profile investor,
took over the control of the Company after the acquisition with the intention
to re-organize by merging or acquisition.
Other than the
appointment of Ms Kwan Sin Yee as director, Chief Executive Officer and Chief
Financial Officer in August 23, 2007, there was no other person nominated
or chosen to any positions as directors or executive officers for the Company
during the period covered by this report.
None of our
existing directors and/or executive officers holds any positions as director or
officer in any other reporting companies.
None of our existing
directors and/or executive officers has been involved in any legal proceedings
or such events as required to be disclosed under Item 4.01(d) of
Regulation S-K.
There has been no
material changes to the procedures by which our stockholders may recommend
nominees to our board of directors since our last disclosure in response to the
requirements of Item 7(d)(2)(ii)(G) of Schedule 14A and Item 4.01(g) of
Regulation S-K.
10.2
COMPLIANCE WITH SECTION 16(a) OF
THE EXCHANGE ACT
Based solely upon a
review of Forms 3 and 4 and amendments thereto furnished to us pursuant to 17
CFR 240.16a-3(e) during our most recent fiscal year and Form 5 and
amendments thereto furnished to us with respect to our most recent fiscal year,
and any written representation from the reporting person (as hereinafter
defined) that no Form 5 is required, we are not aware of any person who,
at any time during the fiscal year, was a director, officer, beneficial owner
of more than ten percent of any class of our equity securities registered
pursuant to Section 12 of the Exchange Act (reporting person) that
failed to file on a timely basis, as disclosed in the above Forms, reports
required by Section 16(a) of the Exchange Act during the most recent
fiscal year or prior fiscal years.
10
.3
AUDIT COMMITTEE AND
AUDIT COMMITTEE FINANCIAL EXPERT
Currently the
Company does not have a separately-designated standing audit committee established
in accordance with section 3(a)(58)(A) of the Exchange Act, or an
equivalent committee performing
23
similar functions.
Our entire board of directors is acting as the audit committee for the Company as
specified in section 3(a)(58)(B) of the Exchange Act.
Currently the
Company does not have at least one audit committee financial expert serving on
our audit committee or our board of directors which is acting as the audit
committee, due to the status that the Company has remained as a non-operating
public shell since December 2004.
10.4
CODE OF ETHICS
The Company has adopted a
code of ethics that applies to all of our employees, including our chief
executive officer and chief financial officer, and has filed a copy of such
code of ethics with the SEC as Exhibit 14.1 to our annual reports on Form 10-KSB
for the fiscal years ended December 31, 2003 and 2004, respectively.
However, since the Company is no longer engaged in or related to the business
of sportsbook, certain sections thereof specifically related to the business of
sportsbook are no longer applicable or relevant.
ITEM
11.
EXECUTIVE COMPENSATION
11.1
SUMMARY COMPENSATION
TABLE
Effective as of January 1,
2005, based upon a mutual agreement between the Company and our chief executive
officer and chief financial officer, there has been no compensation or
remuneration from the Company, whether in cash or in kind, awarded to, earned
by and/or paid to our chief executive officer and chief financial officer for
their services rendered in all capacities to the Company.
The following
table, and its accompanying explanatory footnotes, presents the information of
annual and long-term compensation, including all plan and non-plan compensation,
whether in cash or non-cash, awarded to, earned by and/or paid to our chief
executive officer and chief financial officer for their services rendered in
all capacities to the Company and its subsidiaries for the last two fiscal
years ended December 31, 2009 and 2008. Other than the compensation listed
below, there has been no compensation from the Company, whether in cash or
non-cash, by plan or non-plan, awarded to, earned by and/or paid to any of our
executive officers.
24
Name
and
Principal Position
|
|
Fiscal
Year
|
|
Basic
Salary
|
|
Bonus
|
|
Options
Granted
|
|
Other
Compensation
(1)
|
|
|
|
|
|
US$
|
|
US$
|
|
US$
|
|
US$
|
|
Kwan
Sin Yee
|
|
2009
|
|
|
|
|
|
|
|
|
|
(Chief
Executive Officer &
Chief Financial Officer)
|
|
2008
|
|
|
|
|
|
|
|
|
|
(1)
Kwan Sin Yee was appointed in August 23,
2007 and there was no compensation paid to her in 2009 and 2008.
11.2 SUMMARY
OF OPTION GRANTS
There has been no
grant of any stock options made to any executive officers or any employees of
the Company or its subsidiaries in the last four fiscal years since the Companys
reorganization with CTGH in January 2003.
ITEM 12.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED
STOCKHOLDER MATTERS
The following
table sets forth the number of shares of our common stock owned beneficially as
at December 31, 2009 by each person known by us to have owned beneficially
more than five percent of such shares then outstanding, by each of our
directors and officers and by all of our directors and officers as a group.
This information gives effect to securities deemed outstanding pursuant to Rule 13d
3(d)(l) under the Securities Exchange Act of 1934, as amended. As to the
knowledge of our management, no person owns beneficially more than five percent
of the Companys outstanding
shares of common stock as at December 31, 2009
except as set forth below.
Name of
Beneficial Owner
|
|
Amount
and Nature
of
Beneficial Owner
|
|
Percentage
of Class
Beneficially Owned
|
|
|
|
6,220,000
|
|
6.22
|
%
|
Raymond
Chou (1)
|
|
Common Stock
|
|
Common Stock
|
|
|
|
42,200,000
|
|
42.21
|
%
|
Kwan
Sin Yee (2)
|
|
Common Stock
|
|
Common Stock
|
|
|
|
48,420,000
|
|
48.43
|
%
|
|
|
Common Stock
|
|
Common Stock
|
|
25
(1)
The business address is 16/F, Winsome
House, 73 Wyndham Street, Central, Hong Kong.
(2)
The business address is 7/F, Flat B, 110
Soy Street, Kowloon, Hong Kong.
On August 23,
2007, pursuant to a Stock Purchase Agreement dated August 23, 2007 between
Raymond Chou (Chou) and Kwan, Sin Yee (Kwan), Kwan purchased 36,500,000
shares of the common stock of the Company from Chou for a purchase price of
US$109,500. The 36,500,000 shares
represented 36.5% of the total shares of the Company issued and outstanding on August 23,
2007. In addition to her existing
ownership of 5,700,000 shares of the Companys common stock, Ms. Kwan now
owns 42,200,000 shares, or 42.2% of the total shares of the Company issued and
outstanding on the date of this report.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
There were no related
party transactions other than the private financing by loans to us from our
principal stockholder, who is also the sole director of the Company, during the
last two fiscal years ended December 31, 2009 and 2008. All private loans
from the principal stockholder to the Company were unsecured, interest free and
not subject to fixed term of repayment.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(1)
Audit Fees.
The aggregate fees billed for each of
the last two fiscal years for professional services rendered by our principal
accountant for the audit of our annual financial statements and review of
financial statements included in our quarterly reports on Form 10-Q or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years were
US$32,079 for fiscal 2009 and US$30,811 for fiscal 2008.
(2)
Audit Related Fees.
The aggregate fees billed in each of the
last two fiscal years for assurance and related services by our principal
accountant that are reasonably related to the performance of the audit or
review of our financial statements and are not reported under item (1) above
were nil for both fiscal 2009 and 2008.
(3)
Tax Fees.
The aggregate fees billed in each of the
last two fiscal years for professional services rendered by our principal
accountant for tax compliance, tax advice, and tax planning were nil.
26
(4)
All Other Fees.
The aggregate fees billed in each of the
last two fiscal years for products and services provided by our principal
accountant other than the services reported in items (1), (2) and (3) above
were nil.
(5)
We do not currently have a separate audit
committee. Rather, our board of directors serves as the audit committee. Our
board of directors approved all of the services described in items (1), (2), (3) and
(4) above.
PART IV
ITEM
15. EXHIBITS
(a) The
following documents are filed as a part of this report
The
financial statements as set forth in Item 8 hereof
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
|
27
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:
|
March 31, 2010
|
|
By:
|
/s/ KWAN SIN YEE
|
|
|
|
Kwan Sin Yee
|
|
|
|
President and Chief
Executive Officer
|
Pursuant to the
requirements of the Securities Exchange Act of 1934, 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,
|
|
March 31 , 2010
|
Kwan Sin Yee
|
|
Secretary and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ KWAN SIN YEE
|
|
Chief Financial Officer
|
|
March 31 , 2010
|
Kwan Sin Yee
|
|
|
|
|
28
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