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(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 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 Room 2, LG/F., Kai Wong Commercial Building, 222 Queen’s Road, Central, Hong Kong, telephone
(852) 3154-9370.
1.2
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THE CORPORATION AND ACQUISITION OF CTGH
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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 became 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. 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.
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.
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 CTGH’s 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 that resulted from such
business.
Revenue
from operations of sportsbook business was the only revenue source for the Company during the last twelve 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 2016 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.
There
was no business other than the aforementioned sportsbook business operated by the Company since 2003.
In light
of the significant financial losses that 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 Company’s 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 ASC Topic 360-10-40 “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.
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.
Effective
from March 2007 and until December 31, 2019, the Company had one (1) full time employee, with no compensation, in the capacities
as chief executive officer and chief financial officer.
1.7
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ADDITIONAL INFORMATION
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1.7.1
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Compliance with Environmental Laws
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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.
There
was no expense incurred by the Company on any research and development activities in the last three fiscal years.
As
at December 31, 2019, there were no patents, trademarks, licenses, franchises, concessions, and/or royalty agreements owned
or possessed by the Company.
1.7.3
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Reports and Availability of Information
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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 SEC’s website at http://www.sec.gov or SEC’s
Public Reference Room at 100 F Street, N.E, Washington, D.C. 20549, or by calling the SEC at 1-800-SEC-0330.