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ALPHA NETWORK ALLIANCE VENTURES INC. - Quarter Report: 2014 June (Form 10-Q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(MARK ONE)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2014

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____ to ____

 

Commission File No. 000-54126

 

ALPHA NETWORK ALLIANCE VENTURES INC.

(Exact name of registrant as specified in its charter)

 

Delaware 45-1649826
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

 

11801 Pierce St., 2nd Floor
Riverside, California 92505

(Address of principal executive offices, zip code)

 

(888) 770-5084

 (Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the issuer (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     No 

 

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     No 

 

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (check one):

 

Large accelerated filer  Accelerated filer  Non-accelerated filer  Smaller reporting company 

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act):   Yes     No 

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of August 14, 2014, there were 107,710,251 shares of common stock, $0.0001 par value per share, outstanding.

 

 
 

ALPHA NETWORK ALLIANCE VENTURES INC.

(A Development Stage Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2014

 

INDEX

 

Index       Page
         
Part I. Financial Information    
  Item 1. Financial Statements    
         
    Balance Sheets as of June 30, 2014 (Unaudited) and December 31, 2013.   1
         
    Statements of Operations (Unaudited) for the three and six months and ended June 30, 2014 and 2013, and for the cumulative period from inception (March 24, 2011) through June 30, 2014.   2
         
    Statements of Cash Flows (Unaudited) for the six months and ended June 30, 2014 and 2013, and for the cumulative period from inception (March 24, 2011) through June 30, 2014.   3
         
    Notes to Financial Statements (Unaudited).   4
         
 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.   9
         
  Item 3. Quantitative and Qualitative Disclosures About Market Risk.   12
         
  Item 4. Controls and Procedures.   13
         
Part II. Other Information    
  Item 1. Legal Proceedings.   13
         
  Item 1A. Risk Factors.   13
         
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.   13
         
  Item 3. Defaults Upon Senior Securities.   13
         
  Item 4. Mine Safety Disclosures.   13
         
  Item 5. Other Information.   13
         
  Item 6. Exhibits.   14
         
Signatures   14

 

 

 
 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q of Alpha Network Alliance Ventures Inc., a Delaware corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995.  In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology.  These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Actual results may differ materially from the predictions discussed in these forward-looking statements.  The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of housing prices, the possibility that we will not receive sufficient customers to grow our business, the Company’s need for and ability to obtain additional financing, the exercise of the approximately 69.9% control the Company’s sole officer and director holds of the Company’s voting securities, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

 

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available.  We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

 
 

PART I. FINANCIAL INFORMATION

 

ITEM   1.   FINANCIAL STATEMENTS.

 

ALPHA NETWORK ALLIANCE VENTURES, INC.

(A Development Stage Enterprise)

Balance Sheets

 

   Unaudited   Audited 
   June 30,   December 31, 
   2014   2013 
         
ASSETS          
  Current assets:          
    Cash  $1,238   $15,465 
    Inventory   35,942    11,214 
      Total current assets   37,180    26,679 
           
     Property and equipment, net   52,429    33,134 
           
   Other assets:          
     Held for investment property   351,715    351,715 
           
  Total other assets   351,715    351,715 
           
           
      Total assets  $441,324   $411,528 
           
           
LIABILITIES          
  Current liabilities:          
    Account payable  $4,100   $ 
    Checks in excess of deposits   1,655      
    Advances from related party   833,965    769,354 
           
      Total current liabilities   839,720    769,354 
           
      Total liabilities   839,720    769,354 
           
           
STOCKHOLDERS' DEFICIT          
Common stock, $.0001 par value, 8,000,000,000 shares authorized,107,710,251 and 106,754,368 shares issued and outstanding   10,771    10,676 
Capital in excess of par value   188,762    49,593 
Stock subscription   1,297    41,605 
Deficit accumulated during the development stage   (599,226)   (459,700)
      Total stockholders' equity   (398,396)   (357,826)
      Total liabilities and stockholders' deficit  $441,324   $411,528 

 

1
 

ALPHA NETWORK ALLIANCE VENTURES, INC.

(A Development Stage Enterprise)

Statement of Operations

Unaudited

 

                   Cumulative, 
                   Inception, 
                   March 24, 
   Three months ended   Six months ended   2011 through 
   June 30,   June 30,   June 30,   June 30,   June 30, 
   2014   2013   2014   2013   2014 
                     
Revenue  $   $   $   $   $3,000 
                          
Operating expenses                         
     Marketing expenses   21,291    1,926    27,309    5,808    50,398 
     General and administrative   38,615    29,868    112,217    80,324    496,649 
     Research and development                     12,336 
    Total operating expenses   59,906    31,794    139,526    86,132    559,383 
    (Loss) from operations   (59,906)   (31,794)   (139,526)   (86,132)   (556,383)
    Other income/(loss):                         
        Loss on abandonment                     (42,843)
     (Loss) after other expenses   (59,906)   (31,794)   (139,526)   (86,132)   (599,226)
Provision/(credit) for taxes on income                    
    Net Income/(loss)  $(59,906)  $(31,794)  $(139,526)  $(86,132)  $(599,226)
                          
Basic earnings/(loss) per common share  $(0.00)  $(0.00)  $(0.00)  $(0.00)     
                          
Weighted average number of shares outstanding   107,333,734    106,948,367    107,333,734    106,948,367      

 

2
 

ALPHA NETWORK ALLIANCE VENTURES, INC.

(A Development Stage Enterprise)

Statement of Cash Flows

Unaudited

 

           Cumulative, 
           Inception, 
           March 24, 
   Six months ended   2010 through 
   June 30,   June 30,   June 30, 
   2014   2013   2014 
             
Cash flows from operating activities:               
Net income (loss)  $(139,526)  $(86,132)  $(599,226)
                
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities:               
Shares issued for services   20,625         20,625 
Depreciation   2,709    12,340    13,707 
Change in current assets and liabilities:               
Accounts payable   4,100         4,100 
Inventory   (24,728)   (1,517)   (35,942)
Loss on abandonment               
Net cash flows from operating activities   (136,820)   (75,309)   (596,736)
                
Cash flows from investing activities:               
Purchase of fixed assets   (22,005)        (66,137)
Recapitalization investment             10,639 
Held for investment property            (351,715)
Net cash flows from investing activities   (22,005)       (407,213)
                
Cash flows from financing activities:               
Checks in excess of deposits   1,655         1,655 
Proceeds from sale of common stock   78,332    59,830    169,567 
Related party transaction   64,611    13,700    833,965 
Net cash flows from financing activities   144,598    73,530    1,005,187 
                
Net cash flows   (14,227)   (1,779)   1,238 
                
Cash and equivalents, beginning of period   15,465    5,308     
Cash and equivalents, end of period  $1,238   $3,529   $1,238 
                
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:               
Interest  $   $   $ 
Income taxes  $   $   $ 

 

3
 

ALPHA NETWORK ALLIANCE VENTRUES, INC.

 (A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

June 30, 2014

 

Note 1 - Summary of Significant Accounting Policies:

 

Daedalus Ventures, Inc. (the “Company”) was originally organized in the State of Delaware as on March 24, 2011.

 

In December 2011 the Company completed a merger with Alpha Network Alliance Ventures Inc. Immediately upon the completion of the merger, the Company changed its name to Alpha Network Alliance Ventures Inc.

 

The Company is focused on building and operating a social networking software application and other internet driven applications. The company builds tools that enable users to connect, share, discover, and communicate with each other. The software application would also allow its users to post reviews and share shopping and fashion tips and opinions or to integrate their websites. It also offers products that enable advertisers and marketers to engage with its users.

 

Development Stage Company

The Company is considered to be in the development stage as defined in FASB-ASC 260-10S, “Accounting and Reporting by Development Stage Enterprises”. The Company has devoted substantially all of its efforts to business planning, and development. Additionally, the Company has allocated a substantial portion of their time and investment in bringing their product to the market, and the raising of capital.

 

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the year ended December 31, 2013 and for the three and six months ended June 30, 2014 and 2013 and for the period March 24, 2011 (inception) through June 30, 2014.

 

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and cash equivalents

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of and for the period ending June 30, 2014 and December 31, 2013.

 

Fair value of financial instruments and derivative financial instruments

The Company’s financial instruments include cash, accounts payable, and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2014 and December 31, 2013. The Company did not engage in any transaction involving derivative instruments.

 

Inventory

Inventory is recorded at the lower of cost or market and is computed on a first-in first-out basis. The inventory consists of weight loss products, energy and performance solutions products and healthy aging solution products.

 

Property and Equipment 

Property and equipment are stated at cost. Major repairs and betterments are capitalized and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale of an asset, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

5
 

ALPHA NETWORK ALLIANCE VENTRUES, INC.

 (A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

June 30, 2014

 

 

Federal income taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted Accounting Standards Codification 740.10.05 “Accounting for Income Taxes” as of its inception. Pursuant to Accounting Standards Codification 740.10.05, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward to future years.

 

Net income per share of common stock

Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive.

 

Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.

 

Research and Development

Costs for research and development, including predevelopment efforts prior to establishing technological feasibility of software expected to be marketed, are expensed as incurred. Development costs are capitalized when technological feasibility has been established and anticipated future revenues support the recoverability of the capitalized amounts. Capitalization stops when the product is available for general release to customers. The Company has not capitalized any software development, and has expensed these costs as incurred. These costs are included in research and development expense.

 

Recently Issued Accounting Pronouncements:

For the year ending June 30, 2014 and December 31, 2013, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

 

Note 2 - Uncertainty, going concern:

 

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of June 30, 2014, the Company had an accumulated deficit of $599,226. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

 

6
 

ALPHA NETWORK ALLIANCE VENTRUES, INC.

 (A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

June 30, 2014

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

 

Note 3 – Property and Equipment, net

 

Property and equipment at year-end consisted of:

 

   June 30,   December 31, 
   2014   2013 
           
Furniture & Equipment  $7,034   $0 
Building/Leasehold Improvements   14,971    0 
Transportation Equipment   44,132    44,132 
           
Subtotal   66,137    44,132 
Less: Accumulated Depreciation   13,708    10,998 
Property and equipment, net  $52,429   $33,134 

 

The Company recorded depreciation expense of $2,709 and $12,340 for the period ending June 30, 2014 and 2013, respectively.

 

In 2013, the Company had a change in use on the building, improvements and land. The Company changed these assets from fixed in nature to held for investment. The balance of this held for investment property at June 30, 2014 and December 31, 2013 was $351,715.

 

Note 4 - Related Party Transactions:

 

Due to related parties included in the balance sheets as of December 31, 2013 and 2012 were loans from the Company’s director and CEO, Mr. Eleazar Rivera. He has lent the Company noninterest bearing amounts of $833,965 as of June 30, 2014 and $769,354 as of December 31, 2013. Of this amount, $533,965 is designated as advances from stockholders, while $300,000 is designated as deposit for future share subscriptions. No subscribed shares are outstanding that cannot be legally issued until paid for. These advances are unsecured and there are no terms for repayment.

 

Note 5 - Common Stock:

 

Since inception, the Company has issued 107,710,251 shares of stock for $169,567.

 

During the year ended December 31, 2012, the Company issued for cash 158,500 shares of stock for $18,750

 

During the year ended December 31, 2013, the Company issued for cash 205,868 shares of stock for $30,800. Additionally, the Company received $43,887 cash for 277,366 unissued shares of common stock. These shares were issued in the first quarter 2014.

 

During the period ending March 31, 2014, the Company issued for cash 505,533 shares of stock for $75,830.

 

During the three month period ending June 30, 2014, the Company issued 2,000 shares for $300 cash. Additionally, the Company issued 6,667 shares for cash received in a prior period and recorded as stock subscription of $1,000.

 

7
 

ALPHA NETWORK ALLIANCE VENTRUES, INC.

 (A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

June 30, 2014

 

The Company as part of a marketing campaign issued 165,000 shares of common stock to key individuals. The Company recognized an expense of $20,625 as advertising and marketing.

 

Note 6 - Income Taxes:

 

The provision (benefit) for income taxes for the years ended December 31, 2013 and 2012 were as follows:

 

   Year Ended December 31, 
   2013   2012 
         
Current Tax Provision:          
Federal-          
         Net profit/(loss)  $   $ 
           
             Total current tax provision  $   $ 
           
Deferred Tax Provision:          
Federal-          
             Loss carryforwards  $72,079   $27,698 
               Change in valuation allowance   (72,079)   (27,698)
           
              Total deferred tax provision  $   $ 

 

The Company had deferred income tax assets as of December 31, 2013 and 2012 were as follows:

 

   December 31, 
   2013   2012 
         
  Loss carryforwards  $156,298   $84,219 
  Less - Valuation allowance   (156,298)   (84,219)
           
     Total net deferred tax assets  $   $ 

 

The Company provided a valuation allowance equal to the deferred income tax assets for the years ended December 31, 2013 and 2012 because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

 

As of December 31, 2013 and 2012, the Company had approximately $459,700 and $247,704, respectively, in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and will begin to expire in the year 2037.

 

Note 7 – Subsequent Events

 

In accordance with SFAS 165 (ASC 855-10) management has reviewed events between June 30, 2014 and August 14, 2014 (the date the financials were available to be issued) and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

8
 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following information should be read in conjunction with (i) the consolidated financial statements of Alpha Network Alliance Ventures Inc., a Delaware corporation and development stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, 2013 audited financial statements and related notes included in the Company’s most recent Annual Report on Form 10-K (File No. 000-54126), as filed with the SEC on April 15, 2014.  Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

 

OVERVIEW

 

Alpha Network Alliance Ventures Inc. is a development stage company. We were incorporated under the laws of the state of Delaware on August 12, 2010, and are engaged in the development of a social networking website, www.kababayanko.com, for overseas workers from the Philippines and others who share or are interested in their lifestyle. Our fiscal year end is December 31, and we have no subsidiaries. Our social networking website aims to provide overseas workers from the Philippines with a platform to share their overseas working and living experiences, and interact with a community of Filipino overseas workers from around the world.

 

Our business offices are currently located at 11801 Pierce St., 2nd Floor, Riverside, California 92505. We have a website located at www.kababayanko.com; however, the information contained on our website does not form a part of this Form 10-Q.

 

Going Concern

 

To date the Company has little operations and little revenues and consequently has incurred recurring losses from operations.  No revenues are anticipated until we complete the financing described in our Registration Statement on Form S-1, as amended (File No. 333-182596), declared effective by the SEC on March 18, 2014, and implement our initial business plan.  The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations.  Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

 

Our activities have been financed primarily from cash loans in the principal amount of $833,965 from our sole director and officer. Of this amount, $533,965 is designated as advances from stockholders, while $300,000 is designated as deposit for future share subscriptions. No subscribed shares are outstanding that cannot be legally issued until paid for. These advances are unsecured and there are no terms for repayment.

 

9
 

CRITICAL ACCOUNTING POLICIES

 

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”).  The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.  We have identified the policies below as critical to our business operations and to the understanding of our financial results:

Development Stage Company

 

The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises”. The Company has devoted substantially all of its efforts to business planning, and development. Additionally, the Company has allocated a substantial portion of their time and investment in bringing their product to the market, and the raising of capital.

 

Use of Estimates

 

The Company prepares financial statements in conformity with generally accepted accounting principles that require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments purchased with maturities of one year or less to be cash equivalents.

 

Property and Equipment

 

Property and equipment are stated at cost. Major repairs and betterments are capitalized and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale of an asset, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

 

Fair Value of Financial Instruments

 

The fair value of cash and cash equivalents and accounts receivable and accounts payable approximates their carrying amount.

 

10
 

PLAN OF OPERATION

 

Our plan of operations over the 12 month period following successful completion of our offering (the “Offering”) registered the Form S-1, as amended, and as declared effective by the SEC on March 18, 2014, is as follows, assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company in the Form S-1:

 

  If 25% of
Shares Sold
If 50% of
Shares Sold
If 75% of
Shares Sold
If 100% of
Shares Sold
Gross proceeds from this offering ($)937,500 ( $)1,875,000 ($)2,812,500 ($)3,750,000
         
Product Development        
OCW (Overseas Contract Workers) Social Networking Site 75,000 150,000 225,000 300,000
Global Karaoke Social Networking Sites 75,000 150,000 225,000 300,000
EBID services 50,000 100,000 150,000 200,000
PC/MAC and Mobile VOIP Provider
(All Mobiles Systems)
100,000 200,000 300,000 400,000
Global Social Market Place Platform 25,000 50,000 75,000 100,000
Healthy Aging Social Channel 75,000 150,000 225,000 300,000
Web/graphic design 60,000 120,000 180,000 240,000
Equipment/servers 35,000 70,000 105,000 140,000
VoIP connectivity fees 25,000 50,000 75,000 100,000
Sales/marketing Assistant 75,000 150,000 225,000 300,000
Marketing & Company collateral 125,000 250,000 375,000 500,000
Media Advertising 50,000 100,000 150,000 200,000
Office Lease 20,000 40,000 60,000 80,000
Office Equipment 15,000 30,000 45,000 60,000
Offices Expenses 42,500 85,000 127,500 170,000
Telephone 7,500 15,000 22,500 30,000
Miscellaneous/contingency 37,500 75,000 112,500 150,000
Legal and Accounting 37,500 75,000 112,500 150,000
Transfer Agent 1,500 2,000 2,500 3,000
Contingency 6,000 13,000 20,000 27,000
TOTALS $937,500 $1,875,000 $2,812,500 $3,750,000

 

We currently do not have any arrangements regarding the Offering or following this Offering for further financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain further financing, the successful development of our planned business consulting services, a successful marketing and promotion program, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. There are no assurances that we will be able to obtain further funds required for our continued operations. Even if additional financing is available, it may not be available on terms we find favorable. At this time, there are no anticipated sources of additional funds in place. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business.

 

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Results of Operations

 

Three and Six Months Ended June 30, 2014 and 2013

 

We recorded no revenues for the three months June 30, 2014 and 2013. From the period of March 24, 2011 (inception) to June 30, 2014, we recorded $3,000 in revenues. Future revenue generation is dependent on the successful execution of our plan of operation and the financing described in our Form S-1, as amended.

For the three months ended June 30, 2014 we incurred total operating expenses and losses of $59,906, consisting of $38,615 of general and administrative expenses and $21,291 of marketing expenses. By contrast, for the three months ended June 30, 2013, we incurred total operating expenses and losses of $31,794, consisting of general and administrative expenses of $29,868 and marketing expenses of $1,926.

 

For the six months ended June 30, 2013 we incurred total operating expenses and losses of $139,526, consisting of $112,217 of general and administrative expenses and $27,309 of marketing expenses. By contrast, for the six months ended June 30, 2013, we incurred total operating expenses and losses of $86,132, consisting of general and administrative expenses of $80,324 and marketing expenses of $5,808.

 

From the period of March 24, 2011 (inception) to June 30, 2014, we incurred operating expenses of $559,383, and a net loss of $599,226.

 

Liquidity and Capital Resources

 

At June 30, 2014, we had a cash balance of $1,238.   We do not have sufficient cash on hand to commence our 12-month plan of operation or to fund our ongoing operational expenses. We will need to raise funds to commence our 12-month plan of operation and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our 12-month plan of operation and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our 12-month plan of operation and our business will fail.

 

Subsequent Events

 

None through date of this filing.

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

 

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ITEM 4. CONTROLS AND PROCEDURES.

 

DISCLOSURE CONTROLS AND PROCEDURES

 

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report.  Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared.  Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective as of June 30, 2014.

 

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II.  OTHER INFORMATION

 

ITEM 1.  LEGAL PROCEEDINGS.

 

The Company is not currently subject to any legal proceedings.  From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant.  There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

 

ITEM 1A. RISK FACTORS

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4.  MINE SAFETY DISCLOSURES.

 

None.

 

ITEM 5.  OTHER INFORMATION.

None.

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ITEM 6.  EXHIBITS.

 

(a)  Exhibits required by Item 601 of Regulation SK.

 

Exhibit   Description
     
2.1   Agreement and Plan of Merger dated June 1, 2011 by and between Registrant and Alpha Network Alliance Ventures Inc. (1)
3.1.1   Certificate of Incorporation of Registrant (2)
3.1.2   Certificate of Merger (3)
3.1.3   Certificate of Amendment to Articles of Incorporation (3)
3.1.3   Form of Certificate of Change (2)
3.2   Bylaws (2)
31.1   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *   XBRL Instance Document
101.SCH *   XBRL Taxonomy Extension Schema Document
101.CAL *   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *   XBRL Taxonomy Extension Label Linkbase Document
101.PRE *   XBRL Taxonomy Extension Presentation Linkbase Document

 

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
(1) Incorporated by reference to the Registrant’s Form 8-K (File No. 000-54126) filed with the Commission on June 13, 2011.
(2) Incorporated by reference to the Registrant’s Form 10 (File No. 000-54126) filed with the Commission on September 23, 2010.
(3) Incorporated by reference to the Registrant’s Form S-1 (File No 333-182596) filed with the Commission on July 10, 2012.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  ALPHA NETWORK ALLIANCE VENTURES INC.
  (Name of Registrant)
   
Date:  August 19, 2014 By:     /s/ Eleazar Rivera  
    Name: Eleazar Rivera
    Title: President, Secretary and Treasurer (principal executive officer, principal financial officer, and principal accounting officer)

 

14
 

EXHIBIT INDEX

 

Exhibit   Description
     
2.1   Agreement and Plan of Merger dated June 1, 2011 by and between Registrant and Alpha Network Alliance Ventures Inc. (1)
3.1.1   Certificate of Incorporation of Registrant (2)
3.1.2   Certificate of Merger (3)
3.1.3   Certificate of Amendment to Articles of Incorporation (3)
3.1.3   Form of Certificate of Change (2)
3.2   Bylaws (2)
31.1   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *   XBRL Instance Document
101.SCH *   XBRL Taxonomy Extension Schema Document
101.CAL *   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *   XBRL Taxonomy Extension Label Linkbase Document
101.PRE *   XBRL Taxonomy Extension Presentation Linkbase Document

 

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
(1) Incorporated by reference to the Registrant’s Form 8-K (File No. 000-54126) filed with the Commission on June 13, 2011.
(2) Incorporated by reference to the Registrant’s Form 10 (File No. 000-54126) filed with the Commission on September 23, 2010.
(3) Incorporated by reference to the Registrant’s Form S-1 (File No 333-182596) filed with the Commission on July 10, 2012.

 

 

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