PACIFIC VEGAS GLOBAL STRATEGIES INC - Quarter Report: 2018 September (Form 10-Q)
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
Commission file number 0-49701
PACIFIC VEGAS GLOBAL STRATEGIES, INC.
(Exact name of registrant as specified in its charter)
|
COLORADO |
|
84-1159783 |
|
(State or Other Jurisdiction of Incorporation or organization) |
|
(IRS Employer Identification No.) |
Room 2, LG/F., Kai Wong Commercial Building,
222 Queen’s Road, Central, Hong Kong
(Address of principal executive offices)
(011) (852) 3154-9370
(Registrant’s telephone number, including area code)
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
YES o NO x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer |
o |
Accelerated filer |
o | |
|
|
|
| ||
|
Non-accelerated filer |
o |
Smaller reporting company |
x | |
|
|
|
| ||
|
Emerging growth company |
o |
|
| |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES x NO o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 99,963,615 shares of Common Stock with No Par Value, outstanding as at November 14, 2018.
|
|
Unaudited Condensed Statements of Operations and Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | |
|
|
|
|
| |
|
CERTIFICATIONS | |
Pacific Vegas Global Strategies, Inc.
Unaudited Condensed Statements of Operations and Comprehensive Income
|
|
|
|
|
Three months ended |
|
Nine months ended |
| ||||||||||||||||
|
|
|
|
|
September 30, |
|
September 30, |
| ||||||||||||||||
|
|
|
Note |
|
2018 |
|
2017 |
|
2018 |
|
2017 |
| ||||||||||||
|
|
|
|
|
(Unaudited) |
|
(Unaudited) |
|
(Unaudited) |
|
(Unaudited) |
| ||||||||||||
|
|
|
|
|
US$ |
|
US$ |
|
US$ |
|
US$ |
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
Revenue |
|
|
|
— |
|
— |
|
— |
|
— |
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
Expenses |
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
General and administrative expenses |
|
|
|
(9,550 |
) |
(9,921 |
) |
(37,296 |
) |
(29,244 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
Loss before income tax |
|
|
|
(9,550 |
) |
(9,921 |
) |
(37,296 |
) |
(29,244 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
Income tax expenses |
|
4 |
|
— |
|
— |
|
— |
|
— |
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
Net loss and total comprehensive loss |
|
|
|
(9,550 |
) |
(9,921 |
) |
(37,296 |
) |
(29,244 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
Loss per share of common stock: |
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
Basic and diluted |
|
5 |
|
(0.00 |
) |
(0.00 |
) |
(0.00 |
) |
(0.00 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
|
Weighted average number of common stock outstanding |
|
|
|
99,963,615 |
|
99,963,615 |
|
99,963,615 |
|
99,963,615 |
| |||||||||||
The accompanying notes are an integral part of these condensed financial statements.
Pacific Vegas Global Strategies, Inc.
Unaudited Condensed Balance Sheets
|
|
|
|
|
As of |
|
As of |
|
|
|
|
|
|
September 30, |
|
December 31, |
|
|
|
|
Note |
|
2018 |
|
2017 |
|
|
|
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
|
US$ |
|
US$ |
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Deposits and prepayments |
|
6 |
|
17,500 |
|
12,500 |
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
17,500 |
|
12,500 |
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
17,500 |
|
12,500 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Due to a stockholder |
|
7 |
|
689,821 |
|
638,525 |
|
|
Accrued expenses |
|
|
|
7,300 |
|
16,300 |
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
697,121 |
|
654,825 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
697,121 |
|
654,825 |
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
8 |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit |
|
|
|
|
|
|
|
|
Common stock, no par value, 500,000,000 shares authorized, 99,963,615 shares issued and outstanding |
|
|
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital |
|
|
|
2,500,000 |
|
2,500,000 |
|
|
Accumulated losses |
|
|
|
(3,179,621 |
) |
(3,142,325 |
) |
|
|
|
|
|
|
|
|
|
|
Total stockholders’ deficit |
|
|
|
(679,621 |
) |
(642,325 |
) |
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ deficit |
|
|
|
17,500 |
|
12,500 |
|
The accompanying notes are an integral part of these condensed financial statements.
Pacific Vegas Global Strategies, Inc.
Unaudited Condensed Statements of Cash Flows
|
|
|
Nine months ended | |||
|
|
|
2018 |
|
2017 |
|
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
US$ |
|
US$ |
|
|
Cash flows used in operating activities |
|
|
|
|
|
|
Net loss |
|
(37,296 |
) |
(29,244 |
) |
|
Adjustment to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in working capital: |
|
|
|
|
|
|
Deposits and prepayments |
|
(5,000 |
) |
(7,500 |
) |
|
Accrued expenses |
|
(9,000 |
) |
(9,339 |
) |
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
(51,296 |
) |
(46,083 |
) |
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
Advances from a stockholder |
|
51,296 |
|
46,083 |
|
|
|
|
|
|
|
|
|
Net cash from financing activities |
|
51,296 |
|
46,083 |
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
— |
|
— |
|
|
Cash and cash equivalents at beginning of period |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
— |
|
— |
|
The accompanying notes are an integral part of these condensed financial statements.
Pacific Vegas Global Strategies, Inc.
Notes to Unaudited Condensed Financial Statements
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
Pacific Vegas Global Strategies, Inc. (the “Company”), formerly known as Goaltimer International, Inc., was incorporated in Colorado on December 19, 1990.
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, the Company became a shell company since January 1, 2006.
The Company has been in an inactive or non-operating status since December 6, 2004, and has remained as a shell company with its only activity of incurring non-operating expenses.
2. PREPARATION OF INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements as of September 30, 2018 have been prepared based upon Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods and include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to present fairly the financial position, results of operations and cash flows as of September 30, 2018 and for all periods presented. Information as of December 31, 2017 was derived from the audited financial statements of the Company for the year ended December 31, 2017.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“USGAAP”) have been condensed or omitted. These condensed financial statements should be read in conjunction with the audited financial statements and notes thereto in the Company’s Form 10-K for the year ended December 31, 2017. The results of operations for the nine months ended September 30, 2018 are not necessarily indicative of the operating results to be expected for the full year.
The condensed financial statements and accompanying notes are presented in United States dollars and prepared in conformity with USGAAP which requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The Company had a negative working capital and a stockholders’ deficit of US$679,621 as of September 30, 2018. The accompanying condensed financial statements have been prepared in conformity with USGAAP, which contemplate continuation of the Company as a going concern. However, a substantial doubt has been raised with regard to the ability of the Company to continue as a going concern as 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 of such efforts.
The principal stockholder of the Company, 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 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 as a going concern. However, the principal stockholder retains her 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 what extent such a 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.
3. RECENTLY ISSUED ACCOUNTING STANDARDS
As of the date that this quarterly report is filed, there are no recently issued accounting pronouncements whose adoption would have a material impact on the Company’s financial statements.
4. INCOME TAXES
Subject to the provision of ASC Topic 740, the Company has analyzed its filing position in the jurisdictions where it is subject to income tax. 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 September 30, 2018 and December 31, 2017, the Company has not recognized tax benefits or accruals for the potential payment for interest and penalties. The Company is subject to examination by U.S. federal authorities.
5. LOSS PER SHARE
Basic loss per common share is based on the weighted average number of common stock outstanding during each period.
The Company had no potential common stock instruments with a dilutive effect for any period presented and therefore basic and diluted loss per share are the same.
6. DEPOSITS AND PREPAYMENTS
The amount represents retainer fee paid in advance to the Company’s lawyer.
7. DUE TO A STOCKHOLDER
The amount due is unsecured, interest-free and repayable on demand.
8. COMMITMENTS AND CONTINGENCIES
The Company is delinquent in filing its U.S. Federal tax returns and information forms for numerous years. Although for most of such years the Company incurred losses and would not owe taxes except for minimum fees to Colorado, the failure to file could result in interest and penalties imposed upon the Company which would have a material adverse effect upon the Company’s financial condition. The Company had initiated the process of preparing the past due U.S. Federal tax returns and information forms as per the 2012 Offshore Voluntary Disclosure Program. As of September 30, 2018, management is unable to estimate the possible losses with a reasonable degree of uncertainty.
The Company’s income tax return for the year ended December 31, 2017 is subject to examination by the Internal Revenue Service and State tax authorities, generally, for three years after it is due or filed, whichever is later.
9. FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC Topic 825, “Financial Instruments”, requires disclosing fair value to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheets. The fair values of the financial instruments are not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax prepayments and accrued expenses, the fair values were determined based on the near term maturities of such assets and obligations.
The Company’s financial instruments consist of deposits and prepayments and accrued expenses which are carried at amounts that generally approximate their fair values because of the short-term maturity of these instruments.
It is not practicable to estimate the fair value of the amount due to a stockholder due to its related party nature.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our presentation in this Management’s Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements within the meaning of Section 27A 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 management’s current projections or expectations with regard to the future operations of business. Such projections or expectations are expressed in good faith and believed to have a reasonable basis, but there can be no assurance that such projections or expectations will prove to be correct or accurate, and as a result of certain risks and uncertainties, actual results of operations may differ materially.
1 Revenue and Expenses
The Company has remained in an inactive and non-operating status since December 6, 2004. There was no active business operated and no revenue earned by the Company for the three months and nine months ended September 30, 2018 and 2017.
Total expenses for the three months and nine months ended September 30, 2018 were US$9,550 and US$37,296 against US$9,921 and US$29,244 for the same period last year. Expenses represent professional fees and miscellaneous administrative expenses in these periods.
2 Net Loss
Net loss for the three months and nine months ended September 30, 2018 were US$9,550 and US$37,296 against a net loss of US$9,921 and US$29,244 for the same period last year.
3 Cashflows, Liquidity and Capital Resources
As of September 30, 2018 and December 31, 2017, the balance of cash and cash equivalents for the Company was nil. The Company has currently retained no sources of liquidity other than the private financing by cash inflow from the principal stockholder, which is unsecured and could be discontinued at any time.
4 Plan of Operation
The Company has been in non-operating status and remains as a shell company since December 6, 2004. The Company has planned for a reorganization to acquire sufficient capital funds and engage in a selected business. However, there can be no assurance as to when or whether the Company will be able to accomplish this plan.
5. Going Concern
The Company has relied on the private financing by cash inflow from the principal stockholder of the Company, who has undertaken to finance the Company in cash for a “reasonable” period of time for the Company to continue as a going concern, assuming that in such a period of time the Company would be able to restructure its business and restart on a revenue-generating operation and/or raise additional capital funds to support its continuation. However, it is uncertain as for how long or to what extent such a period of time would be “reasonable”, and there can be no assurance that the financing from the principal stockholder will not be discontinued.
These uncertainties may result in adverse effects on continuation of the Company as a going concern. The accompanying financial statements do not include or reflect any adjustments that might result from the outcome of these uncertainties.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is not exposed to currencies fluctuation or exchange risk as it has been in an inactive and non-operating status since December 6, 2004. The Company has remained as a shell company with its only activity that of incurring non-operating expenses.
ITEM 4 CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-l5(e) and Rule 15d-15(e) under the Exchange Act, the management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as at the end of the quarterly period, and based upon that evaluation, management concluded that our disclosure controls and procedures were effective as of September 30, 2018.
(b) Changes in Internal Controls
Pursuant to Rule 13a-l5(d) and Rule 15d-15(d) under the Exchange Act, the management has evaluated the Company’s internal control over financial reporting as of September 30, 2018 and concluded that there was no change that materially affects the internal control over financial reporting covered by this report.
None
Not applicable
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
None
The following exhibits are filed herewith:
Pursuant to the requirements of the Securities Exchange Act in 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PACIFIC VEGAS GLOBAL STRATEGIES, INC.
Registrant
|
NAME |
|
TITLE |
|
DATE |
|
|
|
|
|
|
|
/s/ KWAN SIN YEE |
|
President, Chief Executive Officer, |
|
November 14, 2018 |
|
Kwan Sin Yee |
|
Secretary and Director |
|
|
|
|
|
|
|
|
|
/s/ KWAN SIN YEE |
|
Chief Financial Officer |
|
November 14, 2018 |
|
Kwan Sin Yee |
|
|
|
|