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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10 - K (Mark One) [ x ] ANNUAL REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Period year ended September 30, 2008 [ ] TRANSITION REPORT UNDER
SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to
___________________ Commission file number: 333-129229 Breezer Ventures Inc. ---------------------------------------------- (Exact name of small business issuer as specified in its
charter) N/A 202 - 351 No. 13 Mai ZiDian Zao Ying Bei Li, Chaoyang
District, Beijing, China, 100024 ---------------------------------------------------------- (Address of principal executive office) 011-852-131-4607-6574 ---------------------------------- (Issuer's telephone number) n/a (Former name, former address and former fiscal year, if
changed since last report) 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 Section 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 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 the registrant's 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. 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 the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act: Large accelerated filer o Accelerated filer o Non-accelerated filer o 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 The aggregate market value of Breezer's Common Stock owned by non-affiliates
as of February 5, 2009 was $26,500. Number of shares of each class of Breezer Ventures' capital stock outstanding
as of February 5, 2009: 7,650,000 shares of common stock 1 Breezer Ventures Inc. FORM 10-K September 30, 2008 Annual Report on Form 10-K Table of Contents Part I Item 1.
Description of Business Item 1A.
Risk Factors Item 1B.
Unresolved Staff Comments Item 2.
Description of Property Item 3.
Legal Proceedings Item 4.
Submission of Matters to a vote of Security Holders Part II Item
5. Market for Registrant's Common
Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6.
Selected Financial Data Item 7.
Management's Discussion and Analysis of Financial Condition and the Results of
Operations Item 7A.
Quantitative and Qualitative Disclosures About Market Risk Item 8.
Financial Statements and Supplementary Data Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial
Disclosure Item 9A.
Controls and Procedures Item 9B.
Other Information Part III Item
10. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act Item 11.
Executive Compensation Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters Item
13. Exhibits and Financial Statements Schedules Item 14.
Principal Accountants Fees and Services Signatures 2 FORWARD LOOKING STATEMENTS CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K, OR
THE "REPORT," ARE "FORWARD-LOOKING STATEMENTS." THESE FORWARD-LOOKING STATEMENTS
INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS ABOUT THE PLANS, OBJECTIVES,
EXPECTATIONS AND INTENTIONS OF BREEZER VENTURES INC., A NEVADA CORPORATION AND
OTHER STATEMENTS CONTAINED IN THIS REPORT THAT ARE NOT HISTORICAL FACTS.
FORWARD-LOOKING STATEMENTS IN THIS REPORT OR HEREAFTER INCLUDED IN OTHER
PUBLICLY AVAILABLE DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
OR THE "COMMISSION," REPORTS TO OUR SHAREHOLDERS AND OTHER PUBLICLY AVAILABLE
STATEMENTS ISSUED OR RELEASED BY US INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE OUR ACTUAL RESULTS,
PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS TO DIFFER FROM THE FUTURE
RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FUTURE RESULTS ARE BASED UPON
MANAGEMENT'S BEST ESTIMATES BASED UPON CURRENT CONDITIONS AND THE MOST RECENT
RESULTS OF OPERATIONS. WHEN USED IN THIS REPORT, THE WORDS "EXPECT,"
"ANTICIPATE," "INTEND," "PLAN," "BELIEVE," "SEEK," "ESTIMATE" AND SIMILAR
EXPRESSIONS ARE GENERALLY INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS,
BECAUSE THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THERE
ARE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS, INCLUDING OUR
PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS AND OTHER FACTORS. About Our Company Breezer Ventures, Inc. was
incorporated in the state of Nevada on May 18, 2005. We intend to commence
operations as a causal, fine-dining restaurant serving modern, fusion-style
Indian cuisine. On September 30, 2005, we signed an asset purchase agreement
with Big-On-Burgers Restaurants to purchase the furniture and capital equipment
of their restaurant. Our intention is to open our restaurant concept in the city
of Beijing, China. We expect the grand opening of our new restaurant/lounge to
occur at the end of December 2009. On September 30, 2005, Breezer
Ventures, Ltd. signed an asset purchase agreement with Big-On-Burgers Restaurant
to purchase outright the furniture and equipment related to the Big-On-Burgers'
restaurant located in Abbotsford, British Columbia. The asset purchase agreement
became effective on the date of the signing of the agreement. In consideration
for the inventory and equipment listed in the asset purchase agreement, we
accepted to pay the following fees: 1)
We agreed to issue 350,000 shares of our common stock to Big-On-Burgers
Restaurants upon the signing of the asset purchase agreement. Other than the items mentioned
above, we are not required to make any other types of payments to Big-On-Burgers
Restaurant for the assets being purchased. We were not successful in
implementing our business plan as a fine dining restaurant in North America. As
management of our company investigated opportunities and challenges in the
business of being a fine dining restaurant, management realized that the present
business plan did not present the best opportunity for our company to realize
value for our shareholders. As a result, we investigated several other business
opportunities to enhance shareholder value, and focused on fulfilling our
business concept in Beijing, China. Our principal executive
offices are located at 202 - 351 No. 13 Mai ZiDian Zao Ying Bei Li, Chaoyang
District, Beijing, 100024 and our telephone number is 011-852-131-4607-6574. Our
fiscal year end is September 30th. Purchase of Significant Equipment We do not intend to purchase any significant equipment (excluding
restaurant development activities) over the twelve months ending September 30,
2009. Revenue As of the date of this filing, we have not generated any revenues,
as we have had no operational activities. Insurance Currently, we have no insurance coverage Employees Currently our only employees are our directors and officers. We do
not expect any material changes in the number of employees over the next 12
month period. We do and will continue to outsource contract employment as
needed. However, with project advancement and if we are successful in our
initial and any subsequent operations, we may retain additional employees. Item 1A: Risk Factors In addition to the other information in this report and our other filings
with the SEC, you should carefully consider the risks described below. These
risks are not the only ones facing us. Additional risks and uncertainties not
presently known to us or that we currently believe to be immaterial may also
impair our business operations. If any of the following risks occur, our
business, financial condition or operating results could be materially and
adversely affected. Risks associated with Breezer Ventures Inc.: Because our auditors have issued a going concern opinion,
there is substantial uncertainty we will continue activities in which case you
could lose your investment. Our auditors have issued a going concern opinion. This means
that there is substantial doubt that we can continue as an ongoing business for
the next twelve months. As such we may have to cease activities and you could
lose your investment. Because we have not yet commenced operations we face a
high risk of business failure. We were incorporated on May 18, 2005 and to date have been
involved primarily in organizational activities. As of the date of this filing,
we have not earned any revenues. Accordingly, you can evaluate our business, and
therefore our future prospects, based only on a limited operating history.
Potential investors should be aware of the difficulties normally encountered by
development stage companies and the high rate of failure for such enterprises. If we are not able to effectively respond to competition,
our business may fail. There will be many companies in the restaurant industry that
will compete with us. Most of these competitors have established businesses with
returning customers. We will attempt to compete against these groups by offering
a higher quality of products and services to our customers. However, we cannot
assure you that such a strategy will be successful, or that competitors will not
copy our business strategy. Our inability to achieve sales and revenues due to
competition will have an adverse effect on our business operations and financial
condition. Because all of our assets and our officers and directors
are located outside the United States of America, it may be difficult for an
investor to enforce within the United States any judgments obtained against us
or any of our officers and directors. All of our assets are located outside of the United States
and we do not currently maintain a permanent place of business within the United
States. In addition, our directors and officers are nationals and/or residents
of countries other than the United States, and all or a substantial portion of
such persons' assets are located outside the United States. As a result, it may
be difficult for an investor to effect service of process or enforce within the
United States any judgments obtained against us or our officers or directors,
including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof. In addition, there is
uncertainty as to whether the courts of China and other jurisdictions would
recognize or enforce judgments of United States courts obtained against us or
our director and officer predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof, or be competent to
hear original actions brought in China or other jurisdictions against us or our
director and officer predicated upon the securities laws of the United States or
any state thereof. Because our management only has limited technical
training or experience in starting, and operating a restaurant operation,
management's decisions and choices may not take into account standard restaurant
or managerial approaches hospitality companies commonly use. As a result, we may
have to suspend or cease activities which will result in the loss of your
investment. Our management has limited experience with exploring for,
starting, and operating a restaurant program. Further, our management has no
direct training or experience in these areas and as a result may not be fully
aware of many of the specific requirements related to working within the
industry. Management's decisions and choices may not take into account standard
restaurant or managerial approaches mineral exploration companies commonly use.
Consequently our activities, earnings and ultimate financial success could
suffer irreparable harm due to management's lack of experience in this industry.
As a result we may have to suspend or cease activities which will result in the
loss of your investment. Because we do not maintain any insurance, if a judgment
is rendered against us, we may have to cease operations. We do not maintain any insurance and do not intend to
maintain insurance in the future. Because we do not have any insurance, if we
are made a party to a lawsuit, we may not have sufficient funds to defend the
litigation. In the event that we do not defend the litigation or a judgment is
rendered against us, we may have to cease operations. We are presently involved in a dispute, which may result
in potential legal liabilities. If a judgment is rendered against us, we may
have to cease operations. The Company is currently involved in a dispute regarding a
private placement announced in October 2008. The Company has begun investigating
the facts surrounding the dispute and what actions are necessary to resolve this
dispute in favor for the Company. As of the date of this filing, it cannot be
reasonably ascertained whether or not further action will be pursued and the
likelihood of any loss be estimated. In the event a judgment is rendered against
us, we may have to cease operations. Risks Associated with Our Common Stock Trading in our common shares on the OTC Bulletin Board is
limited and sporadic making it difficult for our shareholders to sell their
shares or liquidate their investments. Our common shares are currently listed for public trading on
the OTC Bulletin Board. The trading price of our common shares has been subject
to wide fluctuations. Trading prices of our common shares may fluctuate in
response to a number of factors, many of which will be beyond our control. The
stock market has generally experienced extreme price and volume fluctuations
that have often been unrelated or disproportionate to the operating performance
of companies with no current business operation. There can be no assurance that
trading prices and price earnings ratios previously experienced by our common
shares will be matched or maintained. These broad market and industry factors
may adversely affect the market price of our common shares, regardless of our
operating performance. In the past, following periods of volatility in the market
price of a company's securities, securities class-action litigation has often
been instituted. Such litigation, if instituted, could result in substantial
costs for us and a diversion of management's attention and resources. Our stock is a penny stock. Trading of our stock may be
restricted by the SEC's penny stock regulations which may limit a stockholder's
ability to buy and sell our stock. Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules; the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock. The Financial Industry Regulatory Authority, or FINRA,
has adopted sales practice requirements which may also limit a stockholder's
ability to buy and sell our stock. In addition to the "penny stock" rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares. Item 2: Description of Property Executive Offices Our principal offices are located at 202 - 351 No. 13 Mai
ZiDian Zao Ying Bei Li, Chaoyang District, Beijing, China, 100024, , Beijing,
100024. Our telephone number at our principal office is 011-852-131-4607-6574.
We believe that our office space and facilities are sufficient to meet our
present needs and do not anticipate any difficulty securing alternative or
additional space, as needed, on terms acceptable to us. Item 3: Legal Proceedings
There are no existing, pending or threatened legal proceedings involving Breezer
Ventures Inc., or against any of our officers or directors as a result of their
involvement with the Company.
Item 4: Submission of Matters to a Vote of
Security Holders There were no matters submitted to a vote of security holders during the
fiscal period ended September 30, 2008. PART II Item 5: Market for Common Equity, Related
Stockholder Matters and Small Business Issuer Purchases of Equity Securities The Company's Common stock is presently listed on the OTC Bulletin Board
under the symbol "BRZV". Our common stock has been listed on the OTC Bulletin
Board since February 2008. There is currently no active trading in our common
stock and there has been no active trading since our common stock has been
listed on the OTC Bulletin Board. As of January 31, 2009, there were 37 stockholders of record of the Company's
Common Stock. As of such date, 7,650,000 common shares were issued and
outstanding. Our common shares are issued in registered form. Empire Stock Transfer Inc.,
2470 St. Rose Pkwy, Suite 304, Henderson, NV, 89074 is the registrar and
transfer agent for our common shares. The Company has not paid any cash dividends to date, and it has no intention
of paying any cash dividends on its common stock in the foreseeable future. The
declaration and payment of dividends is subject to the discretion of its Board
of Directors. The timing, amount and form of dividends, if any, will depend on,
among other things, results of operations, financial condition, cash
requirements and other factors deemed relevant by the Board of Directors. There are no outstanding options or warrants or convertible securities to
purchase our common equity. The Company has never issued securities under and does not have any equity
compensation plan. We did not purchase any of our shares of common stock or other securities
during our fiscal year ended September 30, 2008. Item 6: Selected Financial Data Item 7: Management's Discussion and Analysis or
Plan of Operation The following is a discussion
and analysis of our plan of operation for the next year ended September 30,
2009, and the factors that could affect our future financial condition and plan
of operation. This discussion and analysis
should be read in conjunction with our financial statements and the notes
thereto included elsewhere in this annual report. Our financial statements are
prepared in accordance with United States generally accepted accounting
principles. All references to dollar amounts in this section are in United
States dollars unless expressly stated otherwise. Please see our "Risk Factors"
for a list of our risk factors. Cash Requirements Breezer Ventures, Inc. was incorporated in the state of
Nevada on May 18, 2005. We intend to commence operations as a causal,
fine-dining restaurant serving modern, fusion-style Indian cuisine. On September
30, 2005, we signed an asset purchase agreement with Big-On-Burgers Restaurants
to purchase the furniture and capital equipment of their restaurant. Our
intention is to open our restaurant concept in the city of Beijing, China. We
expect the grand opening of our new restaurant/lounge to occur at the end of
December 2009. We were not successful in implementing our business plan as a
fine dining restaurant in China. As management of our company investigated
opportunities and challenges in the business of being a fine dining restaurant,
management realized that the business did not present the best opportunity for
our company to realize value for our shareholders. As a result, we investigated
several other business opportunities to enhance shareholder value, and focused
on fulfilling our business concept in Beijing, China. We currently have not advanced beyond the business plan state
from our inception until the date of this filing. During June and July of 2005,
we received initial funding through the sale of common stock to investors. From
inception until the date of this filing, we have had no material operating
activities. Our current cash balance is $0. We anticipate that our current cash
balance will not satisfy our cash needs for the following twelve-month period.
There can be no assurance that we will be successful in finding financing, or
even if financing is found, that we will be successful in proceeding with
profitable operations. Not accounting for our working capital deficit of $61,224, we
require additional funds of approximately $25,000 at a minimum to proceed with
our plan of operation over the next twelve months, exclusive of any capital
investments. As we do not have the funds necessary to cover our projected
operating expenses for the next twelve month period, we will be required to
raise additional funds through the issuance of equity securities, through loans
or through debt financing. There can be no assurance that we will be successful
in raising the required capital or that actual cash requirements will not exceed
our estimates. Our auditors have issued a going concern opinion for the year
ended September 30, 2008. This means that there is substantial doubt that we can
continue as an on-going business for the next twelve months unless we obtain
additional capital to pay our bills. This is because we have not generated any
significant revenues and no significant revenues are anticipated until our
commercial operations begin. As we had cash in the amount of $0 and a working
capital deficit in the amount of $61,224 as of September 30, 2008, we do not
have sufficient working capital to enable us to carry out our stated plan of
operation for the next twelve months. We will require additional funds to
implement our operations. These funds may be raised through equity financing,
debt financing, or other sources, which may result in further dilution in the
equity ownership of our shares. We currently do not have any arrangements in
place for the completion of any debt financings or private placement financings
and there is no assurance that we will be successful in completing any debt
financing or private placement financing. Estimated Net Expenditures During the Next Twelve
Months Liquidity and Capital Resources As of the date of this annual report, we have not generated
any revenues from our business activities. As of September 30, 2008, our total assets were $11,092 and
our total liabilities were $65,616 and we had a working capital deficit of
$61,224. Our financial statements report a net loss of $31,168 for the year
ended September 30, 2008, and a net loss of $114,994 for the period from May 18,
2005 (date of incorporation) to September 30, 2008. Our losses have increased
primarily as a result of professional fees and office facility costs incurred.
Our net loss from operations increased to $31,168 for the year ended September
30, 2008, as compared to $23,267 for the year ended September 30, 2007. The continuation of our business is dependent upon obtaining
further financing, a successful implementation of our business plan, and,
finally, 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. As noted herein, we are
pursuing various financing alternatives to meet our immediate and long-term
financial requirements. There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will be unable to conduct our operations as
planned, and we will not be able to meet our other obligations as they become
due. In such event, we will be forced to scale down or perhaps even cease our
operations. Purchase of Significant Equipment We do not intend to purchase any significant equipment over
the twelve months ending September 30, 2009. Employees Currently our only employees are our directors and officers.
We do not expect any material changes in the number of employees over the next
12 month period. We do and will continue to outsource contract employment as
needed. Going Concern We have suffered recurring losses from operations. The
continuation of our company as a going concern is dependent upon our company
attaining and maintaining profitable operations and raising additional capital.
The financial statements do not include any adjustment relating to the recovery
and classification of recorded asset amounts or the amount and classification of
liabilities that might be necessary should our company discontinue operations. Due to the uncertainty of our ability to meet our current
operating expenses and the capital expenses noted above, in their report on the
annual financial statements for the year ended September 30, 2008, our
independent auditors included an explanatory paragraph regarding the substantial
doubt about our ability to continue as a going concern. Our financial statements
contain additional note disclosures describing the circumstances that lead to
this disclosure by our independent auditors. The continuation of our business is dependent upon us raising
additional financial support. 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. Contingent Liabilities The Company is currently involved in a dispute regarding a
private placement announced in October 2008. The Company has begun investigating
the facts surrounding the dispute and what actions are necessary to resolve this
dispute in favor for the Company. As of the date of this filing, it cannot be
reasonably ascertained whether or not further action will be pursued and the
likelihood of any loss be estimated. Until the facts are fully understood and this dispute is
resolved, the status of the private placement is not confirmed by the Company. Item 8: Financial Statements The financial statements required to be filed pursuant to this Item 8 begin
on page F-1 of this report. Item 9: Changes In Disagreements With Accountants on
Accounting and Financial Disclosure None Item 9A: Controls and Procedures Management's Report on Disclosure Controls and
Procedures
Our management has evaluated, under the
supervision and with the participation of our chief executive officer and chief
financial officer, the effectiveness of our disclosure controls and procedures
as of the end of the period covered by this report pursuant to Rule 13a-15(b)
under the Securities Exchange Act of 1934 ("the Exchange Act"). Based on that
evaluation, our chief executive officer and chief financial officer have
concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures are not effective in ensuring that
information required to be disclosed in our Exchange Act reports is (1)
recorded, processed, and summarized and reported with the time periods specified
in the Securities and Exchange Commission's rules and forms and (2) accumulated
and communicated to our management, including our chief executive officer and
chief financial officer, as appropriate to allow timely decisions regarding
required disclosure. Management's Report on Internal Control over
Financial Reporting
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined
in Rule 13a-15(f) under the Securities Exchange Act, as amended). In fulfilling
this responsibility, estimates and judgments by management are required to
assess the expected benefits and related costs of control procedures. The
objectives of internal control include providing management with reasonable, but
not absolute, assurance that assets are safeguarded against loss from
unauthorized use or disposition, and that transactions are executed in
accordance with management's authorization and recorded properly to permit the
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States. Our management assessed the
effectiveness of our internal control over financial reporting as of September
30, 2008. In making this assessment, our management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")
in Internal Control-Integrated Framework. Our management has concluded that, as
of September 30, 2008, our internal control over financial reporting is not
effective in providing reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with US generally accepted accounting principles.
Management concluded that the following three
deficiencies were identified in our control process:
This annual report does not include an
attestation report of our company's registered public accounting firm regarding
internal control over financial reporting. Management's report was not subject
to attestation by our company's registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit our
company to provide only management's report in this annual report. Changes in Internal Control over Financial
Reporting There have been no significant changes in our internal
controls over financial reporting that occurred during the year ended September
30, 2008 that have materially or are reasonably likely to materially affect, our
internal controls over financial reporting. Inherent limitations on effectiveness of controls
Internal control over financial reporting has
inherent limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Projections of any
evaluation of effectiveness 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 or procedures may deteriorate. PART III Item 10: Directors, Executive
Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
Exchange Act Officers and Directors Each of our directors serves until his or her successor is elected and
qualified. Each of our officers is elected by the board of directors to a term
of one (1) year and serves until his or her successor is duly elected and
qualified, or until he or she is removed from office. The board of directors has
no nominating, auditing or compensation committees. The name, age, and position of our present officers and
directors are set forth below: Each director serves until our next annual meeting of the stockholders or
unless they resign earlier. The Board of Directors elects officers and their
terms of office are at the discretion of the Board of Directors. Background of officers and directors In 2006, Mr.Zhang graduated from University of Yantai in China with degree in
law. In 2006, Mr. Zhang worked at the People's court of Jilin in Chang Chun,
China. In 2007, Mr. Zhang was an intellectual property rights consultant for
Shanghai ZhongShan Group in Shanghai, China. In 2007, Mr. Zhang was a
corporation law consultant for Shangahi Aoyin Group in Shanghai, China.
Presently, Mr. Zhang is purusing a master's degree in criminal law at the
University of Shanghai. Other Committees of the Board Compensation Committee We do not have a compensation committee. Nominating Committee We do not have a Nominating Committee, our entire board of
directors perform the functions of a Nominating Committee and oversee the
process by which individuals may be nominated to our board of directors. The current size of our board of directors does not
facilitate the establishment of a separate committee. We hope to establish a
separate Nominating Committee consisting of independent directors, if the number
of our directors is expanded. Family Relationships There are no family relationships between any director or
executive officer. Involvement in Certain Legal Proceedings Our directors, executive officers and control persons have
not been involved in any of the following events during the past five years: any bankruptcy petition filed by or against any
business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that
time; any conviction in a criminal proceeding or being
subject to a pending criminal proceeding (excluding traffic violations
and other minor offenses); being subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending
or otherwise limiting his involvement in any type of business,
securities or banking activities; or being found by a court of competent jurisdiction (in
a civil action), the Securities and Exchange Commission or the Commodity
Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed,
suspended, or vacated. Section 16(a) Beneficial Ownership Compliance Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended September 30, 2008, all filing
requirements applicable to its officers, directors and greater than 10% percent
beneficial owners were complied with, with the exception of the following: Nomination Process As of February 5, 2009, we did not effect any material
changes to the procedures by which our shareholders may recommend nominees to
our board of directors. Our board of directors does not have a policy with
regards to the consideration of any director candidates recommended by our
shareholders. Our board of directors has determined that it is in the best
position to evaluate our company's requirements as well as the qualifications of
each candidate when the board considers a nominee for a position on our board of
directors. If shareholders wish to recommend candidates directly to our board,
they may do so by sending communications to the President of our company at the
address on the cover of this annual report. Audit Committee and Audit Committee Financial Expert We do not have a standing audit committee at the present
time. Our board of directors has determined that we do not have a board member
that qualifies as an "audit committee financial expert" as defined in Item
401(e) of Regulation S-B, nor do we have a board member that qualifies as
"independent" as the term is used in Item 7(d) (3) (iv) of Schedule 14A under
the Securities Exchange Act of 1934, as amended. We believe that the members of our board of directors are
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. The board of directors
of our company does not believe that it is necessary to have an audit committee
because we believe that the functions of an audit committee can be adequately
performed by the board of directors, consisting of Michael Hill and Oscar
Fernandez. In addition, we believe that retaining an independent director who
would qualify as an "audit committee financial expert" would be overly costly
and burdensome and is not warranted in our circumstances given the early stages
of our development and the fact that we have not generated any revenues from
operations to date. Code of Ethics The Company has adopted code of ethics for all of the
employees, directors and officers which is attached to this Annual Report as
Exhibit 14.1. Item 11: Executive Compensation Executive Compensation The particulars of compensation paid to the following
persons: our principal executive officer; each of our two most highly compensated executive
officers who were serving as executive officers at the end of the year
ended September 30, 2008; and up to two additional individuals for whom disclosure
would have been provided under (b) but for the fact that the individual
was not serving as our executive officer at the end of the year ended
September 30, 2008, who we will collectively refer to as our named executive
officers, of our company for the years ended September 30, 2008 and September
30, 2007, are set out in the following summary compensation table, except that
no disclosure is provided for any named executive officer, other than our
principal executive officer, whose total compensation does not exceed $100,000
for the respective fiscal year: Wei Xue Feng was appointed as an officer and director
on May 2, 2008 and resigned on January 26, 2009. Angeni Singh resigned as an officer and director of
the Company on May 1, 2008 There are no compensatory plans or arrangements with respect
to our executive officers resulting from their resignation, retirement or other
termination of employment or from a change of control. Outstanding Equity Awards at Fiscal Year-End As at September 30, 2008, there were no unexercised options
or stock that had not vested in regards to our executive officers, and there
were no equity incentive plan awards for our executive officers during the year
ended September 30, 2008. Options Grants in the Year Ended September 30, 3008 During the year ended September 30, 2008, no stock options
were granted to our executive officers. Aggregated Options Exercised in the Year Ended September
30, 2008 and Year End Option Values There were no stock options exercised during the year ended
September 30, 2008 and no stock options held by our executive officers at the
end of the year ended September 30, 2008. Repricing of Options/SARS We did not reprice any options previously granted to our
executive officers during the year ended September 30, 2008 Director Compensation Directors of our company may be paid for their expenses
incurred in attending each meeting of the directors. In addition to expenses,
directors may be paid a sum for attending each meeting of the directors or may
receive a stated salary as director. No payment precludes any director from
serving our company in any other capacity and being compensated for such
service. Members of special or standing committees may be allowed similar
reimbursement and compensation for attending committee meetings. During the year
ended September 30, 2008, we did not pay any compensation or grant any stock
options to our directors. Indemnification Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his position, if he acted in good faith and in
a manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he is to be
indemnified, we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Nevada. Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Nevada law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable. Item 12: Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters The following table sets forth, as of July 16, 2008, certain information with
respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock and
by each of our current directors and executive officers. Each person has sole
voting and investment power with respect to the shares of common stock.
Beneficial ownership consists of a direct interest in the shares of common
stock, except as otherwise indicated. The address for each person is our address
at 202 - 351 No. 13 Mai ZiDian Zao Ying Bei Li, Chaoyang District, Beijing,
China, 100024, , Beijing, 100024. Change in Control We are not aware of any arrangement that might result in a
change in control of our company in the future. Equity Plan Compensation Information Our company does not currently have a stock option plan or
other form of equity plan. Certain Relationships and Related Transactions No director, executive officer, principal shareholder holding at least 5% of
our common shares, or any family member thereof, had any material interest,
direct or indirect, in any transaction, or proposed transaction, during the year
ended April 30, 2008, in which the amount involved in the transaction exceeded
or exceeds the lesser of $120,000 or one percent of the average of our total
assets at the year end for the last three completed fiscal years. Corporate Governance We do not have a standing audit committee at the present
time. Our board of directors has determined that we do not have a board member
that qualifies as an "audit committee financial expert" as defined in Item
407(d) (5) (ii) of Regulation S-B. We have determined, however, that Huaiqian
Zhangis an independent directors as defined in section 803 of the Amex Company
Guide. We believe that our members of our board of directors are
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. The board of directors
of our company does not believe that it is necessary to have an audit committee
because we believe that the functions of an audit committee can be adequately
performed by the board of directors. In addition, we believe that retaining an
independent director who would qualify as an "audit committee financial expert"
would be overly costly and burdensome and is not warranted in our circumstances
given the early stages of our development and the fact that we have not
generated any revenues from operations to date. Transactions with Independent Directors There were no transactions with any independent directors. Item 13: Exhibits Exhibit No.
Description 3.1*
Articles of Incorporation of the Company (incorporated by reference to the Form
SB-2 filed with the Securities and Exchange Commission on October 25, 2005) 3.2*
Bylaws of the Company (incorporated by reference to the Form SB-2 filed with the
Securities and Exchange Commission on October 25, 2005) 10.1*
Asset Purchase Agreement (incorporated by reference to the Form SB-2 filed with
the Securities and Exchange Commission on October 25, 2005) 14
Code of Ethics 31
Certification of the Chief Executive Officer and Chief Financial Officer
pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32
Certification of the Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 Item 14: Principal Accountant Fees and Services 1) Audit Fees The aggregate fees billed for the last two fiscal years for professional
services rendered by the principal accountant for the audit of the Company's
annual financial statements and review of financial statements included in the
Company's Form 10-Qs or services that are normally provided by the accountant in
connection with statutory and regulatory engagements for those fiscal years was: 2008 - $4,700 M&K CPAS,
PLLC 2007 - $3,300 M&K CPAS,
PLLC 2) Audit - Related Fees The aggregate fees billed in each of the last two fiscal years for assurance
and related services by the principal accountants that are reasonably related to
the performance of the audit or review of the Company's financial statements and
are not reported in the preceding paragraph: 2008 - $0 M&K CPAS, PLLC 2007 - $0 M&K CPAS, PLLC 3) Tax Fees The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning was: 2008 - $0 M&K CPAS, PLLC 2007 - $0 M&K CPAS, PLLC 4) All Other Fees The aggregate fees billed in each of the last two fiscal years for the
products and services provided by the principal accountant, other than the
services reported in paragraphs (1), (2), and (3) was: 2008 - $0
M&K CPAS, PLLC 2007 - $0
M&K CPAS, PLLC
12 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 on this 13th day of
February, 2009 Breezer Ventures Inc. (Registrant) By: /s/ _Huaiqian Zhang Huaiqian Zhang 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: February 13, 2009 Breezer Ventures Inc. (A Development Stage Company) INDEX TO FINANCIAL STATEMENTS F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
- -----------------
We currently have not advanced beyond the business plan state from our inception
until the date of this filing. During June and July of 2005, we received initial
funding through the sale of common stock to investors. From inception until the
date of this filing, we have had no material operating activities. Our current
cash balance is $0 as of September 30, 2008. We anticipate that our current cash
balance will not satisfy our cash needs for the following twelve-month period.
There can be no assurance that we will be successful in finding financing, or
even if financing is found, that we will be successful in achieving profitable
operations.
As of
As of
As of
As of
September 30, 2008
September 30, 2007
September 30, 2006
September 30, 2005
Balance Sheet
Total Assets
$11,092
$10,229
$14,441
$23,378
Total Liabilities
$65,616
$35,500
$17,500
$3,500
Stockholders Equity (Deficit)
($54,524)
($25,271)
$(3,059)
$19,878
For the
For the
For the
From Inception
Year ended
Year Ended
Year Ended
to
September 30, 2008
September 30, 2007
September 30, 2006
September 30, 2005
Income Statement
Revenues
$ -
$ -
$ -
$ -
Total Expenses
$31,168
$23,267
$23,688
$37,622
Net Loss
($31,168)
($23,267)
($23,688)
($37,622)
General and administrative
$
8,000
Rent
$
12,000
Professional fees
$
5,000
Total
$
25,000
- - Failure to properly record negative cash balance as a current liability
- - Failure to record audit fees, legal services, and transfer agent services
related to fiscal year ending September 30, 2008
- - Failure to properly classify cash balance as other asset as cash was not
maintained in bank account
Name
Age
Position Held
Huaiqian Zhang
28
President, Principal Executive Officer, Principal Financial
Officer, Principal Accounting Officer, Treasurer, Secretary, and
Director
1.
2.
3.
4.
Name Number of Late
Reports Number of Transactions Not
Reported on a Timely Basis Failure to File
Requested Forms
Huaiqian, Zhang
Nil
Nil
Nil
Wei Xue Feng
Nil
Nil
Nil
Angeni Singh
Nil
Nil
1
(a)
(b)
(c)
SUMMARY COMPENSATION TABLE
Name
and Principal
Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive
Plan
Compensa-
tion
($) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All
Other
Compensa-
tion
($)
Total
($)
Huaiqian Zhang (1)
President, Chief Executive Officer,
Secretary and
Treasurer2008
2007
$Nil
$N/A
$Nil
$N/A
$Nil
$N/A
$Nil
$N/A
$Nil
$N/A
$Nil
$N/A
$Nil
$N/A
$Nil
$N/A
Wei Xue Feng (2)
Former President, Chief Executive Officer,
Secretary and
Treasurer
2008
2007
$Nil
$N/A
$Nil
$N/A
$Nil
$N/A
$Nil
$N/A
$Nil
$N/A
$Nil
$N/A
$Nil
$N/A
$Nil
$N/A
Angeni Singh(3)
Former President,
Secretary and
Treasurer 2008
2007
$Nil
$Nil
$Nil
$Nil
$Nil
$Nil
$Nil
$Nil
$Nil
$Nil
$Nil
$Nil
$Nil
$Nil
$Nil
$Nil
(1)
Huaiqian Zhang was appointed as an officer and director on January
26, 2009.
(2)
(3)
Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership Percentage
of Class(1)
Huaiqian Zhang
Nil
0%
Directors and Executive Officers as a Group
Nil
0.%
Signature
Title
Date
/s/ Huaiqian Zhang
President, CEO, Secretary, Treasurer and Director
Huaiqian Zhang
Report of Independent Registered Public Accounting Firm
Balance Sheets for the fiscal years ended September 30, 2008 and
2007
F-2
Statements of Operations for the fiscal year ended September 30,
2008 and 2007 and the period from May 18, 2005 (inception) through
September 30, 2008
F-3
Statements of Cash Flows for the fiscal year ended September 30,
2008 and 2007 and the period from May 18, 2005 (inception) through
September 30, 2008
F-4
Statements of Stockholder's Equity (Deficit) for the period from May
18, 2005 (inception) through September 30, 2008
F-5
Notes to Financial Statements
F-6
To the Board of Directors
Breezer Ventures, Inc.
We have audited the accompanying balance sheet of Breezer Ventures, Inc. (a
development stage company) as of September 30, 2008 and 2007, and the related
statements of operations, changes in stockholders' equity (deficit), and cash
flows for the years then ended. The financial statements for the period from May
18, 2005 (inception) through September 30, 2006, were audited by other auditors
whose reports expressed unqualified opinions on those statements. The
consolidated financial statements for the period May 18, 2005 (inception)
through September 30, 2006, include total revenues of $0 and a net loss of
$60,559. Our opinion on the consolidated statements of expenses, stockholders'
deficit and cash flows for the period May 18, 2005 (inception) through September
30, 2006, insofar as it relates to amounts for prior periods through September
30, 2006, is based solely on the reports of other auditors. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated 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 audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
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, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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 Breezer Ventures, Inc. as of
September 30, 2008 and 2007, and the results of its operations, changes in
stockholders' equity (deficit) and cash flows for the periods then in conformity
with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has insufficient working capital, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters also are described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
February 3, 2009
Breezer Ventures Inc.
(A Development Stage Company)
Balance Sheets
September 30, 2008 | September 30, 2007 | |
ASSETS |
||
Current Assets | ||
Cash and cash equivalents | $ - | $ 25 |
Receivable due from officer | 4,392 | - |
Total Current Assets | 4,392 | 25 |
Property, Plant and Equipment | ||
Furniture and equipment | 17,500 | 17,500 |
Accumulated depreciation | (10,800) | (7,296) |
6,700 | 10,204 | |
TOTAL ASSETS | $ 11,092 | $ 10,229 |
======== | ======== | |
LIABILITIES AND STOCKHOLDERS' DEFICIT |
||
Current Liabilities | ||
Accounts payable and accrued liabilities | $ 36,666 | $ 16,250 |
Advances from related party | 28,950 | 19,250 |
Total Current Liabilities | 65,616 | 35,500 |
Stockholders' Deficit |
Preferred Stock, $0.001 par value | ||
50,000,000 authorized, none issued and outstanding | - | - |
Common stock, $0.001 par value, | ||
100,000,000 authorized, | ||
10,500,000 shares issued and outstanding , respectively | 7,650 | 7,650 |
Additional paid in capital | 52,820 | 50,905 |
Deficit accumulated during the development stage | (114,994) | (83,836) |
Total Stockholders' Deficit | (54,524) | (25,271) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 11,092 | $ 10,229 |
======== | ======== | |
See Accompanying Summary of Accounting Policies and Notes to Financial Statements |
F-2
Breezer Ventures Inc.
(A Development Stage Company)
Statements of Operations
For the Year Ended September 30, 2008 | For the Year Ended September 30, 2007 | May 18, 2005 (Inception), to September 30, 2008 | |
General and Administrative Expenses | |||
Consulting and Professional Fees | $ 13,315 | $ 4,310 | $ 48,685 |
Training Costs | - | - | 5,000 |
Management Fees | - | - | 6,000 |
Rent | 12,000 | 12,000 | 38,000 |
Depreciation | 3,504 | 3,504 | 10,800 |
Other | 434 | 2,398 | 3,539 |
Interest | 1,915 | 1,055 | 2,970 |
Total Expenses | 31,168 | 23,267 | 114,994 |
Net (Loss) | $ (31,168) | $ (23,267) | $ (114,994) |
========== | ========== | ========= | |
Net Loss per Common Share | |||
Basic and diluted | $ (0.00) | $ (0.00) | |
Weighted Average Number of Shares Outstanding | |||
Basic and diluted | 7,650,000 | 7,650,000 |
See Accompanying Summary of Accounting Policies and Notes to Financial Statements |
F-3
Breezer Ventures Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Year Ended September 30, 2008 | For the Year Ended September 30, 2007 | May 18, 2005 (Inception), to September 30, 2008 | |
Cash Flows from | |||
Operating Activities | |||
Net (Loss) for the Period | $ (31,168) | $ (23,267) | $ (114,994) |
Adjustments to reconcile net loss to cash used in | |||
operating activities: | |||
Depreciation | 3,504 | 3,504 | 10,800 |
Imputed interest on shareholder advances | 1,915 | 1,055 | 2,970 |
Changes in: | |||
Due from shareholder | (4,392) | (4,392) | |
Accounts payable and accrued liabilities | 20,416 | 2,250 | 36,666 |
Net cash used in operating activities | (9,725) | (16,458) | (68,950) |
Cash Flows from Investing Activities | |||
Investment in property, plant, and equipment | - | - | (17,500) |
Net cash used in investing activities | - | - | (17,500) |
Cash Flows from Financing Activities | |||
Proceeds from shareholder loan | 9,700 | 15,750 | 28,950 |
Issuance of common stock | - | - | 57,500 |
Net cash provided by financing activities | 9,700 | 15,750 | 86,450 |
Net change in cash | (25) | (708) | - |
Cash, Beginning of Period | 25 | 733 | - |
Cash, End of Period | $ - | $ 25 | $ - |
========= | ========= | ======== | |
Supplemental Disclosures of Cash Flow Information | |||
Cash Paid for interest | - | - | - |
Cash Paid for income tax | - | - | - |
See Accompanying Summary of Accounting Policies and Notes to Financial Statements |
F-4
Breezer Ventures Inc.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From May 18, 2005 (Inception) to September 30, 2008
Common Stock | Common Stock | Additional | Deficit Accumulated During the | Total Stockholder's | |
Shares | Amount | Paid In Capital | Development Stage | Equity (Deficit) | |
Balances - May 18, 2005 | - | $ - | $ - | $ - | $ - |
Founder's shares issued | 5,000,000 | 5,000 | - | - | 5,000 |
Shares issued for cash | 2,650,000 | 2,650 | 49,850 | - | 52,500 |
Net Loss | - | - | - | (36,871) | (36,871) |
Balance, September 30, 2005 | 10,500,000 | 7,650 | 49,850 | (36,871) | 20,629 |
Net Loss | - | - | - | (23,688) | (23,688) |
Balances - September 30, 2006 | 10,500,000 | $ 7,650 | $ 49,850 | $ (60,559) | $ (3,059) |
Imputed interest on shareholder loan | 1,055 | 1,055 | |||
Net Loss | - | - | - | (23,267) | (23,267) |
Balances - September 30, 2007 | 10,500,000 | $ 7,650 | $ 50,905 | $ (83,826) | $ (25,271) |
Imputed interest on shareholder loan | 1,915 | 1,915 | |||
Net Loss | - | - | - | (31,168) | (31,168) |
Balances - September 30, 2008 | 10,500,000 | $ 7,650 | $ 52,820 | $ (114,994) | $ (54,524) |
See Accompanying Summary of Accounting Policies and Notes to financial Statements |
F-6
Breezer Ventures Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Note 1 Incorporation and Operating Activities
Breezer Ventures Inc. was incorporated on May 18, 2005, under the laws of the
State of Nevada, U.S.A. Operations, as a development stage company started on
that date, i.e. 16 May 2005.
We intend to commence operations as a casual, fine-dining restaurant serving modern, fusion-style Indian cuisine in Beijing, China. On September 30, 2005, we signed an asset purchase agreement with Big-On-Burgers Restaurants to purchase the supplies and capital equipment of their restaurant. We expect the grand opening of our new restaurant/lounge to occur at the end of December 2009.
Note 2 Summary of Significant Accounting Policies
Basis of Presentation
The Company follows accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.
Revenue Recognition
Revenue is recognized when it is realized or realizable and earned. Breezer considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured. Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided.
Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from these estimates.
Development Stage Company
The Company complies with Statement of Financial Accounting Standard ("SFAS")
No. 7 and the Securities and Exchange Commission Exchange Act 7 for its
characterization of the Company as development stage.
Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long- lived Assets". Under SFAS No. 144, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized or the amount, if any, which the carrying value of the asset exceeds the fair value.
Foreign Currency Translation
Our functional and reporting currency is the United States dollar. Monetary
assets and liabilities denominated in foreign currencies are translated in
accordance with SFAS No. 52 "Foreign Currency Translation" using the exchange
rate prevailing at the balance sheet date. Gains and losses arising on
settlement of foreign currency denominated transactions or balances are included
in the determination of income. We have not, to the date of these financial
statements, entered into derivative instruments to offset the impact of foreign
currency fluctuations.
Fair Value of Financial Instruments
The respective carrying value of certain on‑balance sheet financial
instruments approximate their fair values. These financial statements
include cash, receivables, advances receivable, cheques issued in excess of
cash, accounts payable and property obligations payable. Unless otherwise
noted, it is management's opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial instruments.
Unless otherwise noted, fair values were assumed to approximate carrying values
for these financial instruments since they are short term in nature and their
carrying amounts approximate fair values or they are receivable or payable on
demand.
Income Taxes
The company recognizes income taxes using an asset and liability approach. Future income tax assets and liabilities are computed annually for differences between the financial statements and bases using enacted tax laws and rates applicable to the periods in which the differences are expressed to affect taxable income.
Basic and Diluted Net Loss Per Common Share
Basic and diluted net loss per share calculations are calculated on the basis
of the weighted average number of common shares outstanding during the year. The
per share amounts include the dilutive effect of common stock equivalents in
years with net income. Basic and diluted loss per share is the same due to the
anti dilutive nature of potential common stock equivalents.
Stock Based Compensation
The Company accounts for stock-based employee compensation arrangements using the fair value method in accordance with the provisions of Statement of Financial Accounting Standards no.123(R) or SFAS No. 123(R), Share-Based Payments, and Staff Accounting Bulletin No. 107, or SAB 107, Share-Based Payments. The company accounts for the stock options issued to non-employees in accordance with the provisions of Statement of Financial Accounting Standards No. 123, or SFAS No. 123, Accounting for Stock-Based Compensation, and Emerging Issues Task Force No. 96-18, Accounting for Equity Instruments with Variable Terms That Are Issued for Consideration other Than Employee Services under FASB Statement no. 123.
The Company did not grant any stock options during the period ended September 30, 2008.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of September 30, 2008 and 2007, there were no cash equivalents.
Property, Plant and Equipment
Property, plant and equipment consist of furniture and equipment recorded at cost, with amortization provided over the estimated useful life of the asset, 5 years, straight-line.
Recent Accounting Pronouncements
Breezer does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.
Note 3 Going Concern
The company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $114,994 and has insufficient working capital to meet operating needs for the next twelve months as of September 30, 2008, all of which raise substantial doubt about the company's ability to continue as a going concern.
Note 4 Due from Shareholder
During September 2008 the Company elected to transfer funds from a US bank account to a foreign bank account and as a result closed its US bank account. As such, the funds were held in a bank draft until the regulations were met and funds could be transferred to the foreign account. However, due to the time lag and difficulties, the Company elected to transfer funds to another US bank account. The cash balance of $4,392 is shown as a receivable from shareholder as of September 30, 2008.
Note 5 Property, Plant and Equipment
Property, Plant and Equipment consists of furniture and equipment which is
being depreciated over 5 years.
September 30, 2008 |
September 30, 2007 |
|
$ |
$ |
|
Cost |
17,500 |
17,500 |
Accumulated Depreciation |
(10,800) |
(7,296) |
Net, Property, Plant and Equipment |
6,700 |
10,204 |
Note 6 Income Taxes
The Company has tax losses which may be applied against future taxable income. The potential tax benefits arising from these loss carry forwards expire between 2025 and 2028 and are offset by a valuation allowance due to the uncertainty of profitable operations in the future. The net operating loss carryforward was $114,994 and $83,826 at September 30, 2008 and 2007, respectively.
The deferred tax asset at September 30, 2008 and 2007 is as follows:
2008 | 2007 | |
Deferred Tax Asset arising from Net Operating Loss Carry-forwards | $ 40,248 | $ 29,339 |
Valuation allowance | (40,248) | (29,339) |
Net deferred tax asset | $ - | $ - |
Note 7 Related Party Transaction
A director loaned $9,700 to the Company during the period ended September 30, 2008, which is unsecured, non interest bearing, with no specific terms of repayment. The amount due the director is $28,950 and $19,250 at September 30, 2008 and September 30, 2007, respectively.
Imputed interest at 8% in the amount of $1,915 and $1,055 has been included as an increase to additional paid in capital for the year ended September 30, 2008 and 2007, respectively.
____________________________________________________________________________________________________________________________________________________________
CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002
I, Huaiqian Zhang, certify that:
1. I have reviewed this annual report on Form 10-K of Breezer Ventures Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of the registrant's Board of Directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: February 13, 2009
By: /s/ Huaiqian Zhang
Huaiqian Zhang
Chief Executive Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Huaiqian Zhang, the Chief Executive Officer of Breezer Ventures Inc. (the "Company") hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his or her knowledge, the Annual Report on Form 10-K for the year ended September 30, 2008, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Annual Report on Form 10-K, as amended, fairly presents in all material respects the financial condition and results of operations of the Company.
Date: February 13, 2009.
/s/ _Huaiqian Zhang__
Huaiqian Zhang
Chief Executive Officer
CODE OF ETHICS
FOR SENIOR FINANCIAL OFFICERS, EMPLOYEES,
AND THE PRINCIPAL EXECUTIVE OFFICERS OF
Breezer Ventures Inc.
Breezer Ventures Inc. (the Company) is committed to conducting its business in compliance with all applicable laws and regulations and in accordance with high standards of business conduct. The Company strives to maintain the highest standard of accuracy, completeness, and disclosure in its financial dealings, records, and reports. These standard serve as the basis for managing the Company's business, for meeting the Company's duties to its stockholders, and for maintaining compliance with financial reporting requirements. The Company's principal executive officers and all of the Company's senior financial executives must agree to comply with the following principles and will promote and support this Code of Ethics, and comply with the following principles. For the purpose of this Code of Ethics, "senior financial officers" means the Company's principal financial officer and controller or principal accounting officer, or persons performing similar functions.
The principal executive officer and each senior financial officer of the Company will adhere to and advocate the following principals and responsibilities governing his or her professional and ethical conduct, each to the best of his or her knowledge and ability:
1. Act with honesty and integrity and in a ethical manner, avoiding actual or apparent conflicts of interest in personal and professional relationships.
2. Promptly disclose to the Company, through the General Counsel, Chief Accounting Officer, or Audit Committee, any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest between personal and professional relationships.
3. Provide full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company.
4. Provide constituents with information that is accurate, complete, objective, relevant, timely, and understandable.
5. Comply with applicable rules and regulations of federal, state, and local governments and other appropriate private and public regulatory agencies.
6. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing his or her independent judgment to be subordinated.
7. Use good business judgment in the processing and recording of all financial transactions.
8. Respect the confidentiality of information acquired in the course of the Company's business, except when authorized or otherwise legally obligated to disclose such information, and not use confidential information acquired in the course of work for personal advantage.
9. Share knowledge and maintain skills important and relevant to his or her constituents' needs.
10. Promote ethical behavior among constituents in the work environment.
11. Achieve responsible use of and control over all assets and resources employed or entrusted to him or her.
12. Comply with generally accepted accounting standards and practices, rules, regulations and controls.
13. Ensure that accounting entries are promptly and accurately recorded and properly documented and that no accounting entry intentionally distorts or disguises the true nature of any business transaction.
14. Maintain books and records that fairly and accurately reflect the Company's business transactions.
15. Sign only those documents that he or she believes to be accurate and truthful.
16. Devise, implement, and maintain sufficient internal controls to assure that financial record keeping objectives are met.
17. Prohibit the establishment of any undisclosed or unrecorded funds or assets for any purpose and provide for the proper and prompt recording of all disbursements of funds and all receipts.
18. Not knowingly be a party to any illegal activity or engage in acts that are discreditable to his or her profession or the Company.
19. Respect and contribute to the legitimate and ethical objects of the Company.
20. Engage in only those services for which he or she has the necessary knowledge, skill, and expertise.
21. Not make, or tolerate to be made, false or artificial statements or entries for any purpose in the books and records of the Company or in any internal or external correspondence, memoranda, or communication of any type, including telephone or wire communications.
22. Report to the Company, through the General Counsel, Chief Accounting Officer, or Audit Committee any situation where the Code of Ethics, the Company's standards, or the laws are being violated.
Those required to comply with this Code of Ethics understand that failure to comply with this Code of Ethics will not be tolerated by Company and that deviations there from or violations thereof will result in serious consequences, which may include, but may not be limited to, serious reprimand, dismissal or other legal actions.
The parties subject to this Code of Ethics will acknowledge in writing that they agree to comply with these requirements.
CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002
I, Huaiqian Zhang, certify that:
1. I have reviewed this annual report on Form 10-K of Breezer Ventures Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of the registrant's Board of Directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: February 13th, 2009
By: /s/ Huaiqian Zhang
Huaiqian Zhang
Chief Executive Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Huaiqian Zhang, the Chief Executive Officer of Breezer Ventures Inc. (the "Company") hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his or her knowledge, the Annual Report on Form 10-K for the year ended September 30, 2008, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Annual Report on Form 10-K, as amended, fairly presents in all material respects the financial condition and results of operations of the Company.
Date: February 13th, 2009.
/s/ _Huaiqian Zhang__
Huaiqian Zhang
Chief Executive Officer