10-Q 1 f24710q2q13v1.htm FORM 10-Q Twentyfour/seven Ventures Form 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


[x]     Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended June 30, 2013


-OR-


[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from _________ to________


Commission File Number  333-186068


Twentyfour/seven Ventures, Inc.

 (Exact name of registrant as specified in its charter)


 

 

 

Colorado

 

20-8594615

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)


 

 

 

132 W. 11th Avenue, Denver Colorado

 

80204

(Address of principal executive offices)

 

(Zip Code)


(720) 266-6996

 (Registrant's telephone number, including area code)


Indicate by check mark whether the issuer (1) 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 [ ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [ ]   No [ ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):





 

 

 

Large accelerated filer        [  ]

 

Non-accelerated filer             [  ]

Accelerated filer                 [  ]

 

Smaller reporting company   [x]


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


The number of outstanding shares of the registrant's common stock as of

August 16, 2013:   Common Stock – 9,990,000










































2




TWENTYFOUR/SEVEN VENTURES, INC.

FORM 10-Q

For the quarterly period ended June 30, 2013

INDEX


PART I – FINANCIAL INFORMATION

 

 

 

 

 

Page

Item 1.  Financial Statements (Unaudited)

 

4

Item 2.  Management's Discussion and Analysis of

  Financial Condition and Results of Operations

 

9

Item 3.  Quantitative and Qualitative Disclosure

  About Market Risk

 

10

Item 4.  Controls and Procedures

 

10


PART II – OTHER INFORMATION



 

 

 

Item 1.  Legal Proceedings

 

12

Item 1A.  Risk Factors

 

12

Item 2.  Unregistered Sales of Equity Securities and

  Use of Proceeds

 

12

Item 3.  Defaults upon Senior Securities

 

12

Item 4.  Mine Safety Disclosures

 

12

Item 5.  Other Information

 

12

Item 6.  Exhibits

 

12

 

 

 

SIGNATURES

 

13



3



Twentyfour/seven Ventures, Inc.

Condensed Balance Sheets


 

 

June 30, 2013

 

Dec. 31, 2012

(Unaudited)

ASSETS

 

 

Current assets

 

 

      Cash

 $              24,579

 $                4,625

      Accounts receivable

                   3,858

                 12,550

      Customer deposits - held

                 23,100

                 27,880

             Total current assets

                 51,537

                 45,055

 

 

 

      Fixed assets

                 23,862

                 24,534

      Accumulated depreciation

                (20,670)

                (21,920)

      Restricted cash reserves

               184,253

               187,039

      Other assets

                     650

                   3,324

      

               188,095

               192,977

Total Assets

 $             239,632

 $             238,032

 

 

 

LIABILITIES & STOCKHOLDERS' EQUITY

 

Current liabilities

 

 

      Accounts payable

 $              10,379

 $              11,085

      Related party payables

                     479

                     479

       Interest payable

                 10,477

                 13,477

      Taxes payable

                   1,210

                         -

      Customer deposits - owed

                 23,100

                 27,880

      Notes payable - current portion

                 75,000

                 75,000

             Total current liabilties

               120,645

               127,921

 

 

 

      Notes payable

                         -

                         -

Total Liabilities

               120,645

               127,921

 

 

 

Stockholders' Equity

 

 

      Common stock, $.001 par value;

 

 

          100,000,000 shares authorized;

 

 

          9,990,000 shares issued and outstanding

                   9,990

                   9,990

      Additional paid in capital

                 73,219

                 73,219

      Retained earnings

                 35,778

                 26,902

 

 

 

Total Stockholders' Equity

               118,987

               110,111

 

 

 

Total Liabilities and Stockholders' Equity

 $             239,632

 $             238,032



The accompanying notes are an integral part of the consolidated financial statements.


4



Twentyfour/seven Ventures, Inc.

Condensed Statements of Operations

For the Three and Six Months Ended June 30, 2013 and 2012

(Unaudited)


 

Three Months

Three Months

Six Months

Six Months

 

Ended

Ended

Ended

Ended

 

June 30, 2012

June 30, 2013

June 30, 2012

June 30, 2013

 

 

 

 

 

 

 

 

 

 

Revenues

 $  191,030

 $  156,631

 $  312,755

 $  302,773

Cost of sales

     124,419

 142,573

197,445

  234,776

 

 

 

 

 

Gross profit

   66,611

  14,058

  115,310

 67,997

 

 

 

 

 

Operating expenses:

 

 

 

 

     Amortization & depreciation

        642

        582

       1,248

   1,250

     General and administrative

    32,958

  36,253

  61,848

  72,623

 

  33,600

36,835

   63,096

 73,873

 

 

 

 

 

Gain (loss) from operations

  33,011

   (22,777)

 52,214

 (5,876)

 

 

 

 

 

Other income (expense):

 

 

 

 

     Interest expense

  (500)

  (1,500)

 (1,000)

 (3,000)

 

 (500)

  (1,500)

  (1,000)

  (3,000)

 

 

 

 

 

Income (loss) before

 

 

 

 

     provision for income taxes

 32,511

   (24,277)

 51,214

  (8,876)

 

 

 

 

 

Provision for income tax

    6,409

          -

 10,240

            -

 

 

 

 

 

Net income (loss)

 $   26,102

 $  (24,277)

 $   40,974

 $   (8,876)

 

 

 

 

 

Net income (loss) per share

 

 

 

 

(Basic and fully diluted)

 0.00

 $      (0.00)

 0.00

 $     (0.00)

 

 

 

 

 

Weighted average number of

 

 

 

 

common shares outstanding

 9,990,000

 9,990,000

 9,990,000

 9,990,000



The accompanying notes are an integral part of the consolidated financial statements.


5



Twentyfour/seven Ventures, Inc.

Condensed Statements of Cash Flows

 (Unaudited)

 

Six Months

Six Months

 

Ended

Ended

 

June 30, 2012

June 30, 2013

Cash Flows From Operating Activities:

 

 

     Net income (loss)

 $   40,974

 $   (8,876)

          

 

 

     Adjustments to reconcile net loss to

 

 

     net cash provided by (used for)

 

 

     operating activities:

 

 

          Amortization & depreciation

1,248

  1,250

          Accounts receivable

(18,824)

(8,692)

          Accounts payable

     (15)

    706

          Interest payable

   1,000

3,000

          Taxes payable

   10,240

(1,210)

          Compensatory stock issuances

  150

    -

          Deposits

    -

(2,674)

               Net cash provided by (used for)

 

 

               operating activities

34,773

(16,496)

 

 

 

Cash Flows From Investing Activities:

 

 

          Fixed asset purchases

(2,115)

    (672)

          Restricted cash reserves

 (27,772)

  (2,786)

               Net cash provided by (used for)

 

 

               investing activities

   (29,887)

    (3,458)

 

 

 

Cash Flows From Financing Activities:

 

 

          Related party payables

2,091

         -

          Notes payable - borrowings

       -

     -

               Net cash provided by (used for)

 

 

               financing activities

  2,091

  -

 

 

 

Net Increase (Decrease) In Cash

  6,977

  (19,954)

 

 

 

Cash At The Beginning Of The Period

    2,641

  24,579

Cash At The End Of The Period

 $     9,618

 $     4,625

 

 

 

Schedule Of Non-Cash Investing And Financing Activities

 

 

In 2012 a shareholder contributed $10,726 in debt to the capital of the Company.

 

 

 

Supplemental Disclosure

 

 

Cash paid for interest

 $           -

 $            -

Cash paid for income taxes

 $           -

 $    1,210


The accompanying notes are an integral part of the consolidated financial statements.


6



TWENTYFOUR/SEVEN VENTURES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)


NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Twentyfour/seven Ventures, Inc. (the “Company”) was incorporated in the State of Colorado on March 8, 2007. The Company is engaged in the bail bond business.


Principles of consolidation


The accompanying consolidated financial statements include the accounts of Twentyfour/seven Ventures, Inc. and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.


Basis of Presentation


The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure 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 differ from those estimates.


Cash and cash equivalents


The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.


Accounts receivable


The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.


7



Property and equipment


Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each item's estimated useful life.


Revenue recognition


Revenue is recognized on an accrual basis after services have been performed under contract terms, the service price to the client is fixed or determinable, and collectibility is reasonably assured.


Income tax


The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.


Net income (loss) per share


The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.


Financial Instruments


The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheets, approximates fair value.


Long-Lived Assets


In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.


8



ITEM 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Trends and Uncertainties.  


There are no known trends, events or uncertainties that have or are reasonably likely to have a material impact on the registrant’s short term or long term liquidity.  Sources of liquidity both internal and external will come from the sale of the registrant’s services and products as well as the private sale of the registrant’s stock.  There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations.  There are no significant elements of income or loss that do not arise from the registrant’s continuing operations.  There are no known causes for any material changes from period to period in one or more line items of the registrant’s financial statements.


Capital Resources and Source of Liquidity:


Our cash balance is 4,625 as of June 30, 2013.  We believe that our cash balance will be sufficient to fund our operations for the fiscal year ended December 31, 2013 and has no current plans to raise additional equity.  We have two notes payable to shareholders for a total of $75,000 due on June 1, 2014.


For the six months ended June 30, 2013, we spent $672 on fixed asset purchases and $2,786 on restricted cash reserves.  As a result, we had net cash used for investing activities of $3,458 for the six months ended June 30, 2013.


For the six months ended June 30, 2012, we spent $2,115 on fixed asset purchases and $27,772 on restricted cash reserves.  As a result, we had net cash used for investing activities of $29,887 for the six months ended June 30, 2012.


For the six months ended June 30, 2013, we did not pursue any financing activities.


For the six months ended June 30, 2012, we received $2,091 from related party payables.  As a result, we had net cash provided by financing activities of $2,091 for the six months ended June 30, 2012.


Results of Operations


For the three months ended June 30, 2013, we earned revenues of $156,631.  Our cost of sales was $142,573, resulting in a gross profit of $14,058.  We had amortization and depreciation expenses of $582 and general and administrative expenses of $36,253.  We had interest expense of $1,500.  As a result, we had a net loss of $24,277 for the three months ended June 30, 2013.


9



Comparatively, for the three months ended June 30, 2012, we earned revenues of $191,030.  Our cost of sales was $124,419, resulting in a gross profit of $66,611.  We had amortization and depreciation expenses of $642 and general and administrative expenses of $32,958.  We had interest expense of $500, and paid income taxes of $6,409.  As a result, we had net income of $26,102 for the three months ended June 30, 2012.


Our revenues decreased by $34,399, or 18.01%, during the three months ended June 30, 2013 compared to the three months ended June 30, 2012.  Our cost of sales increased by $18,154, or $12.73%, for the same period.  Our cost of sales increased due to the increased number of agents working under us during the three months ended June 30, 2013.


For the six months ended June 30, 2013, we earned revenues of $302,773.  Our cost of sales was $234,776, resulting in a gross profit of $67,997.  We had amortization and depreciation expenses of $1,250 and general and administrative expenses of $72,623.  We had interest expense of $3,000.  As a result, we had a net loss of $8,876 for the six months ended June 30, 2013.


Comparatively, for the six months ended June 30, 2012, we earned revenues of $312,755.  Our cost of sales was $197,445, resulting in a gross profit of $115,310.  We had amortization and depreciation expenses of $1,248 and general and administrative expenses of $61,848.  We had interest expense of $1,000 and paid income taxes of $10,240.  As a result, we had net income of $40,974 for the six months ended June 30, 2012.


Our revenues decreased by $9,982, or 3.19%, from the six months ended June 30, 2013 compared to the six months ended June 30, 2012, while our cost of sales increased by $37,331, or 15.9%, for the same period.  The increase in cost of sales is primarily due to adding new agents in Colorado during the six months ended June 30, 2013.


Off-Balance Sheet Arrangements

The registrant had no material off-balance sheet arrangements as of June 30, 2013.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Not applicable for smaller reporting companies.


Item 4.  Controls and Procedures


During the period ended June 30, 2013, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


10



Evaluation of Disclosure Controls and Procedures


Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of June 30, 2013.  Based on this evaluation, our chief executive officer and principal financial officers have concluded such controls and procedures to be effective as of June 30, 2013 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


11

PART II - OTHER INFORMATION


Item 1.   Legal Proceedings

None


Item 1A.  Risk Factors  

Not applicable for smaller reporting companies


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


Item 5.   Other Information

None


Item 6.   Exhibits


Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**.  XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.


12


SIGNATURES


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


Dated: August 16, 2013


TWENTYFOUR/SEVEN VENTURES, INC.


By:  /s/Robert M. Copley, Jr.

Robert M. Copley Jr.

Chief Executive Officer

Chief Financial Officer


13