-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G63L4z4W6j2yfqsQNavm49m01VoN0Ysq88V5i2ryg17qKXxf2F3eGkkGr2iSacos YKXvDGOxCHEGIl1tXqLarA== 0001019687-04-002423.txt : 20041110 0001019687-04-002423.hdr.sgml : 20041110 20041109165023 ACCESSION NUMBER: 0001019687-04-002423 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041109 DATE AS OF CHANGE: 20041109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vorsatech Ventures, Inc. CENTRAL INDEX KEY: 0001293593 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-50803 FILM NUMBER: 041130233 BUSINESS ADDRESS: STREET 1: 702 - 777 HORNBY STREET CITY: VANCOUVER STATE: A1 ZIP: V6Z 1S2 BUSINESS PHONE: (604) 605-0507 MAIL ADDRESS: STREET 1: 702 - 777 HORNBY STREET CITY: VANCOUVER STATE: A1 ZIP: V6Z 1S2 10QSB 1 vorsatech_10q-093004.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ____________ to ____________ Commission file number: 000-50803 VORSATECH VENTURES, INC. (Exact name of small business issuer as specified in its charter) Delaware n/a (State or other jurisdiction of (IRS Employee Identification No.) incorporation or organization) 702-777 Hornby Street, Vancouver, BC, V6Z 1S2 (Address of principal executive offices) (604) 605-0507 (Issuer's telephone number) APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Common Stock, $0.001 par value 2,638,713 (Class) (Outstanding as of October 29, 2004) Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] VORSATECH VENTURES, INC. FORM 10-QSB INDEX Page ---- Part I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Balance Sheets September 30, 2004 (unaudited) and March 31, 2004 ................................................F-1 Unaudited Condensed Statements of Operations for the three months ended September 30, 2004 and 2003.....................F-2 Unaudited Condensed Statements of Cash Flows for the three months ended September 30, 2004 and 2003.....................F-3 Consolidated Statement of Stockholders' equity for the period from October 30, 1998 (Inception) to September 30, 2004 (unaudited).....F-4 Notes to Financial Statements (unaudited)..........................F-5 Item 2. Management's Discussion and Analysis or Plan of Operation..........3 Item 3. Controls and Procedures............................................4 Part II OTHER INFORMATION Item 1. Legal Proceedings..................................................4 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........4 Item 3. Defaults upon Senior Securities....................................4 Item 4. Submission of Matters to a Vote of Security Holders................4 Item 5. Other Information..................................................4 Item 6. Exhibits and Reports on Form 8-K...................................4 Signatures..................................................................5 2 PART I: FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) VORSATECH VENTURES, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS JUNE 30, March 31, 2004 2004 ------------- ------------- (UNAUDITED) ASSETS ------ CURRENT ASSETS Funds held in trust by related party $ 5,237 $ 10,496 ------------- ------------- Total Current Assets $ 5,237 $ 10,496 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current Liabilities Accounts payable $ -- Accrued compensation 1,250 Shareholder advances 6,679 $ 6,303 ------------- ------------- Total Current Liabilities 7,929 6,303 ------------- ------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Preferred stock, par value $.0001, 20,000,000 shares authorized, none issued -- Common stock, par value $.0001, 250,000,000 shares authorized, 2,638,713 shares outstanding 264 264 Paid-in capital 48,395 47,795 (Deficit) accumulated during the development stage (51,351) (43,865) ------------- ------------- Total Stockholders' Equity (2,692) 4,194 ------------- ------------- $ 5,237 $ 10,496 ============= ============= SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS F-1
VORSATECH VENTURES, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS CUMMULATIVE FROM OCTOBER 30, 1998 THREE MONTHS ENDED SIX MONTHS ENDED (INCEPTION) SEPTEMBER 30, SEPTEMBER 30, TO ------------------------------- ------------------------------- SEPTEMBER 30, 2004 2003 2004 2003 2004 ------------- ------------- ------------- ------------- ------------- REVENUE $ -- $ -- $ -- $ -- $ -- ------------- ------------- ------------- ------------- ------------- EXPENSES: General and administrative 2,798 1,050 7,486 2,145 51,350 ------------- ------------- ------------- ------------- ------------- Total Expenses 2,798 1,050 7,486 2,145 51,350 ------------- ------------- ------------- ------------- ------------- NET (LOSS) $ (2,798) $ (1,050) $ (7,486) $ (2,145) $ (51,350) ============= ============= ============= ============= ============= BASIC NET (LOSS) PER SHARE * * * * ============= ============= ============= ============= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 2,636,118 878,706 2,636,118 878,706 ============= ============= ============= ============= * less than $(.01) per share SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS F-2
VORSATECH VENTURES, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) ACCUMULATED COMMON STOCK DURING THE --------------------------------- PAID-IN DEVELOPMENT SHARES AMOUNT CAPITAL STAGE TOTAL -------------- -------------- -------------- -------------- -------------- Balance, at inception, -- $ -- $ -- $ -- $ -- Stock issued for services, December 18, 1998, at $1000 per share 1 0 1,000 1,000 Contributed services 600 600 Net (loss) for the period (1,600) (1,600) -------------- -------------- -------------- -------------- -------------- BALANCE, MARCH 31, 1999 1 0 1,600 (1,600) -- Contributed services 1,200 1,200 Net (loss) for the year (1,200) (1,200) -------------- -------------- -------------- -------------- -------------- BALANCE, MARCH 31, 2000 1 0 2,800 (2,800) -- Stock issued for services, December 4, 2000, for $100 per share 25 0 2,500 2,500 Contributed services 1,200 1,200 Net (loss) for the year (8,616) (8,616) -------------- -------------- -------------- -------------- -------------- BALANCE, MARCH 31, 2001 26 0 6,500 (11,416) (4,916) Stock issued for services November 21, 2001, for $.02 per share 115,949 12 2,307 2,319 Stock issued for services December 7, 2001, for $.02 per share 12,731 1 254 255 Contributed services 1,200 1,200 Net (loss) for the year (3,774) (3,774) -------------- -------------- -------------- -------------- -------------- BALANCE, MARCH 31, 2002, 128,706 13 10,261 (15,190) (4,916) Issuance of shares to acquire Public Disclosure, Inc. on December 6, 2002, for $.02 per share 750,000 75 14,925 15,000 Contributed services 1,200 1,200 Net (loss) for the year (18,290) (18,290) -------------- -------------- -------------- -------------- -------------- BALANCE, MARCH 31, 2003 878,706 88 26,386 (33,480) (7,006) Proceeds from sale of common stock March 4, 2004, for $.01 per share 1,500,000 150 14,850 15,000 Shares issued in settlement of transfer fees on March 5, 2004, for $.29 per share 10,000 1 2,884 2,885 Stock issued for services on March 15, 2004, for $.01 per share 250,000 25 2,475 2,500 Contributed services 1,200 1,200 Net (loss) for the year (10,385) (10,385) -------------- -------------- -------------- -------------- -------------- BALANCE, MARCH 31, 2004 2,638,706 264 47,795 (43,865) 4,194 Contributed services 600 600 Net (loss) for the six months (7,486) (7,486) -------------- -------------- -------------- -------------- -------------- BALANCE, SEPTEMBER 30, 2004 2,638,706 $ 264 $ 48,395 $ (51,351) $ (2,692) ============== ============== ============== ============== ============== SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS F-3
VORSATECH VENTURES, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED) CUMMULATIVE FROM OCTOBER 30, 1998 SIX MONTHS ENDED (INCEPTION) SEPTEMBER 30, TO ------------------------------- SEPTEMBER 30, 2004 2003 2004 ------------- ------------- ------------- OPERATING ACTIVITIES: Net (loss) from operations $ (7,486) $ (2,145) $ (51,350) Adjustments to reconcile net (loss) to net cash used by operating activities: Contributed capital 600 600 7,200 Common stock issued for services -- -- 23,573 Common stock issued for acquisition -- -- -- Common stock issued for debt relief -- -- 2,885 Changes in: Accounts payable -- 1,545 -- Accrued compensation 1,250 -- 1,250 Trust funds 5,260 -- (5,237) ------------- ------------- ------------- Net Cash (Used) by Operating Activities (376) -- (21,679) ------------- ------------- ------------- FINANCING ACTIVITIES: Shareholder advances 376 -- $ 6,679 Proceeds from sale of common stock -- -- 15,000 ------------- ------------- ------------- Net Cash From Financing Activities 376 -- 21,679 ------------- ------------- ------------- NET INCREASE IN CASH -- -- -- CASH, beginning of period -- -- -- ------------- ------------- ------------- CASH, end of period $ -- $ -- $ -- ============= ============= ============= SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS F-4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS Overview - -------- The Company is considered a development stage company with limited assets or capital and with no operations or income since inception. The costs and expenses associated with the preparation and filing of this registration statement and other operations of the Company have been paid for by loans from the President of the Company. It is anticipated that the Company will require only nominal capital to maintain the corporate viability of the Company and necessary funds will most likely be provided by the Company's existing shareholders or its officers and directors in the immediate future. However, unless the Company is able to facilitate an acquisition of or merger with an operating business or is able to obtain significant outside financing, there is substantial doubt about its ability to continue as a viable corporation. In the opinion of management, inflation has not and will not have a material effect on the operations of the Company until such time as the Company successfully completes an acquisition or merger. At that time, management will evaluate the possible effects of inflation on the Company as it relates to its business and operations following a successful acquisition or merger. Plan of Operation - ----------------- During the next twelve months, the Company will actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. Because the Company lacks finds, it may be necessary for the officers and directors to either advance funds to the Company or to incur expenses until such time as a successful business consolidation can be made. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, the Company's President and sole Director will defer payment of all accrued compensation until such time as an acquisition or merger can be accomplished and will strive to have the business opportunity provide his remuneration. However, if the Company engages outside advisors or consultants in its search for business opportunities, it may be necessary for the Company to attempt to raise additional funds. As of the date hereof, the Company has engaged its officers and directors and legal counsel to assist in the search for business opportunities. The Company has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. In the event the Company does need to raise capital most likely the only method available to the Company would be the private sale of its securities. Because of the nature of the Company as a development stage company, it is unlikely that it could make a public sale of securities or be able to borrow any significant sum, from either a commercial or private lender. There can be no assurance that the Company will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company. The Company does not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months. Results of Operation - -------------------- The Company has had no operations during this reporting period. During the quarterly period covered by this report, the Company received no revenue and incurred expenses of $2,798 stemming from general and administrative expenditures. Liquidity - --------- As of September 30, 2004 the Company had total current assets of $5,237 and total liabilities of $7,929. 3 ITEM 3. CONTROLS AND PROCEDURES The registrant's Principal executive officers and principal financial officer, based on their evaluation of the registrant's disclosure controls and procedures (as defined in Rules 13a-14 (c) of the Securities Exchange Act of 1934) as of September 30, 2004 have concluded that the registrants' disclosure controls and procedures are adequate and effective to ensure that material information relating to the registrants and their consolidated subsidiaries is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms, particularly during the period in which this quarterly report has been prepared. The registrants' principal executive officers and principal financial officer have concluded that there were no significant changes in the registrants' internal controls or in other factors that could significantly affect these controls subsequent to September 30, 2004 the date of their most recent evaluation of such controls, and that there was no significant deficiencies or material weaknesses in the registrant's internal controls. PART II: OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 3.1.1* Articles of Incorporation in Colorado dated October 30, 1998 3.1.2* Amendment of Articles of Incorporation dated July 18, 2000 3.1.3* Amendment of Articles of Incorporation dated September 28, 2000 3.1.4* Amendment of Articles of Incorporation dated June 1, 2001 3.1.5* Memorandum and Articles of Association of ValuShip Ltd. in the Bahamas dated May 18, 2001 3.1.6* Articles of Merger of ValuShip Ltd (Colorado) and ValuShip Ltd. (Bahamas) dated December 14, 2001 3.1.7* Amendment of Certification of Incorporation in the Bahamas dated June 24, 2002 3.1.8* Certificate of Incorporation in Delaware dated February 23, 2004 3.1.9* Certificate of Domestication of Vorsatech Ventures, Inc. 3.1.10* Certificate of Continuation Under Foreign Law dated March 8, 2004 3.2* Bylaws 31.1 Section 302 Certification 32.1 Section 906 Certification of CEO 32.2 Section 906 Certification of CFO --------------------------- * Previously filed as an exhibit to the Company's Form 10-SB as filed June 15, 2004 4 (b) Reports on Form 8-K filed during the three months ended September 30, 2004. No Current Reports on Form 8-K were filed during the three months ended September 30, 2004 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: November 5, 2004 Vorsatech Ventures, Inc. /s/ Thomas Braun ------------------------ Thomas Braun President 5 EX-31.1 2 vorsatech_10qex31-1.txt Exhibit 31.1 Section 302 Certification CERTIFICATIONS I, Thomas Braun, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Vorsatech Ventures, Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have : (a) Designed such disclosure controls and procedures 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 quarterly report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation date"); and (c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the registrant's board of directors: (a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls, and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation including any corrective actions with regard to significant deficiencies and material weaknesses. Date : November 5, 2004 /s/ Thomas Braun - ----------------- Thomas Braun President and CEO EX-32.1 3 vorsatech_10qex32-1.txt Exhibit 32.1 Section 906 Certification of CEO CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Vorsatech Ventures Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Thomas Braun, as President and Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that: (1) The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. By: /s/ Thomas Braun ----------------- Thomas Braun President and CEO November 5, 2004 EX-32.2 4 vorsatech_10qex32-2.txt Exhibit 32.2 Section 906 Certification of CFO CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Vorsatech Ventures, Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Thomas Braun, as President and Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that: (1) The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. By: /s/ Thomas Braun ----------------- Thomas Braun President and CFO November 5, 2004 -----END PRIVACY-ENHANCED MESSAGE-----