UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010
Commission file number 333-154455
ARES VENTURES CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
4600 Lamont Street #4-327
San Diego, CA 92109-3535
(Address of principal executive offices, including zip code)
(858)408-2457
(Telephone number, including area code)
Shane Ellis
Ares Ventures Corp.
4600 Lamont Street #4-327
San Diego, CA 92109-3535
Telephone & Facsimile (858)408-2457
(Name and Address of Agent for Service)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 last 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 (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).? YES [ ] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-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 [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 6,000,000 shares as of August 11,
2010
ITEM 1. FINANCIAL STATEMENTS
The financial statements for the quarter ended June 30, 2010 immediately follow.
2
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Ares Ventures, Inc.
(An Exploration Stage Company)
We have reviewed the accompanying balance sheets of Ares Ventures, Inc. as of
June 30, 2010, and the related statements of operations and cash flows for the
three-month and nine-month period ended June 30, 2010 and from inception
September 25, 2008 through June 30, 2010. These interim financial statements are
the responsibility of the Corporation's management.
We conduct our reviews in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists of principally applying analytical procedures and making
inquiries of persons responsible for the financials and accounting matters. It
is substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to such financial statements for them to be in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been reviewed assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has not yet established an ongoing source of
revenues sufficient to cover its operating costs, which raises substantial doubt
about its ability to continue as a going concern. Management's plans concerning
these matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Seale and Beers, CPAs
----------------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
August 2, 2010
50 S. Jones Blvd Suite 202 Las Vegas, NV 89107
Phone: (888) 727-8251 Fax: (888) 782-2351
3
ARES VENTURES CORP.
(An Exploration Stage Company)
Condensed Interim Balance Sheets
(Unaudited)
--------------------------------------------------------------------------------
As of As of
June 30, September 30,
2010 2009
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 26,755 $ 47,758
-------- --------
TOTAL CURRENT ASSETS 26,755 47,758
-------- --------
TOTAL ASSETS $ 26,755 $ 47,758
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 260 $ 4,000
-------- --------
TOTAL CURRENT LIABILITIES 260 4,000
-------- --------
TOTAL LIABILITIES 260 4,000
======== ========
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares authorized;
6,000,000 shares issued and outstanding as of June 30, 2010 and
September 30, 2009) 6,000 6,000
Additional paid-in capital 69,000 69,000
Deficit accumulated during development stage (48,505) (31,242)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 26,495 43,758
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 26,755 $ 47,758
======== ========
See Notes to Financial Statements
4
ARES VENTURES CORP.
(An Exploration Stage Company)
Condensed Interim Statements of Operations
Unaudited
--------------------------------------------------------------------------------
September 25, 2008
Three Months Three Months Nine Months Nine Months (inception)
ended ended ended ended through
June 30, June 30, June 30, June 30, June 30,
2010 2009 2010 2009 2010
---------- ---------- ---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES -- -- -- -- --
OPERATIONG EXPENSES
Office and Administration 445 574 2,184 3,782 8,315
Mineral Exploration Expenses -- -- 8,000 7,000 23,611
Professional Fees 1,750 1,500 7,080 8,000 16,580
---------- ---------- ---------- ---------- ----------
TOTAL OPERATING EXPENSES (2,195) (2,074) (17,264) (18,782) (48,506)
Provision for Income Taxes -- -- -- -- --
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (2,195) $ (2,074) $ (17,264) $ (18,782) $ (48,506)
========== ========== ========== ========== ==========
BASIC EARNINGS (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.01)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,000,000 4,615,385 6,000,000 3,538,462
========== ========== ========== ==========
See Notes to Financial Statements
5
ARES VENTURES CORP.
(An Exploration Stage Company)
Condensed Interim Statements of Cash Flows
Unaudited
--------------------------------------------------------------------------------
September 25, 2008
Nine Months Nine Months (inception)
ended ended through
June 30, June 30, June 30,
2010 2009 2010
-------- -------- --------
OPERATING ACTIVITIES
Net income (loss) $(17,264) $(18,782) $(48,506)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in Deposits -- (4,500) --
Increase (decrease) in Accounts Payable (3,740) (435) 260
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (21,004) (23,717) (48,246)
INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
FINANCING ACTIVITIES
Proceeds from the sale of common stock -- 73,000 75,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 73,000 75,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (21,004) 49,283 26,754
CASH AT BEGINNING OF PERIOD 47,758 2,000 --
-------- -------- --------
CASH AT END OF PERIOD $ 26,755 $ 51,283 $ 26,754
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
6
ARES VENTURES CORP.
(An Exploration Stage Company)
Notes to Unaudited Condensed Interim Financial Statements
June 30, 2010
--------------------------------------------------------------------------------
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by Ares Ventures Corp.
(the "Company") without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations, and cash flows at June 30, 2010,
and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's September 30,
2009 audited financial statements. The results of operations for the period
ended June 30, 2010 are not necessarily indicative of the operating results for
the full year.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and other
investors sufficient to meet its minimal operating expenses and seeking equity
and/or debt financing. However management cannot provide any assurances that the
Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.
NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS
The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the company's financial statements.
NOTE 4 - SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after June 30,
2010 up through date the Company issued these financial statements. During this
period, the Company did not have any material recognizable subsequent events.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this report and actual results may differ materially from historical
results or our predictions of future results.
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenue to date. Our
net loss from inception (September 25, 2008) through June 30, 2010 was $48,506.
In September, 2008, a total of 3,000,000 shares of common stock were issued in
exchange for $15,000 US, or $.005 per share. These securities were issued to
Shane Ellis, the officer and director of the company. On May 12, 2009 the
Company completed its S-1 offering, selling 3,000,000 common shares at $.02 per
share for total proceeds of $60,000.
The following table provides selected financial data about our company for the
period ended June 30, 2010.
Balance Sheet Data: 6/30/10
------------------- -------
Cash $26,755
Total assets $26,755
Total liabilities $ 260
Shareholders' equity $26,495
THREE MONTHS ENDED JUNE 30, 2010 AND 2009
We incurred operating expenses of $2,195 and $2,074 for the three months ended
June 30, 2010 and 2009, respectively. For the three months ended June 30, 2010
these expenses consisted of $445 in general operating expenses and $1,750 in
professional fees. For the three months ended June 30, 2009 these expenses
consisted of $574 in general operating expenses and $1,500 in professional fees.
NINE MONTHS ENDED JUNE 30, 2010 AND 2009
We incurred operating expenses of $17,264 and $18,782 for the nine months ended
June 30, 2010 and 2009, respectively. For the nine months ended June 30, 2010
these expenses consisted of $2,184 in general operating expenses, $7,080 in
professional fees and $8,000 in mineral exploration expenses. For the nine
months ended June 30, 2009 these expenses consisted of $3,782 in general
operating expenses, $8,000 in professional fees and $7,000 in mineral
exploration expenses.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at June 30, 2010 was $26,755. If we experience a shortage of
funds in the next twelve months we may utilize funds from our director, who has
agreed to advance funds for operations, however he has no formal commitment,
arrangement or legal obligation to advance or loan funds to us.
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PLAN OF OPERATION
Our plan of operation for the next twelve months is to determine if the company
will proceed with further exploration and if so to complete Phases 2 of the
exploration program. In addition to the $9,500 we would spend for Phase 2, as
outlined below, we anticipate spending an additional $10,000 on professional
fees, including fees payable in complying with reporting obligations, and
general administrative costs. Total expenditures over the next 12 months are
therefore expected to be approximately $19,500.
The following work program has been recommended by the consulting geologist who
prepared the geology report.
PHASE 1 (COMPLETED)
Detailed prospecting, mapping and soil geochemistry. The
estimated cost for this program is all inclusive. The
timeline for accomplishing this phase of fieldwork
including the turn-around time on analyses is approximately
two months $ 8,500 (paid)
PHASE 1A (COMPLETED)
Fill-n MMI sampling to establish a more exact pattern of
Anomalies found in Phase 1. $ 8,000 (paid)
PHASE 2
Magnetometer and VLF electromagnetic, grid controlled
surveys over the areas of interest determined by the Phase 1
survey. Included in this estimated cost is transportation,
accommodation, board, grid installation, two
geophysical surveys, maps and report $ 9,500
PHASE 3
Induced polarization survey over grid controlled anomalous
area of interest outlined by Phase 1&2 fieldwork. Hoe or
bulldozer trenching, mapping and sampling of bedrock
anomalies. Includes assays, maps and reports $25,000
-------
Total $51,000
=======
Each phase following phase 1 is contingent upon favorable results from the
previous phase.
The geologist completed Phase 1 in October 2009 and recommended a followup Phase
1 at a cost of $8,000. He completed the field work for the followup Phase 1A,
prepared his report and we are currently reviewing his recommendation regarding
further exploration based upon our remaining cash resources.
The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates.
9
Following phase one of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with phase two of our
exploration program. The estimated cost of this program is $9,500 and will take
approximately 3 weeks to complete and an additional two to three months for the
consulting geologist to receive the results from the assay lab and prepare his
report.
Following phase two of the exploration program, if it proves successful and we
are able to raise additional funding, we intend to proceed with phase three of
our exploration program. The estimated cost of this program is $25,000 and will
take approximately one month to complete and an additional two to three months
for the consulting geologist to receive the results from the assay lab and
prepare his report.
If we determine the best course of action is to proceed with further
exploration, we anticipate commencing the second phase of our exploration
program in summer 2010. We have a verbal agreement with Western Minerals Inc.,
the consulting geology company who prepared the geology report on our claim, to
retain their services for our planned exploration program. We cannot provide
investors with any assurance that we will be able to raise sufficient funds to
proceed with any work after the exploration program if we find mineralization.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
ITEM 4. CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
- Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and
directors of the company; and
10
- Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. 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. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
As of June 30, 2010 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of June 30, 2010.
Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
11
We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2010. Additionally, we plan to test our updated
controls and remediate our deficiencies by December 31, 2010.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit No. Exhibit Incorporated by Reference or Filed Herewith
----------- ------- -------------------------------------------
3.1 Articles of Incorporation Incorporated by reference to the Registration
Statement on Form S-1 filed with the SEC on
October 20, 2008, File No. 333-154455
3.2 Bylaws Incorporated by reference to the Registration
Statement on Form S-1 filed with the SEC on
October 20, 2008, File No. 333-154455
31.1 Section 302 Certification of Filed herewith
Chief Executive Officer
31.2 Section 302 Certification of Filed herewith
Chief Financial Officer
32 Section 906 Certification of Filed herewith
Chief Executive Officer and
Chief Financial Officer
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.
August 11, 2010 Ares Ventures Corp.
/s/ Shane Ellis
---------------------------------------------------
By: Shane Ellis
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, President, Secretary,
Treasurer & Sole Director)
13