U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended July 31, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to _________
Commission File No. 333-171214
VERVE VENTURES INC.
(Name of small business issuer in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
33 Turnberry Drive, Wilmslow, Cheshire K92QW
(Address of principal executive offices)
44-161-884-0149
(Issuer's telephone number)
Securities registered pursuant to Section Name of each exchange on which
12(b) of the Act: registered:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001
(Title of Class)
Indicate by checkmark whether the issuer: (1) has 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 past 90
days. Yes [X] No[ ]
Indicate by check mark whether the registrant is a large accelerated filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ x ] No []
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the
Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.
Yes[ ] No[ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most practicable date:
Class Outstanding as of July 31, 2011
----- -------------------------------
Common Stock, $0.001 9,050,000
VERVE VENTURES INC.
FORM 10-Q
Part 1. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 3
Balance Sheets 3
Statements of Operations 4
Statement of Stockholders' Equity (Deficient) 5
Statements of Cash Flows 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
Item 4. Controls and Procedures 14
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits 15
2
VERVE VENTURES INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
July 31, October 31,
2011 2010
-------- --------
(unaudited) (audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,572 $ 24,653
Prepaid Expenses 4,435 --
-------- --------
TOTAL ASSETS $ 8,007 $ 24,653
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities
Accounts Payable $ 2,110 $ --
Note payable - related party 10,375 1,375
-------- --------
TOTAL LIABILITIES 12,485 1,375
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par $0.001, 75,000,000 shares authorized,
9,050,000 shares issued and outstanding 9,050 9,050
Paid in capital 16,200 16,200
Deficit accumulated during the development stage (29,728) (1,972)
-------- --------
TOTAL STOCKHOLDERS' EQUITY(DEFICIT) (4,478) 23,278
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 8,007 $ 24,653
======== ========
The accompanying notes are an integral part of the financial statements.
3
VERVE VENTURES INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (UNAUDITED)
Period from Period from
February 23, 2010 February 23, 2010
Three months Nine Months Three months (Date of (Date of
ended ended ended Inception to Inception) to
July 31, July 31, July 31, July 31, July 31,
2011 2011 2010 2010 2011
---------- ---------- ---------- ---------- ----------
GROSS REVENUES $ -- $ -- $ -- $ -- $ --
OPERATING EXPENSES
Professioanl Expenses 2,500 14,100 -- -- 14,100
Administrative Expenses 1,088 13,656 10 1,285 15,628
---------- ---------- ---------- ---------- ----------
TOTAL OPERATING EXPENSES 3,588 27,756 10 1,285 29,728
---------- ---------- ---------- ---------- ----------
LOSS FROM OPERATIONS (3,588) (27,756) (10) (1,285) (29,728)
OTHER EXPENSES -- -- -- -- --
---------- ---------- ---------- ---------- ----------
NET LOSS BEFORE INCOME TAXES (3,588) (27,756) (10) (1,285) (29,728)
PROVISION FOR INCOME TAXES -- -- -- -- --
---------- ---------- ---------- ---------- ----------
NET LOSS $ (3,588) $ (27,756) $ (10) $ (1,285) $ (29,728)
========== ========== ========== ========== ==========
NET LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 9,050,000 9,050,000 4,347,826 2,772,152
========== ========== ========== ==========
The accompanying notes are an integral part of the financial statements.
4
VERVE VENTURES INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DFICIENT)
PERIOD FROM FEBRUARY 23, 2010 (INCEPTION) TO JULY 31, 2011
Common Stock Additional
---------------------- Paid in Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- ------- -----
Inception, February 23, 2010 0 $ 0 $ 0 $ 0 $ 0
--------- --------- --------- --------- ---------
Common stock issued for cash
at $0.001 April 21, 2010 3,500,000 $ 3,500 -- -- $ 3,500
Common stock issued for cash
at $0.003 per share July 5, 2010 3,000,000 3,000 6,000 -- 9,000
Common stock issued for cash
at $0.005 per share 2,550,000 2,550 10,200 -- 12,750
Net loss for the period ended
October 31, 2010 -- -- -- (1,972) (1,972)
--------- --------- --------- --------- ---------
Balance, October 31, 2010 9,050,000 6,050 16,200 (1,972) 23,278
Net loss for the nine months
ended July 31, 2011 -- -- -- (27,756) (27,756)
--------- --------- --------- --------- ---------
Balance, July 31, 2011 (Unaudited) 9,050,000 $ 6,050 $ 16,200 $ (29,728) $ (4,478)
========= ========= ========= ========= =========
The accompanying notes are an integral part of the financial statements.
5
VERVE VENTURES INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (UNAUDITED)
Period from
Period from February 23, 2010
Nine months February 23, (Date of
ended 2010 to Inception) to
July 31, July July
2011 2010 2011
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period $(27,756) $ (1,285) $(29,728)
Adjustments to Reconcile Net Loss to Net Cash
Used in Operating Activities:
Changes in Assets and Liabilities
Increase in Prepaid Expense (4,435) -- (4,435)
Increase (decrease) in Accounts Payable 2,110 -- 2,110
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES $(30,081) $ (1,285) $(32,053)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES: -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable - related party 9,000 1,375 10,375
Proceeds from the sale of common stock -- 10,700 25,250
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 9,000 12,075 35,625
-------- -------- --------
Net Increase (Decrease) in Cash and Cash Equivalents (21,081) 10,790 3,572
Cash and Cash Equivalents - Beginning 24,653 -- --
-------- -------- --------
Cash and Cash Equivalents - Ending $ 3,572 $ 10,790 $ 3,647
======== ======== ========
Supplemental Cash Flow Information:
Cash paid for interest $ -- $ -- $ --
======== ======== ========
Cash paid for income taxes $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of the financial statements.
6
VERVE VENTURES INC.
(A Development Stage Company)
Notes To The Financial Statements (Unaudited)
July 31, 2011
1. ORGANIZATION AND BUSINESS OPERATIONS
VERVE VENTURES INC.("the Company") was incorporated under the laws of the State
of Nevada, U.S. on February 23, 2010. The Company is in the development stage as
defined under Statement on Financial Accounting Standards Codification FASB ASC
915-205"Development-Stage Entities." and it intends to provide waste removal and
disposal services to corporate and individual clients in the United Kingdom. Our
services will be focused on a client base that is willing to pay a premium to
assure both social and environmental concerns are addressed in all aspects of
waste collection and disposal. We intend to operate a fleet of vehicles and a
sorting/storage facilities both of which will begin small and scalable.
The Company has not generated any revenue to date and consequently its
operations are subject to all risks inherent in the establishment of a new
business enterprise. For the period from inception, February 23, 2010 through
July 31, 2011 the Company has accumulated losses of $29,728.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
b) Going Concern
The financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $29,728 as of July 31, 2011, and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock.
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents.
d) Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the 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.
e) Foreign Currency Translation
The Company's functional currency is the British Pound and its reporting
currency is the United States dollar.
7
VERVE VENTURES INC.
(A Development Stage Company)
Notes To The Financial Statements (Unaudited)
July 31, 2011
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f) Financial Instruments
Fair value measurements are determined based on the assumptions that market
participants would use in pricing an asset or liability. ASC 820-10 establishes
a hierarchy for inputs used in measuring fair value that maximizes the use of
observable inputs and minimizes the use of unobservable inputs by requiring that
the most observable inputs be used when available. FASB ASC 820 establishes a
fair value hierarchy that prioritizes the use of inputs used in valuation
methodologies into the following three levels:
* Level 1: Quoted prices (unadjusted) for identical assets or
liabilities in active markets. A quoted price in an active market
provides the most reliable evidence of fair value and must be used to
measure fair value whenever available.
* Level 2: Significant other observable inputs other than Level 1 prices
such as quoted prices for similar assets or liabilities; quoted prices
in markets that are not active; or other inputs that are observable or
can be corroborated by observable market data.
* Level 3: Significant unobservable inputs that reflect a reporting
entity's own assumptions about the assumptions that market
participants would use in pricing an asset or liability. For example,
level 3 inputs would relate to forecasts of future earnings and cash
flows used in a discounted future cash flows method.
The recorded amounts of financial instruments, including cash equivalents
accounts payable and accrued expenses, and long-term debt approximate their
market values as of July 31, 2011
g) Stock-based Compensation
We follow ASC 718-10, "Stock Compensation", which addresses the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services, with a primary focus on transactions in which an entity obtains
employee services in share-based payment transactions. ASC 718-10 is a revision
to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees," and its related implementation guidance. ASC 718-10 requires
measurement of the cost of employee services received in exchange for an award
of equity instruments based on the grant-date fair value of the award (with
limited exceptions). Incremental compensation costs arising from subsequent
modifications of awards after the grant date must be recognized. The Company has
not adopted a stock option plan and has not granted any stock options. The
Company granted stock awards, at par value, to its officers, directors and
advisors for services rendered in its formation. Accordingly, stock-based
compensation has been recorded to date.
h) Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred
tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled.
i) Basic and Diluted Net Loss per Share
The basic earnings (loss) per share are calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares during the year. The diluted earnings (loss) per share is calculated by
dividing the Company's net income (loss) available to common shareholders by the
diluted weighted average number of shares outstanding during the year. The
diluted weighted average number of shares outstanding is the basic weighted
number of shares adjusted for any potentially dilutive debt or equity.
Because the Company does not have any potentially dilutive securities, the
accompanying presentation is only of basic loss per share. Diluted earnings
(loss) per share are the same as basic earnings (loss) per share due to the lack
of dilutive items in the Company
8
VERVE VENTURES INC.
(A Development Stage Company)
Notes To The Financial Statements (Unaudited)
July 31, 2011
j) Fiscal Periods
The Company's fiscal year end is October 31.
k) Recent Accounting Pronouncements
In June 2009, the FASB issued guidance now codified as ASC 105, Generally
Accepted Accounting Principles as the single source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with U.S. GAAP, aside from
those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is
intended to simplify user access to all authoritative U.S. GAAP by providing all
authoritative literature related to a particular topic in one place. The
adoption of ASC 105 did not have a material impact on the Company's financial
statements, but did eliminate all references to pre-codification standards.
In February 2010, the FASB issued Accounting Standards Update ("ASU")
No.2010-09, "Amendments to Certain Recognition and Disclosure Requirements"
("ASU2010-09"), which is included in the FASB Accounting Standards Codification
(the "ASC") Topic 855 (Subsequent Events). ASU 2010-09 clarifies that an SEC
filer is required to evaluate subsequent events through the date that the
financial statements are issued. ASU 2010-09 is effective upon the issuance of
the final update and did not have a significant impact on the Company's
financial statements.
The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.
3. COMMON STOCK
The authorized capital of the Company is 75,000,000 common shares with a par
value of $ 0.001 per share.
In April 2010, the Company issued 3,500,000 shares of common stock at a price
of $0.001 per share for total cash proceeds of $3,500.
In June and July of 2010, the Company issued 3,000,000 shares of common stock at
a price of $0.003 per share for total cash proceeds of $9,000.
In July, August, September of 2010, the Company issued 2,550,000 shares of
common stock at a price of $0.005 per share for total cash proceeds of $12,750.
During the period February 23, 2010 (inception) to October 31, 2010, the Company
sold a total of 9,050,000 shares of common stock for total cash proceeds of
$25,250.
As of July 31, 2011, 9,050,000 shares are issued and outstanding.
4. INCOME TAXES
As of July 31, 2011, the Company had net operating loss carry forwards of
approximately $29,728 that may be available to reduce future years' taxable
income through 2029. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
9
VERVE VENTURES INC.
(A Development Stage Company)
Notes To The Financial Statements (Unaudited)
July 31, 2011
5. RELATED PARTY TRANSACTONS
February 23, 2010, an officer and director Christopher Clitheroe had loaned the
Company $1,275. On March 3, 2010 an officer and director Christopher Clitheroe
had loaned the company $100. On April 27, 2011 an officer and director
Christopher Clitheroe had loaned the Company $5,000. On June 17, 2011 an officer
and director Christopher Clitheroe had loaned the Company $4,000.The loans are
non-interest bearing, due upon demand and unsecured. As of July 31, 2011, total
amount of notes payable-related party is $10,375.
6. AGREEMENTS
On January 1, 2011 Verve Ventures entered into an agreement with Zyon Technology
for services related to Search Engine Optimization and we marketing. The details
of this agreement can be found on EDGAR
10
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
GENERAL
VERVE VENTURES INC. was incorporated under the laws of the State of Nevada on
February 23, 2010. Our registration statement was filed as Effective with the
Securities and Exchange Commission on March 9, 2011.
Please note that throughout this Quarterly Report, and unless otherwise noted,
the words "we," "our," "us," the "Company," refers to VERVE VENTURES INC.
CURRENT BUSINESS OPERATIONS
As of the date of this Quarterly Report, we have not started operations. The
Company is in the development stage as defined under Statement on Financial
Accounting Standards No. 7, Development Stage Enterprises ("SFAS No.7") (ASC
915-10). As of July 31, 2011 we have no revenues, have minimal assets and have
incurred losses since inception.
The Company intends to provide waste removal and disposal services to corporate
and individual clients in the United Kingdom. Our services will be focused on a
client base that is willing to pay a premium to assure both social and
environmental concerns are addressed in all aspects of waste collection and
disposal. We intend to operate a fleet of vehicles and a sorting/storage
facilities both of which will begin small and scalable.
The Company has not generated any revenue to date and consequently its
operations are subject to all risks inherent in the establishment of a new
business enterprise. For the period from inception, February 23, 2010 through
July 31, 2011 the Company has accumulated losses of $29,728. At present we are
seeking sources of financing to carry out our business plan.
RESULTS OF OPERATION
Our financial statements have been prepared assuming that we will continue as a
going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation. We expect we
will require additional capital to meet our long term operating requirements. We
expect to raise additional capital through, among other things, the sale of
equity or debt securities.
THE NINE MONTH PERIOD ENDED JULY 31, 2011 AND THE PERIOD FROM INCEPTION
(FEBRUARY 23, 2010) TO JULY 31, 2011
Our net loss for the nine-months ended July 31, 2011 was approximately $27,756.
During the nine-months ended July 31, 2011, we did not generate any revenue. Net
loss during the period from inception (February 23, 2010) to July 31, 2011 was
$29,728).
During the nine-months ended July 31, 2011, we incurred general and
administrative, consulting, and professional expenses of approximately $27,756.
General and administrative expenses incurred during the nine-month period ended
July 31, 2011 were generally related to corporate overhead, financial and
administrative contracted services, such as legal and accounting and
developmental costs. During the period from inception (February 23, 2010) to
July 31, 2011, we incurred general and administrative, consulting, and
professional expenses of approximately $29,728.
Our net loss during the nine-months ended July 31, 2011 was $27,756 or ($0.00)
per share. The weighted average number of shares outstanding was 9,050,000 for
the nine-month period ended July 31, 2011.
12
LIQUIDITY AND CAPITAL RESOURCES
AS OF JULY 31, 2011
As of July 31, 2011, our current assets were $8,007 and our total liabilities
were $12,485, which resulted in a working (deficit) of ($4,478), As of July 31,
2011, current assets were comprised of $3,572 in cash and $4,435 prepaid expense
compared to $24,653 in cash at October 31, 2010. As of July 31, 2011, current
liabilities were comprised of $10,375 advances from director and $2,110 in
accounts payable compared to $1,375 in advances from director at October 31,
2010.
Stockholders' equity (deficit) decreased from $23,278 as of October 31, 2010 to
($4,478) as of July 31, 2011.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the
nine-month period ended July 31, 2011, net cash flows used in operating
activities was $30,081 consisting primarily of a net loss of $27,756. Net cash
flows used in operating activities was $32,053 for the period from inception
(February 23, 2010) to July 31, 2011.
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advances from directors or
the issuance of equity and debt instruments. For the nine-months ended July 31,
2011, we generated $9,000 net cash from financing activities. For the period
from inception (February 23, 2010) to July 31, 2011, net cash provided by
financing activities was $35,625 received from sale of common stock and advances
from Director.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.
Existing working capital, further advances, equity and debt instruments, and
anticipated cash flow are expected to be adequate to fund our operations over
the next three months. We have no lines of credit or other bank financing
arrangements. Generally, we have financed operations to date through the
proceeds of the private placement of equity and debt instruments. In connection
with our business plan, management anticipates additional increases in operating
expenses and capital expenditures relating to: (i) acquisition of inventory;
(ii) developmental expenses associated with a start-up business; and (iii)
marketing expenses. We intend to finance these expenses with further issuances
of securities and debt issuances. Thereafter, we expect we will need to raise
additional capital and generate revenues to meet long-term operating
requirements. Additional issuances of equity or convertible debt securities will
result in dilution to our current shareholders. Further, such securities might
have rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this Quarterly Report, we have a material commitment. During
the period from inception (February 23, 2010) to July 31, 2011, Leslie
Clitheroe, our Chief Executive Officer and a director, advanced us $10,375. The
advances are non-interest bearing and payable upon demand.
13
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, 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 are material to investors.
GOING CONCERN
The independent auditors' report accompanying our October 31, 2010 financial
statements contained an explanatory paragraph expressing substantial doubt about
our ability to continue as a going concern. The financial statements have been
prepared "assuming that we will continue as a going concern," which contemplates
that we will realize our assets and satisfy our liabilities and commitments in
the ordinary course of business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact our financial position,
results of operations or cash flows due to adverse change in foreign currency
and interest rates.
EXCHANGE RATE
Our reporting currency is United States Dollars ("USD").
INTEREST RATE
Any future loans will relate mainly to trade payables and will be mainly
short-term. However our debt may be likely to rise in connection with expansion
and if interest rates were to rise at the same time, this could become a
significant impact on our operating and financing activities. We have not
entered into derivative contracts either to hedge existing risks of for
speculative purposes.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
An evaluation was conducted under the supervision and with the participation of
our management of the effectiveness of the design and operation of our
disclosure controls and procedures as of July 31, 2011. Based on that
14
evaluation, our management concluded that our disclosure controls and procedures
were not effective as of such date to ensure that information required to be
disclosed in the reports that we file or submit under the Exchange Act, is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms. Such officer also confirmed that there was no change in
our internal control over financial reporting during the nine-months ended July
31, 2011 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. As of
the date of this Quarterly Report, no director, officer or affiliate is (i) a
party adverse to us in any legal proceeding, or (ii) has an adverse interest to
us in any legal proceedings. Management is not aware of any other legal
proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On March 9, 2011, we filed a registration statement on Form S-1 with the
Securities and Exchange Commission pursuant to which we registered 3,500,000
shares of our restricted common stock to be issued to certain shareholders and
5,550,000 shares were registered for resale.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No report required.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
Exhibits:
31.1 Certification of Chief Executive Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule
13a-14(b) or 15d- 14(b) and 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes- Oxley Act of 2002.
101 Interactive Data Files pursuant to Rule 405 of Regulation S-T.
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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.
VERVE VENTURES INC.
Dated: September 14, 2011
By: /s/ Leslie Clitheroe
-----------------------------------
Leslie Clitheroe, President and
Chief Executive Officer
Dated: September 14, 2011
By: /s/ Leslie Clitheroe
-----------------------------------
Leslie Clitheroe,
Chief Financial Officer
16