U.S. 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 Quarter Ended September 30, 1997
___ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
EXHANGE ACT
Commission File No. 0-24262
ADVEN, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1363905
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
89509
3653 Hemlock Court (Zip Code)
Reno, Nevada
(Address of principal executive (702)829-8812
offices) (Registrants telephone number including
area code)
_________________________________________________________________________
Indicate by a check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding twelve months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject
to such filing requirement for the past ninety days.
Yes X No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:
The number of shares of Registrant's Common Stock, $.0001 par, outstanding
on September 30, 1997 was 5,469,667.
<PAGE>
ADVEN, INC.
The financial statements of the Registrant included herein have been
prepared, without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Although certain information normally
included in financial statements prepared in accordance with generally
accepted accounting principles has been condensed or omitted, the Registrant
believes that the disclosures are adequate to make the information presented
not misleading. It is suggested that these consolidated statements be read
in conjunction with the financial statements and the notes thereto included
in the Annual Report on Form 10-K of the Registrant.
The financial statements included herein reflect all adjustments (consisting
only of normal recurring accruals) which in the opinion of management are
necessary to present a fair statement of the results for the interim periods.
The results for interim periods are not necessarily indicative of trends or
of results to be expected for a full year.
ADVEN, INC.
BALANCE SHEET
September 30, 1997 and December 31, 1996
ASSETS
September 30,
1997 Dec 30,
(unaudited) 1996
CURRENT ASSETS
Cash $503,046 $13,391
OTHER ASSETS
Supply and Licensed Manufacturing
Agreement 1,206,250 -
TOTAL ASSETS $ 1,709,296 $13,391
LIABILITIES AND STOCKHOLDERS'EQUITY
CURRENT LIABILITIES
Accounts payable $ - $3,218
License agreement payable 500,000 -
Loan payable-non related party 4,125 4,125
Total Current Liabilities 504,125 7,343
STOCKHOLDERS' EQUITY
Common stock, $.OOO1 par value,
20,000,000 shares authorized,
5,469,667 and 1,640,001 shares issued 547 164
Preferred stock, $.OOO1 par value
20,000,000 shares authorized, -0-
shares issued - -
Additional paid-in capital 1,377,715 169,848
Accumulated (Deficit) (173,091) (163,964)
Total Stockholders' Equity 1,205,171 6,048
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $1,709,296 $13,391
The accompanying notes are an integral part of these financial statements
ADVEN, INC.
STATEMENT OF OPERATIONS
for the three and six months ended September 30, 1997 and 1996
(Unaudited)
THREE MONTHS NINE MONTHS
1997 1996 1997 1996
REVENUES $ - $ - $ - $ -
OPERATING ENPENSES
Administrative expenses 59 309 9,127 1,809
OPERATING (LOSS) (59) (309) (9,127) (1,809)
OTHER INCOME (EXPENSES) - -
INCOME (LOSS) BEFORE PROVISION
FOR FEDERAL INCONM TAX (59) (309) (9,127) (1,809)
PROVISION FOR FEDERAL INCOME
TAX - - - -
NET INCOME (LOSS) $(59) $(309) $(9,127) $809
EARNINGS (LOSS) PER SHARE $ NIL $ NIL $ NIL $ NIL
The accompanying notes are an integral part of these financial statements
ADVEN, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS'EQUITY
Inception (August 22, 1986) through September 30, 1997
(Unaudited)
Retained Total
Common Stock Paid-In Earnings Stockholder's
Shares Amount Capital (Deficit) Equity
Stock issued for
cash at $.0064 2,500,000 $250 $ 15,750 $16,000
Net (loss) for 1986 $(61) (61)
Balances, December 31,
1986 2,500,000 250 15,750 (61) 15,939
Stock issued for cash
at $.03 5,000,000 500 149,500 150,000
Costs of stock offering (55,258) (55,258)
Stock issued for all
of the out-standing
capital stock of Surface
Technologies, Inc. 21,500,000 2,150 137,850 (149,941) (9,941)
Stock issued for
services at $.OOO1 1,200,000 120 120
Net (loss) for 1987 (137,539) (137,539)
Balances, December 31,
1987 30,200,000 3,020 247,842 (287,541) (36,679)
Stock issued for
services 5,000,000 500 500
Net (loss) for 1988 (12,906) (12,906)
Balances, December 31,
1988 35,200,000 3,520 47,842 (300,447) (49,085)
Net (loss) for 1989 (69,516) (69,516)
Balances, December 31,
1989 35,200,000 3,520 47,842 (369,963) (118,601)
Stock issued for cash
at $.0009375 4,800,000 480 4,020 4,500
Effect of sale of all
interest in Surface
Technologies, Inc.
(note 4) (137,850) 308,305 170,455
Net (loss) for 1990 (56,308) (56,308)
Effect of reverse stock split of
25 to 1 (38,400,000) (3,840) 3,840
Balances, December 31,
1990 1,600,000 160 117,852 (117,966) 46
Net (loss) for 1991 -(592) (592)
Balances, December 31,
1991 1,600,000 160 117,852 (118,558) (546)
Net (loss) for 1992 -(415) (415)
Balances, December 31,
1992 1,600,000 160 117,852 (118,973) (961)
Balances, December 31,
1992 1,600,000 160 117,852 (118,973) (961)
Net (loss) for 1993 (7,824) (7,824)
Effect of reverse
stock split of 4
to 1 on 12-31-93 (1,999,999) (120) 120
Balances, December 31,
1993 400,001 40 117,972 (126,797) (8,785)
Sale of common stock 1,240,000 124 51,876 52,000
Net (loss) for 1994 (28,907) (28,907)
Balances, December 31,
1994 1,640,001 164 169,848 (155,704) 14,308
Net (loss) for 1995 (6,416) (6,416)
Balances, December 31,
1995 1,640,001 164 169,848 (162,120) 7,892
Net (loss) for 1996 (1,844) (1,844)
Balances, December 31,
1996 1,640,001 164 169,848 (163,964) 6,048
Sale of common stock 2,666,666 267 999,733 1,000,000
Finders fee paid by issuing common -
stock 533,000 53 199,822 199,875
Finders fee charged to paid-in
capital (199,875) (199,875)
Payment on license
agreement by issuing
common stock 550,000 55 206,195 206,250
Payment of legal
fee by issuing common
stock 80,000 8 1,992 2,000
Net (loss) for the
nine months ended
September 30, 1997 (9,127) (9,127)
Balances, September 30,
1997 5,469,667 $547 $1,377,715 $(173,091) $1,205,171
The accompanying notes are an integral part of these financial statements
ADVEN, INC.
STATEMENT OF CASH FLOWS
for the nine months ended September 30, 1997 and 1996
(Unaudited)
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(9,127) $ (1,500)
Adjustments to reconcile net income
(loss) to net cash provided (used)
by operating activities:
Payment of legal fees by issuing common
stock 2,000 -
Increase (decrease) in accounts payable (3,218) (400)
Net Cash Provided (used) in
Operating Activities (10,345) (1,900)
CASH FLOWS FROM MWSTING ACTIVITIES
Payment of license agreement (500,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 1,000,000
NET INCREASE (DECREASE) IN CASH 489,655 (1,900)
CASH AND CASH EQUIVALENTS AT BEG@NG
OF PERIOD 13,391 15,635
CASH AND CASH EQUIVALENTS AT END OF
PERIOD $503,046 $13,735
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ - $ -
Income taxes $ - $ -
For purposes of this statement short term investments which have an initial
maturity of ninety days or less are considered cash equivalents.
SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES
Legal fees for $2,000 were paid by issuing 80,000 shares of common stock.
A finder fee of $199,875 was paid by issuing 533,000 shares of common stock.
Partial payment of the license agreement was made by issuing 550,000 shares
of common stock valued at $206,250.
The accompanying notes are an integral part of these financial statements
ADVEN, INC.
NOTES TO FINANCLAL STATEMENTS
1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: The Company was incorporated m the State of Washington on
August 22, 1986. In 1987 the Company entered into an agreement to exchange
21,500,000 shares of unregistered, restricted common stock of the Company
for all outstanding capital stock of Surface Technologies, Inc., which
became a wholly owned subsidiary of the Company until December 28, 1990. On
that date the Company exchanged 100% of its interest in Surface Technologies,
Inc. to Forsell Investors Limited Partnership (a related party) in full
satisfaction of all amounts owed by the Company to the partnership.
Accounting Method: The Company uses the accrual method of accounting for
revenues and expenses.
2 - PUBLIC OFFERING
The Company registered 15,000,000 of its common stock shares with the
Securities and Exchange Commission and made an initial public offering of
5,000,000 shares at $.03 per share in 1987.
3 - CAPITALIZATION
The Company approved a 25 to 1 reverse stock split on December 28, 1990
which reduced the number of authorized shares from 100,000,000 to 4,000,000
and reduced the amount of issued and outstanding shares from 40,000,000 to
1,600,000 shares. Immediately after the reverse stock split the Company
approved an increase in the authorized common stock to 50,000,000 shares. On
December 29, 1993 the Company approved a 4 to I reverse split which reduced
the number of authorized shares from 50,000,000 to 12,500,000 and reduced
the amount of issued and outstanding shares from 1,600,000 to 400,000 shares.
Immediately after the reverse stock split the Company approved an increase in
the author common stock to 20,000,000 shares.
4 - CONSOLIDATION
In 1987, the Company entered into an agreement to exchange 21,500,000 shares
of stock for all of the outstanding capital stock of Surface Technologies,
Inc. The consolidation was accounted for using the purchase method of
accounting. Where the ownership and operating control of the combined
entity reside in the shareholders of the acquired corporations, generally
accepted accounting principles require that the acquired corporation be
treated as the purchaser for accounting purposes. Accordingly, the statement
of changes in stockholders' equity includes an adjustment in 1987 to record
the additional paid-in capital and retained earnings deficit of Surface
Technologies, Inc. in the amount of $137,850 and $(149,941) respectively.
Similarly, there is an adjustment in 1990 to remove the additional paid in
capital and retained earnings deficit of Surface Technologies, Inc. in the
amount of $(137,850) and $308,305 respectively upon the disposition of all
interest in Surface Technologies, Inc. stock as of December 28, 1990.
5 - RELATED PARTY TRANSACTIONS
Forsell Investors Limited Partnership (FILP) is a limited partnership
controlled by Richard Forsell, a shareholder and past President of Adven,
Inc. FILP loaned $50,000 to the Company in December 1988. No interest
payments had been made on the loan and by November 1990 there was in excess
of $13,000 accrued interest in . FILP gave written notice of default on the
loan in 1990. FILP agreed to purchase 100% of the stock in Surface
Technologies, Inc. (A wholly owned subsidiary acquired in 1987. See note 4)
in full satisfaction of its $50,000 loan and all accrued interest. Surface
Technologies, Inc. had sustained repeated losses, warranty work problems,
and excessive debt which obviated any reasonable prospect for Adven, Inc. to
acquire the funds from the subsidiary to service the debt owned to FILP.
In conjunction with the sale of all interest in Surface Technologies, Inc.,
Richard Forsell agreed to purshcase 4,800,0000 shares of stock in 1990
(prior to the reverse stock split of 25 to 1) for $4,500 to provide funds
to pay Advens outstanding bills as of December 1990. The result of these
transactions was to eliminate virtually all assets and liabilities from
Adven, Inc. which would facilitate the search for a merger candidate to
place in the public shell and thereby create value for the shareholders.
6 - FEDERAL INCOME TAXES
Effective as of January 1, 1990 the Corporation adopted Statement of
Financial Accounting Standards ("SFAS") No. 109 Accounting for Income Taxes
which establishes generally accepted accounting principles for the financial
accounting measurement and disclosure principles for income taxes that are
payable or refundable for the current year and for the future tax
consequences of events that have been recognized in the financial statements
of the Corporation and past and current tax . The change had no effect on
prior years results. There are no material timing differences which would
produce a deferred tax liability or asset.
The following net operating loss carryforwards as of December 31, 1996 will
expire if not applied by the dates scheduled below:
Year ending December 31. Net Operating Loss
2001 $ 61
2002 21,829
2003 21,740
2004 5,628
2005 4,571
2006 592
2007 415
2008 7,824
2009 28,907
2010 6,416
2011 1,844
99,827
7 - UNCERTAINTIES
During the years presented m the financial statements, the Company has
sustained recurring losses, and the source of the Company's operating
income was disposed in the sale of all interest in Surface Technologies,
Inc. in 1990. As a result of this sale in 1990 the Company was reduced to
a public "shell" with no operations.
8 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial Accenting Standards Board ("FASB") Statement No. 107 "Disclosure
about Fair Value of Financial Instruments," is a part of a continuing
process by the FASB to improve information on financial instruments. The
following methods and assumptions were used by the Company in estimating
its fair value disclosures for such financial instruments as defined by the
Statement.
Cash: The carrying amount reported in the balance sheet for cash
approximates fair value.
Accounts Payable: The carrying amount reported m the balance sheet for
payables approximates fair value because the maturity is less than one year
in duration.
9 - SALES OF EQUITY SECURITES PURSUANT TO REGULATIONS
On March 13, 1997, the Company sold an aggregate of 2,666,666 @ of its
Common Stock to a foreign company for an aggregate of $1,000,000. The
Company issued an aggregate of 533,000 shares to another foreign entity as
finders fee related to the aforementioned $ 1,000,000 sale.
All of the foregoing shares were issued to entities that are not "US Persons'
as that term is defined under Regulation S and were issued pursuant to the
exemption from registration provided by Regulation S.
10 - SUPPLY AND LICENSED MANUFACTURING AGREEMENT
On March 17, 1997 the Company entered into a supply and licensed
manufacturing agreement with DIS International, Inc., a Barbados corporation.
Pursuant to the agreement the Company received the exclusive right to
formulate, manufacture, sell, distributed, and put into use an oil absorbent
urethane foam in Australia and New Zealand.
As consideration for the agreement the Company paid $500,000 cash and is
obligated to pay an additional $500,000. The Company also issued 550,000
shares of restricted common stock valued at $206,250.
11 - CONCENTRATTON OF CREDIT RISK
All of the Company cash is held in one account at the Comstock Bank in
Carson City, Nevada. The FDIC insured amount is $100,000.
Item 2. Managements' Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
For more than four years prior to March 17, 1997, the Company had no
assets. In 1994, the Company raised $12,000 from the sale of 1,200,000 shares
to Henri Hornby and a company owned by Mr. Hornby, and $40,000 from a private
placement in November of 1994. During this period operation expenses were
paid from the above mentioned sale of stock and the proceeds of two loans:
one non-interest bearing loan received on February 24, 1993 from an
unaffiliated party in the amount of $4,125, payable on demand; and one loan
made on July 8, 1994 by Henri Hornby in the amount of $3,000, which has since
been paid in full.
On March 17, 1997 the Company Entered into a supply and licensed
manufacturing agreement with DIS International, Inc., a Barbados corporation.
Pursuant to the agreement the Company received the exclusive right to
formulate, manufacture, sell, distribute, and put into use an oil absorbent
urethane foam in Australia and New Zealand.
As consideration for the agreement the Company paid $500,000 cash and is
obligated to pay an additional $500,000. The Company also issued 550,000
shares of restricted common stock valued at $206,250.
Results of Operations
The Company has had no revenues for the past three fiscal years, and does
not anticipate having revenues until the Company completes its payment of
an additional $500,000 to DIS International, Inc., and further establishes a
manufacturing and marketing distribution center in Australia or New Zealand
and commences sales. For the years ended December 31, 1995 and 1994 and the
three month periods ending Septemeber 30, 1996 and 1995, the Company had net
losses of $6,416, $28,907, $309, and $309 respectively.
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings.
NONE.
Item 2. Changes in Securities.
On March 13, 1997, the Company sold an aggregate of 2,666,666 shares of
its Common Stock to a Vanutu International Trust Co. LTD for an
aggregate of $1,000,000. The Company issued an aggregate of 533,000
shares to Kennington Investment Ltd., and an aggregate of 550,000 shares
to DIS International Inc., both amounts were issued to these entities
as finders fee related to the aforementioned $1,000,000. All three of
these share issuances were filed with the SEC using the Edgar electronic
filing system and are incorporated by reference to such filings.
In addition, on January 15, 1997, 80,000 share of the Companies Common
Stock was issued and registered to John B. Lowy, in the form of an S-8
filing made with the SEC. (See Item 6. below.)
Item 3. Defaults upon Senior Securities.
NONE
Item 4. Submission of matters to Vote of Security Holders.
NONE.
Item 5. Other Information
NONE.
Item 6. Exhibits and Reports on Form 8-K
The Company filed an 8-K March 31, 1997, on the SEC Edgar Filing system,
which is incorporated by reference to such a filing.
<PAGE>
SIGNATURES
March 25, 1998
In accordance with requirements of the Securities Exchange Act of 1934, the
Registrant caused this Report to be signed on its behalf by the Undersigned,
thereunto duly authorized.
ADVEN, INC.
Registrant
Henri Hornby
Henri Hornby
President / Director
Neil F. Hornby
Neil F. Hornby
Secretary / Treasurer / Director
