SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended July 31, 2002
Commission File No. 0-31539
Coventure International Inc.
----------------------------
(Name of Small Business Issuer in its charter)
Delaware 98-0231607
------------------------ --------------------
(State of incorporation) (IRS Employer
Identification No.)
Suite 174, 3359 - 27th Street N.E.
Calgary, Alberta T1Y 5E4
-------------------------------- -------------------------
(Address of Principal Executive Office) Zip Code
Registrant's telephone number, including Area Code: (403) 219-8880 Securities
registered pursuant to Section 12(b) of the Act: None Securities registered
pursuant to Section 12(g) of the Act:
Common Stock, par value $0.0001
(Title of Class)
Check 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 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. [X] YES [ ] NO
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
The Company's revenues during the year ended July 31, 2002 were $2,678.
The aggregate market value of the voting stock held by non-affiliates of the
Company as of November 12, 2002 was $-0-.
As of November 12, 2002 the Company had 6,718,200 issued and outstanding shares
of common stock.
FORWARD LOOKING STATEMENTS
This report contains various forward-looking statements that are based on
our beliefs as well as assumptions made by and information currently available
to us. When used in this report, the words "believe", "expect", "anticipate",
"estimate" and similar expressions are intended to identify forward-looking
statements. Such statements may include statements regarding future operations,
payment of operating expenses, and the like, and are subject to certain risks,
uncertainties and assumptions which could cause actual results to differ
materially from our projections or estimates. Should our underlying assumptions
prove incorrect, actual results may vary materially from those anticipated,
estimated or projected. Investors should not place undue reliance on
forward-looking statements, all of which speak only as of the date made.
ITEM 1. DESCRIPTION OF BUSINESS
We were incorporated in Delaware on March 31, 1999 as Bullet Environmental
Systems, Inc. and on May 25, 2000 we changed our name to Liquidpure Corp. On
February 14, 2002 we changed our name to Coventure International Inc. Our
original business plan involved the manufacturing and marketing of potable and
waste-water treatment systems to various commercial, agricultural, and
industrial markets. We never sold any water treatment systems and on October 1,
2001 the agreement under which this plan of business originated was terminated.
We plan provide consulting services to small and medium sized businesses
in North America through a network of regionally licensed operators. Our
consulting services will be designed to improve a client's profitability through
strategic analysis, planning, consulting and ongoing evaluation. Our core
services will attempt to identify inefficiencies and trouble spots in a business
before they cause significant problems.
We have tested the Coventure Analysis methodologies on a mid-sized firm
located in Calgary, Alberta. The results proved that the methodology for
assessing business dysfunction was sound, however management is refining the
process of presenting the results to the client. Our website, www.coventure.com
became active in May 2002.
Products or Services
We plan to provide the following products and services to our clients. We
will be able to provide these services once we raise $100,000 in capital. Of
this amount, the $50,000 will be used to hire and train the analysts and
consultants which will provide these services to future clients and $50,000 will
be used to market our products, services, and licensing program. We do not know
when we will obtain the $100,000 in capital. Our initial focus will be on the
development of Canadian and American markets.
We anticipate pricing our products and services at rates which are
comparable to those charged by consulting firms serving small and mid-sized
businesses and which are located in the same area as the client.
Diagnostic Assessment
Our Business Analysts will be trained to conduct an exhaustive Diagnostic Study.
The Diagnostic Study will reveal the unique conditions, concerns and procedures
that each individual business possesses as well as local economic conditions and
domestic factors that impact a business in the client's area of operation. Upon
completion of the Diagnostic Study, the Analyst will provide a confidential
review and report of the findings, with recommendations.
Our Diagnostic Study reviews the following areas of a client's business:
o Current and historical financial records, statements and reports
o Strategic and Operating Plans/Budgeting Policies
o The Organization Structure
o Policies and Procedures - Employee Manuals
o Internal Reporting Systems and Document Flows
o Employee Moral and Attitudes
o Management - Employee Communication
o Employee and Management Compensation
o Management Goals and Philosophy
o Fixed and Variable Cost Analysis
o Receivable and payable policies and performance
o Breakeven Assessments
o Pricing Strategies
o Sales and Marketing
o Supply Chain Management and Costs
o Inventory Controls and Performance
o Productivity and Employee Training
o Quality Controls and Customer Satisfaction
o Administration and Management Systems and Integration
Consulting Services
Following the completion of the Diagnostic Study, the information in the
Diagnostic Study will be evaluated and a consulting program will be prepared to
address those factors necessary for the client to achieve optimal levels of
profitability.
If requested by a client, we will periodically evaluate the client's
business, changing economic factors, and the client's progress in implementing
our recommendations.
Licensing
Unlike most competing firms that target small businesses on a nation-wide
basis, we plan to secure regional representation through licensing exclusive
territories to third parties.
Licensee candidates will be chosen for their past experience, personality,
education and passion for the small business sector. The amount paid to us as a
licensing fee will provide the licensee with all of the appropriate training for
their regional staff, promotional and diagnostic materials, regional
advertising, the initiation of a telemarketing program, some equipment, software
and most legal costs. All revenues generated by the regional licensee will be
billed through us and an average commission of 15% will be paid to the licensee.
All telephone, regional travel, entertainment and overhead costs in a territory
will be the responsibility of the licensee.
A licensee will be formally reviewed each quarter. Annual and quarterly
targets will be established prior to each new fiscal period. A manager will be
assigned to assist and guide the licensee and his operatives in securing their
targets. Upon two consecutive quarterly targets being not met, the licensee will
receive a warning that his territory is in jeopardy of being revoked. If
attempts to remedy the licensee's territory have proved unsuccessful the
territory will be reassigned and the licensee will lose their licensing fee. A
non-competition agreement will keep licensees from consulting in the regional
market for a period of one year.
We plan to license the following Canadian markets in 2002: Edmonton,
Kelowna and Vancouver. As of November 12, 2002 we have not licensed any of these
markets.
Other Services
If the results of our Diagnostic Study reveal a need for legal, accounting,
tax, or related professional services, we will refer the small business owner to
firms which specialize in providing these services to small and mid-sized
businesses.
Competition
The leaders in the small and medium business consulting market include
George S. May International and International Business Analysts. Both are
located in Chicago, Illinois and are represented through-out North America.
These large competitors are not regionally represented and are priced higher
than the accounting services that most of the target market works with. In each
territory we will also compete with numerous local and regional firms which
provide business consulting services. We believe our competitive advantage will
be our focus on only small and mid-sized businesses. By focusing on small and
mid-sized businesses, we expect that our analysts and consultants will be more
familiar with the unique range of issues facing companies of this size. As of
November 12, 2002 we were not competing in the consulting industry and we will
not be able to compete until we raise a minimum of $100,000 in capital and begin
operations.
Offices and Employees
We do not have any full-time employees. We have one part-time employee,
John Hromyk, who is our sole officer and director. Mr. Hromyk is involved in
other full-time business activities and acts as an officer on a part-time basis
as needed. Hiring of other management, staff and consultants will occur
incrementally as funds become available and the need arises. We have no
collective bargaining agreements or employment agreements in existence.
We have no material assets and, as such, we do not own any real or personal
property. We currently operate out of rented space located at Suite 174, 3359 -
27th Street, N.E., Calgary, Alberta. We rent this space at a cost of $100 per
month. We believe that this space is sufficient at this time.
ITEM 2. DESCRIPTION OF PROPERTY
We have no material assets and, as such, we do not own any real or
personal property. We currently operate out of rented space located at Suite
174, 3359 - 27th Street, N.E., Calgary, Alberta T1Y 5E4, which is rented by the
company. The cost of rent per month is $100.00 plus applicable taxes. We believe
that this space is sufficient at this time.
ITEM 3. LEGAL PROCEEDINGS.
We are not involved in any pending or threatened legal proceeding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted during the fiscal year covered by this report to
a vote of our security holders, through the solicitation of proxies or
otherwise.
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is not quoted on any exchange and there is no public
trading market.
As of October 31, 2002, we had 6,718,200 issued and outstanding shares of
common stock and approximately 39 shareholders of record. We do not have any
outstanding options, warrants or other arrangements providing for the issuance
of additional shares of our capital stock.
Holders of our common stock are entitled to receive such dividends as may
be declared by our Board of Directors. The Board of Directors is not obligated
to declare a dividend. No dividends have ever been declared and we do not
anticipate or intend upon paying dividends for the foreseeable future.
Our Articles of Incorporation authorize our Board of Directors to issue up
to 5,000,000 shares of Preferred Stock. The provisions in the Articles of
Incorporation relating to the Preferred Stock allow our directors to issue
Preferred Stock with multiple votes per share and dividend rights which would
have priority over any dividends paid with respect to the holders of our common
stock. The issuance of Preferred Stock with these rights may make the removal of
management difficult even if the removal would be considered beneficial to
shareholders generally, and will have the effect of limiting shareholder
participation in certain transactions such as mergers or tender offers if these
transactions are not favored by our management.
As of the date of this prospectus there was no public market for our common
stock. Trades of our common stock, should a market ever develop, will be subject
to Rule 15g-9 of the Securities and Exchange Commission, which rule imposes
certain requirements on broker/dealers who sell securities subject to the rule
to persons other than established customers and accredited investors. For
transactions covered by the rule, brokers/dealers must make a special
suitability determination for purchasers of the securities and receive the
purchaser's written agreement to the transaction prior to sale. The Securities
and Exchange Commission also has rules that regulate broker/dealer practices in
connection with transactions in "penny stocks". Penny stocks generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in that security is provided by the exchange or system). The penny
stock rules require a broker/ dealer, prior to a transaction in a penny stock
not otherwise exempt from the rules, to deliver a standardized risk disclosure
document prepared by the Commission that provides information about penny stocks
and the nature and level of risks in the penny stock market. The broker/dealer
also must provide the customer with current bid and offer quotations for the
penny stock, the compensation of the broker/dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. The bid and offer quotations, and
the broker/dealer and salesperson compensation information, must be given to the
customer orally or in writing prior to effecting the transaction and must be
given to the customer in writing before or with the customer's confirmation.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for our common stock. As a result of
these rules, investors in this offering, should a market for our shares ever
develop, may find it difficult to sell their shares.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Our plan of business encompasses the following steps.
o Raise capital of $250,000 through the sale of equity securities prior to
January 31, 2003
o Refine, market and expand our business plan and begin our licensing program
o Hire and train an outside sales force, analysts and consultants
Although we have made initial progress in implementing our business, we
will face considerable risks in each step of our business plan. Our website,
www.coventure.com became active in May 2002.
Year ended July 31, 2001: Activity during the year ended July 31, 2001 was
confined to the development of a business plan and securing an Internet website.
Year ended July 31, 2002: During the year ended July 31, 2002 our
operations used $46,694 in cash. Operating capital was provided by a loan of
$10,000 from John Hromyk, our President, the sale of the 80,000 shares of our
common stock for $20,000 to Jacquie Hromyk, the wife of Mr. Hromyk, and the sale
of shares of our common stock for $17,500 to an unrelated third party.
We will be able to begin providing consulting services once we raise
$100,000 in capital. Of this amount, $50,000 will be used to hire and train the
analysts and consultants which will provide these services to future clients and
$50,000 will be used to market our products, services, and licensing program. We
do not know when we will obtain the $100,000 in capital.
ITEM 7. FINANCIAL STATEMENTS
See the financial statements attached to this report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
Name Age Position
John Hromyk 41 President, Secretary, Treasurer and a
director
John Hromyk has been our officer and director since August 30, 2001. From
May 1999 to June 2001 he was the sole proprietor of Banded Peak Venture
Services, a business development and management-consulting firm located in
Calgary, Alberta. Banded Peak Venture Service is presently inactive. For three
years prior he was the founder and president of Hillside Estate Winery Ltd.
located in Penticton, British Columbia. Hillside Estate Winery Ltd. is an
established winery which produces a small number of high quality varietal wines
which are sold through its wine shop and to specialty stores and restaurants.
From June 1985 to April 1996 Mr. Hromyk was a contract magazine publisher for
numerous Canadian regional and national periodicals. Educated in Vancouver,
British Columbia Mr. Hromyk studied biological sciences from 1980 to 1984 at
Vancouver Community College (Langara) and at the University of British Columbia.
He also completed a Diploma Program in Business Administration and Marketing
from Capilano College in North Vancouver in 1986.
Each director holds office until his successor is duly elected by the
stockholders. Executive officers serve at the pleasure of the board of
directors. John Hromyk presently devotes a limited amount of his time to our
business. If we can raise at least $100,000 in capital, Mr. Hromyk plans to
spend approximately 75% of his time on our business. If we are not able to raise
at least $100,000 in capital, and other funding is not available, Mr. Hromyk,
plans to spend approximately 50% of his time on our business.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth in summary form the compensation received
by our Chief Executive Officer. None of our former or current executive officers
have ever received in excess of $100,000 in compensation during any fiscal year.
Other All
Name and Annual Restricted Other
Principal Fiscal Compen- Stock Options Compen-
Position Year Salary Bonus sation Awards Granted sation
------------- ----- ------ ----- ------- ------ -------- ------
John Hromyk 2002 -- -- $17,426 -- -- $1,322
President since
August 2001
Amar Bahadoorsingh 2001 -- -- -- -- -- --
President prior to
August 2001
The Other Compensation paid to Mr. Hromyk represents automobile allowance
and rent.
We do not have any consulting or employment agreements with our officer or
director.
Our board of directors may increase the compensation paid to our officers
depending upon a variety of factors, including the results of our future
operations.
Options Granted During Fiscal Year Ending July 31, 2002:
-------------------------------------------------------
None.
Long Term Incentive Plans - Awards in Last Fiscal Year
None.
Employee Pension, Profit Sharing or other Retirement Plans
We do not have a defined benefit, pension plan, profit sharing or other
retirement plan, although we may adopt one or more of such plans in the future.
Directors' Compensation
At present we do not pay our directors for attending meetings of the board
of directors, although we expect to adopt a director compensation policy in the
future. We have no standard arrangement pursuant to which our directors are
compensated for any services provided as a director or for committee
participation or special assignments.
Except as disclosed elsewhere in this prospectus none of our directors
received any compensation from us during the year ended July 31, 2002.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of October 31, 2002, information with
respect to the only persons owning beneficially 5% or more of our outstanding
common stock and the number and percentage of outstanding shares owned by each
of our directors and officers and by our officers and directors as a group.
Unless otherwise indicated, each owner has sole voting and investment powers
over his shares of common stock.
Shares of Percent of
Name and Address Common Stock Class
John Hromyk 6,134,900 (1) 90%
PO Box 731
Bragg Creek, Alberta
Canada T0L 0K0
All Officers and Directors 6,134,900 (1) 90%
as a group (1 person)
(1) includes 80,000 shares owned by Mr. Hromyk's wife.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In March 1999 we sold 1,000,000 shares of our common stock to Century
Capital Management Ltd., a company controlled by Andrew Hromyk, for $100. Andrew
Hromyk is our founder, a former officer and director, and the brother of John
Hromyk.
In October 1999 we issued 7,000,000 shares of our common stock to Brett
Walker, a former officer and director, for services rendered valued at $700.
In May 2000 we acquired, for $1,000, a license to manufacture and sell
water treatment systems from a company controlled by Andrew Hromyk. Under the
terms of the license, we were required to pay a 3% royalty on the gross sales
price on any products sold using the technology subject to the license and a
2.5% royalty on any royalties or fees from the sale or lease of the license to
third parties. During the nine-month period ended April 30, 2002, we abandoned
this license since we decided we would not be able to raise the capital needed
to compete in the water purification industry.
In July 2000 we sold 2,568,200 shares of common stock to twenty-two
investors, all residents of Missouri, for cash in the amount of $25,682.
In November 2000 Mr. Walker sold his 7,000,000 shares of common stock to
Amar Bahadoorsingh.
During the year ended July 31, 2001, we paid management fees of $2,026 to
Brett Walker a former officer and director of the Company and rent of $1,084 to
a company controlled by Andrew Hromyk, a former officer and director of the
Company.
In August 2001 Mr. Bahadoorsingh, who was then our President, sold
6,500,000 shares to John Hromyk for $650 in cash. Following this sale, and
effective August 30, 2001, Mr. Bahadoorsingh resigned as an officer and director
and appointed Mr. Hromyk as a director.
In September 2001 Mr. Bahadoorsingh sold his remaining 500,000 shares to
John Hromyk for $50 in cash. In September 2001 and February 2002 Mr. Hromyk
acquired the 1,000,000 shares originally sold to Century Capital Management for
$100 in cash.
In February, 2002 we received a loan of $10,000 from Jacquie Hromyk, the
wife of John Hromyk, for $20,000 in cash.
In April 2002 Mr. Hromyk acquired 2,054,900 shares of common stock from
ten of the shareholders who purchased shares in the July 2000 private placement.
In April, 2002 we sold 80,000 shares of our common stock to Jacquie
Hromyk, the wife of John Hromyk, for $20,000 in cash.
In May 2002 Mr. Hromyk returned 4,000,000 shares of common stock to the
Company for cancellation.
In May 2002 we sold 150,000 shares of our common stock to two investors
for cash of $37,500.
During the year ended July 31, 2002 we paid $1,889 to the wife of John
Hromyk for administrative services.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
Number Exhibit Page Number
3 Certificate of Incorporation and Bylaws (1)
4. Instruments defining the rights of security holders (2)
(1) Incorporated by reference to the same exhibit number in the Company's
registration statement on Form 10-SB.
(2) Included as part of Exhibit 3.
ITEM 14. CONTROLS AND PROCEDURES
John Hromyk, our President, Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of our disclosure controls and
procedures as of a date within 90 days prior to the filing date of this report
(the "Evaluation Date"); and in his opinion our disclosure controls and
procedures ensure that material information relating to our Company, including
our consolidated subsidiaries, is made know to him by others within those
entities, particularly during the period in which this report is being prepared,
so as to allow timely decisions regarding required disclosure. To the knowledge
of Mr. Hromyk there have been no significant changes in our internal controls or
in other factors that could significantly affect our internal controls
subsequent to the Evaluation Date. As a result, no corrective actions with
regard to significant deficiencies or material weakness in our internal controls
were required.
Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Consolidated Financial Statements
July 31, 2002 and July 31, 2001
REPORT OF INDEPENDENT AUDITOR
To the Stockholders of
Coventure International Inc.
(formerly Liquidpure Corp.)
We have audited the accompanying consolidated balance sheets of Coventure
International Inc. (a development stage enterprise) as of July 31, 2002 and 2001
and the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the years ended July 31, 2002 and 2001 and for each
of the periods from March 31, 1999 (date of incorporation) to July 31, 2002 and
2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform an audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Coventure
International Inc. at July 31, 2002 and 2001, and the results of its operations
and its cash flows for the years ended July 31, 2002 and July 31, 2001 and for
each of the periods from March 31, 1999 (date of incorporation) to July 31, 2002
and 2001, in conformity with accounting principles generally accepted in the
United States.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company is in the development stage, has no
established source of revenue and is dependent on its ability to raise capital
from stockholders or other sources to sustain operations. These factors, along
with other matters as set forth in Note 1, raise doubt that the Company will be
able to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
N.I. Cameron Inc. (signed)
Vancouver, Canada, CHARTERED
ACCOUNTANTS
October 10, 2002
Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
CONSOLIDATED BALANCE SHEETS
(expressed in U.S. dollars)
July 31 July 31
2002 2001
-----------------------------
CURRENT ASSETS
Cash $ 232 $ 301
Accounts receivable 1,259 -
-----------------------------
1,491 301
-----------------------------
PROPERTY, PLANT AND EQUIPMENT, at cost (Note 2)
Computer equipment 875 -
Less: accumulated depreciation 109 -
-----------------------------
766 -
-----------------------------
LICENSE, at cost (Note 4) - 1,000
--------------------------------
$ 2,257 $ 1,301
============================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 16,035 $ 3,229
Advances from stockholder (Note 4) 10,000 -
----------------------------
26,035 3,229
----------------------------
STOCKHOLDERS' EQUITY (DEFICIT)
Share capital (Note 3)
Common stock - $0.0001 par value
30,000,000 authorized; 6,718,200 issued and
outstanding (2001 - 10,568,200) 672 1,057
Preferred stock - $0.0001 par value
5,000,000 authorized
Additional paid-in capital 63,310 25,425
Deficit accumulated in the development stage (87,760) (28,410)
---------------------------
(23,778) (1,928)
$ 2,257 $ 1,301
==========================
The accompanying notes are an integral part of these
consolidated financial statements.
Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(expressed in U.S. dollars)
Period from Period from
March 31, 1999 March 31, 1999
(date of (date of
Year Ended Year Ended incorporation) incorporation)
July 31, July 31, to July 31, to July 31,
2002 2001 2002 2001
--------------------------------------------------------------
REVENUE $ 2,678 $ - $ 2,678 $ -
--------------------------------------------------------------
EXPENSES
Professional fees
18,232 9,549 30,052 11,820
Management fees 17,426 2,026 21,505 4,079
Administration 11,197 5,758 18,358 7,161
Consulting fees 9,000 - 14,350 5,350
Advertising and promotion 5,064 - 5,064 -
Write-off of impaired asset 1,000 - 1,000 -
(Note 4)
Depreciation 109 - 109 -
-------------------------------------------------------------
62,028 17,333 90,438 28,410
-------------------------------------------------------------
LOSS FROM OPERATIONS $(59,350) $ (17,333) $(87,760) $ (28,410)
=============================================================
FOR THE PERIOD
LOSS PER SHARE - Basic and diluted $ (0.006) $ (0.002)
=========================
WEIGHTED AVERAGE NUMBER 9,745,460 10,568,200
=========================
OF SHARES OUTSTANDING
The accompanying notes are an integral part of
these consolidated financial statements.
Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(expressed in U.S. dollars)
Deficit
Accumulated
Common Stock Additional in the
Number of Paid-In Development
Shares Amount Capital Stage Total
------------------------------------------------------------
Issuance of common stock 1,000,000 $ 100 $ - $ - $ 100
Loss for the period - - - (638) (638)
------------------------------------------------------------
Balance, July 31, 1999 1,000,000 100 - (638) (538)
Issuance of common stock 9,568,200 957 25,425 - 26,382
Loss for the Year - - - (10,439) (10,439)
------------------------------------------------------------
Balance, July 31, 2000 10,568,200 1,057 25,425 (11,077) 15,405
Loss for the Year - - - (17,333) (17,333)
-----------------------------------------------------------
Balance, July 31, 2001 10,568,200 1,057 25,425 (28,410) (1,928)
Issuance of common stock 150,000 15 37,485 - 37,500
Common stock cancelled (4,000,000) (400) 400 - -
Loss for the Year - - - (59,350) (59,350)
------------------------------------------------------------
6,718,200 $ 672 $ 63,310 $(87,760) $ (23,778)
============================================================
The accompanying notes are an integral part of
these consolidated financial statements.
Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(expressed in U.S. dollars)
Period from Period from
March 31, 1999 March 31, 1999
(date of (date of
Year Ended Year Ended incorporation) incorporation)
July 31, July 31, to July 31, to July 31,
2002 2001 2002 2001
--------------------------------------------------------------
OPERATING ACTIVITIES
Net loss for the Period $ (59,350) $ (17,333) $ (87,760) $ (28,410)
Adjustments to reconcile net loss
to net cash used
in operating activities
Write-off of impaired asset 1,000 - 1,000 -
Depreciation 109 - 109 -
---------------------------------------------------------------
(58,241) (17,333) (86,651) (28,410)
Changes in operating assets and
liabilities
Accounts receivable (1,259) - (1,259) -
Accounts payable and accrued 12,806 1,126 16,035 3,229
liabilities
--------------------------------------------------------------
Net cash used in operating (46,694) (16,207) (71,875) (25,181)
activities -----------------------------------------------------------
INVESTING ACTIVITIES
Purchase of property, plant and (875) - (875) -
equipment
Purchase of license - - (1,000) (1,000)
--------------------------------------------------------------
Net cash used in investing (875) - (1,875) (1,000)
activities -------------------------------------------------------------
FINANCING ACTIVITIES
Issuance of share capital 37,500 - 63,982 26,482
Advances from stockholders 10,000 - 10,000 -
--------------------------------------------------------------
Net cash provided by financing 47,500 - 73,982 26,482
activities --------------------------------------------------------------
NET CHANGE IN CASH DURING THE PERIOD (69) (16,207) 232 301
CASH AT BEGINNING OF PERIOD 301 16,508 - -
---------------------------------------------------------------
CASH AT END OF PERIOD $ 232 $ 301 $ 232 $ 301
===============================================================
The accompanying notes are an integral part of
these consolidated financial statements.
Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Notes to Consolidated Financial Statements
July 31, 2002
(expressed in U.S. dollars)
1. FORMATION AND BUSINESS OF THE COMPANY
Coventure International Inc. (the "Company") was incorporated in Delaware,
U.S.A. on March 31, 1999 as Bullet Environmental Systems, Inc. and changed
its name on May 25, 2000 to Liquidpure Corp. On February 14, 2002, the
Company changed its name to Coventure International Inc.
The Company is a development stage enterprise engaged in the business of
providing management consulting products and services through an eventual
network of regionally licensed operators in North America. The Company's
services will include strategic analysis, planning, consulting and
coaching. To date the Company has not commenced significant operational
activities.
These financial statements include the accounts of the Company and its
wholly-owned subsidiary Coventure Canada Inc. (the "Subsidiary"). The
Subsidiary was incorporated in the Province of Alberta, Canada on February
5, 2002.
Going concern
The accompanying financial statements have been presented assuming the
Company will continue as a going concern. At July 31, 2002, the Company had
accumulated $87,760 in losses and had no material revenue producing
operations. At the date of this report, the Company's ability to continue as
a going concern is dependent upon its ability to raise additional capital,
achieve profitable operations or merge with a revenue-producing venture
partner.
2. SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
The Company recognizes revenue in accordance with applicable accounting
regulations. Accordingly, revenues from services are recognized when all
significant contractual obligations have been satisfied and collection is
reasonably assured.
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from these estimates.
Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Notes to Consolidated Financial Statements
July 31, 2002
(expressed in U.S. dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (cont'd)
Income taxes
The Company uses the liability method of accounting for income taxes. Under this
method, deferred tax assets and liabilities are determined based on the
difference between financial statement and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to reverse. Deferred tax assets are
reduced by a valuation allowance in respect of amounts considered by management
to be less likely than not of realization in future periods.
Foreign currency translation
Unless otherwise stated, all amounts are in United States dollars. The
functional currency of the Company and its Subsidiary is the Canadian dollar.
Hence, all asset and liability amounts denominated in Canadian dollars have been
translated using the exchange rate as at July 31, 2002 and all expenses have
been translated using the average exchange rate for each month. The rates used
were as follows:
(equivalent Cdn $ per U.S. $)
2002 2001
---- ----
July 31 rate .6318 .6525
Depreciation
Depreciation of property, plant and equipment is provided for on the
straight-line basis over the estimated useful life of the assets, estimated to
be four years. One-half the normal rate is taken in the year of acquisition.
3. SHARE CAPITAL
Holders of the common stock are entitled to one vote per share and share
equally in any dividends declared and distributions on liquidation.
During the year ended July 31, 2002, the Company issued 150,000 shares of
common stock at a price of $0.25 per share.
During the year ended July 31, 2002, 4,000,000 common shares were returned to
the treasury of the Company and were cancelled.
Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Notes to Consolidated Financial Statements
July 31, 2002
(expressed in U.S. dollars)
4. RELATED PARTY TRANSACTIONS
a) During the year, the Company paid management fees of $17,426 (2001 - $ 0),
rent of $945 (2001 - $0) and automobile allowance of $377 (2001 - $0) to a
director and officer of the Company. In addition, the Company paid $1,889
(2001 - $0) to the spouse of this director and officer for administrative
services. During the period ended July 31, 2001, the Company paid
management fees of $2,026 to a former director and officer of the Company
and rent of $1,084 to a company controlled by a former director and officer
of the Company. These transactions have been recorded using the exchange
amount.
b) The advances from a stockholder are interest-free and repayable on demand.
c) In May 2000, the Company acquired a non-exclusive commercial license from a
company controlled by a former director and officer of the Company for
$1,000. The Company experienced a lack of co-operation from the engineering
firm who owned the patent to the apparatus under license. The Company was
not provided with the technical information it required to start
manufacturing any of the systems for which it was contractually permitted.
Further, due to the capital market decline in 2001, it proved impossible to
execute the business plan. As a result, in October 2001, the Company
abandoned this license.
5. FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK
The Company's financial instruments consist of cash, accounts receivable,
accounts payable and advances from stockholder. It is management's opinion
that the Company is not exposed to significant interest, currency or credit
risks arising from these financial instruments. The fair value of these
financial instruments approximate their carrying values.
Coventure 10-K fins July 01-02 10-24-02
SIGNATURES
In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant
has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized on the 11th day of November, 2002.
Coventure International Inc.
By /s/ John Hromyk
---------------------------------
John Hromyk, President and Principal
Financial and Accounting Officer
Pursuant to the requirements of the Securities Act of l933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Title Date
/s/ John Hromyk
--------------------
John Hromyk Director November 11, 2002
CERTIFICATION
In connection with the Annual Report of Coventure International Inc. (the
"Company") on Form 10-KSB for the period ending July 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I John
Hromyk, President, Chief Executive Officer and Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d)
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 results of the Company.
Date: November 11, 2002
By: /s/ John Hromyk
--------------------------------------
John Hromyk, President, Chief Executive
Officer and Chief Financial Officer
CERTIFICATIONS
I, John Hromyk, the President, Chief Executive Officer and Chief Financial
Officer of Coventure International Inc., certify that:
1. I have reviewed this quarterly report on Form 10-KSB of Coventure
International 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 officer 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 officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
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;
6. The registrant's other certifying officer 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.
November 11, 2002 /s/ John Hromyk
------------------------------------
John Hromyk, President, Chief Executive
Officer and Chief Financial Officer
Coventure 10-KSB July 02 11-02