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, 2003
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.)
404 First Street West, Unit 3
Cochrane, Alberta T4C 1A5
(Address of Principal Executive Office) Zip Code
Registrant's telephone number, including Area Code: (403) 851-2600 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, 2003 were $14,788.
The aggregate market value of the voting stock held by non-affiliates of the
Company as of October 24, 2003 was approximately $222,000.
As of October 24, 2003 the Company had 7,022,200 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 2003: Edmonton,
Kelowna and Vancouver. As of October 24, 2003 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
October 24, 2003 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.
ITEM 2. DESCRIPTION OF PROPERTY
We have no material assets and, as such, we do not own any real or
personal property. We rent office space located at 404 First Street West, Unit
3, Cochrane, Alberta T4C 1A5. We lease this space at a cost of $836 per month
until August 31, 2006. We are also responsible for our proportionate share of
operating costs, which as of October 24, 2003 were $222 per month. We believe
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
As of October 24, 2003, we had 7,022,200 outstanding shares of common
stock and forty-seven 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.
Although our common stock is listed for trading on the OTC Bulletin Board
under the symbol "CVNI", as of October 24, 2003 there had been no trades in our
common 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.
Trades of our common stock are subject to Rule 15g-9 of the Securities and
Exchange Commission, which 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.
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
October 31, 2004.
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.
Year ended July 31, 2003: During this fiscal year our operations used
$59,444 in cash. Operating capital was provided by the sale of 256,000 shares of
our common stock for $64,000 ($0.25 per share). Subsequent to July 31, 2003 we
sold 48,000 shares of our common stock for $12,000 ($0.25 per share).
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 8a. CONTROLS AND PROCEDURES.
Based on the evaluation of the Company's disclosure controls and
procedures by John Hromyk, the Company's Chief Executive and Financial Officer,
as of a date within 90 days of the filing date of this annual report, such
officer has concluded that the Company's disclosure controls and procedures are
effective in ensuring that information required to be disclosed by the Company
in the reports that it files or submits under the Securities and Exchange Act of
1934, as amended, is recorded, processed, summarized and reported, within the
time period specified by the Securities and Exchange Commission's rules and
forms.
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation, and as a result, no corrective actions with regard to
significant deficiencies and material weaknesses were required.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
Name Age Position
John Hromyk 42 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 2003 -- -- $ 2,205 $ 712
President since 2002 -- -- $17,426 -- -- $1,322
August 2001
Amar Bahadoorsingh 2001 -- -- -- -- -- --
President prior to
August 2001
All 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, 2003:
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 report none of our directors
received any compensation from us during the year ended July 31, 2003.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of October 24, 2003, 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) 87.4%
PO Box 731
Bragg Creek, Alberta
Canada T0L 0K0
All Officers and Directors 6,134,900 (1) 87.4%
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 John Hromyk.
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 70,000 shares of our common stock to one investor for
cash of $17,500.
In April 2003 we sold 226,000 shares of our common stock to six investors
for cash of $56,500.
In May 2003 we sold 30,000 shares of our common stock to one investor for
cash of $7,500.
During the year ended July 31, 2002 we paid $1,889 to the wife of John
Hromyk for administrative services.
During the year ended July 31, 2003 we paid $723 to Mr. Hromyk's wife 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)
------------
31 Rule 13a-14(a) Certifications
-----------
32 Section 1350 Certifications -----------
(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.
We did not file any reports on Form 8-K during the three months ended July
31, 2003.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table shows the aggregate fees billed to us for the years
ended July 31, 2003 and July 31, 2002 by N.I. Cameron Inc., our independent
auditors:
Year Ended July 31,
-------------------------------
2003 2002
------------------------------
Audit Fees $ 5,200 $ 4,300
Audit-Related Fees $ 568 $ --
Tax Fees $ -- $ --
All Other Fees $ -- $ --
Audit fees represent amounts billed for professional services rendered for
the audit of our annual financial statements and the reviews of the financial
statements included in our Forms 10-QSB for the fiscal year. We do not have an
Audit Committee. Our Board of Directors has not adopted any polices or
procedures for the pre-approval of non-audit services. Our Board of Directors
has considered the role of N.I. Cameron Inc. in providing audit, audit-related
and tax services to us and has concluded that such services are compatible with
the role of N.I. Cameron Inc. as our independent auditor.
Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Consolidated Financial Statements
July 31, 2003 and July 31, 2002
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, 2003 and 2002
and the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the years ended July 31, 2003 and 2002 and for each
of the periods from March 31, 1999 (date of incorporation) to July 31, 2003 and
2002. 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, 2003 and 2002, and the results of its operations
and its cash flows for the years ended July 31, 2003 and July 31, 2002 and for
each of the periods from March 31, 1999 (date of incorporation) to July 31, 2003
and 2002, 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 15, 2003
Coventure International Inc.
(formerly Liquidpure Corp.)
(a development stage enterprise)
Consolidated Balance Sheets
(expressed in U.S. dollars)
ASSETS
July 31 July 31
2003 2002
----------------------------
CURRENT
Cash $ 4,992 $ 232
Accounts receivable - 1,259
Prepaid expenses and deposits 824 -
------------------------------
5,816 1,491
-----------------------------
PROPERTY, PLANT AND EQUIPMENT, at cost (Note 2)
Computer equipment 583 875
Less: accumulated depreciation 218 109
------------------------------
365 766
------------------------------
$ 6,181 $ 2,257
============================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 14,238 $ 16,035
Advances from stockholder (Note 4) 10,000 10,000
----------------------------
24,238 26,035
----------------------------
STOCKHOLDERS' EQUITY (DEFICIT)
Share capital (Note 3)
Common stock - $0.0001 par value
30,000,000 authorized; 6,974,200 issued
and outstanding (2002 - 6,718,200) 697 672
Preferred stock - $0.0001 par value
5,000,000 authorized
Additional paid-in capital 127,285 63,310
Deficit accumulated in the development stage (146,039) (87,760)
---------------------------
(18,057) (23,778)
$ 6,181 $ 2,257
=============================
SUBSEQUENT EVENTS (Notes 3 and 6)
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, March 31,
1999 1999
(date of (date of
Year Ended Year Ended incorporation) incorporation)
July 31, July 31, to July 31, to July 31,
2003 2002 2003 2002
-----------------------------------------------------
REVENUE $ 14,788 $ 2,678 $ 17,466 $ 2,678
-----------------------------------------------------
EXPENSES
Professional fees 50,594 18,232 80,646 30,052
Administration 7,522 11,197 25,880 18,358
Management fees 2,205 17,426 23,710 21,505
Consulting fees 4,500 9,000 18,850 14,350
Sub-contract 7,327 - 7,327 -
Advertising and promotion 578 5,064 5,642 5,064
Write-off of impaired asset - 1,000 1,000 1,000
(Note 4)
Bad debts 244 - 244 -
Gain on sale of equipment (49) - (49) -
Depreciation 146 109 255 109
-----------------------------------------------------
73,067 62,028 163,505 90,438
-----------------------------------------------------
LOSS FROM OPERATIONS $ (58,279) $ (59,350) $(146,039) $ (87,760)
FOR THE PERIOD =====================================================
LOSS PER SHARE - Basic and diluted $ (0.01) $ (0.01)
=========================
WEIGHTED AVERAGE NUMBER 6,793,877 9,745,460
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 in the
Number of Additional development
Shares Amount Paid-in Stage Total
Capital
--------------------------------------------------------------
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)
-----------------------------------------------------------
Balance, July 31, 2002 6,718,200 672 63,310 (87,760) (23,778)
Issuance of common stock 256,000 25 63,975 - 64,000
Loss for the Year - - - (58,279) (58,279)
-------------------------------------------------------------
Balance, July 31, 2003 6,974,200 $ 697 $ 127,285 $ (146,039) $(18,057)
==============================================================
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, March 31,
1999 1999
Year Year (date of (date of
Ended Ended incorporation) incorporation)
July 31, July 31, to July 31, to July 31,
2003 2002 2003 2002
----------------------------------------------------
OPERATING ACTIVITIES
Net loss for the Period $ (58,279) $ (59,350) $ (146,039) $ (87,760)
Adjustments to reconcile net loss
to net cash used in operating
activities
Gain on sale of equipment (49) - (49) -
Write-off of impaired asset - 1,000 1,000 1,000
Depreciation 146 109 255 109
Changes in operating assets and
liabilities
Accounts receivable 1,259 (1,259) - (1,259)
Prepaid expenses and deposits (824) - (824) -
Accounts payable and accrued
liabilities (1,797) 12,806 14,238 16,035
----------------------------------------------------
Net cash used in operating
activities (59,544) (46,694) (131,419) (71,875)
----------------------------------------------------
INVESTING ACTIVITIES
Proceeds on sale of equipment 304 - 304 -
Purchase of property, plant and - (875) (875) (875)
equipment
Purchase of license - - (1,000) (1,000)
----------------------------------------------------
Net cash used in investing 304 (875) (1,571) (1,875)
activities
----------------------------------------------------
FINANCING ACTIVITIES
Issuance of share capital 64,000 37,500 127,982 63,982
Advances from stockholders - 10,000 10,000 10,000
----------------------------------------------------
Net cash provided by financing 64,000 47,500 137,982 73,982
activities
----------------------------------------------------
NET CHANGE IN CASH DURING THE PERIOD 4,760 (69) 4,992 232
CASH AT BEGINNING OF PERIOD 232 301 - -
----------------------------------------------------
CASH AT END OF PERIOD $ 4,992 $ 232 $ 4,992 $ 232
====================================================
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, 2003
(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, 2003, the Company had
accumulated $146,039 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, 2003
(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. $)
2003 2002
------ ------
July 31 rate .7118 .6318
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, 2003, the Company issued 256,000 shares of
common stock at a price of $0.25 per share. Subsequent to July 31, 2003, the
Company issued 48,000 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, 2003
(expressed in U.S. dollars)
4. RELATED PARTY TRANSACTIONS
a) During the year, the Company paid management fees of $2,205 (2002 -
$17,426), rent of $712 (2002 - $945) and automobile allowance of $0 (2002
- $377) to a director and officer of the Company. In addition, the Company
paid $723 (2002 - $1.889) to the spouse of this director and officer for
administrative services. These transactions have been recorded using the
exchange amount. Accounts payable include $1,987 (2002 - $1,848) due to
the same officer and director.
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.
6. SUBSEQUENT EVENTS
Subsequent to July 31, 2003, the Company entered into an operating lease for
office premises. The lease calls for monthly payments of $836 starting
September 1, 2003 until August 31, 2006. In addition, the Company is
responsible for its proportionate share of operating costs, currently at $222
per month.
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 28th day of October, 2003.
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 October 28, 2003