DESCRIPTION OF BUSINESS
Introduction
Allied Ventures Holdings Corp., (the Company), was incorporated on March 31, 1980, under the laws of the State of California as Expertelligence, Inc. On June 26, 2006, the Company reincorporated in Nevada. On March 24, 2011, the Company amended its Articles of Incorporation to change its name to Pay Mobile, Inc. On January 2, 2013, the Company amended its Articles of Incorporation to change its name to Allied Ventures Holding Corp. On February 21, 2013 the Company changed its name to Dephasium Corp. and thereafter, on February 23, 2015, the Company amended its Articles of Incorporation to change its name to Allied Ventures Holdings Corp.
Current Status of our Business
The Company has not yet generated or realized any revenues from business operations. The Company's business strategy has changed to seeking potential merger candidates and we are now considered a shell as defined by the SEC. The Company's auditors have issued a going concern opinion in our audited financial statements for the fiscal year ended December 31, 2015 and the September 30, 2015 financial statements include a going concern disclosure. This means that our auditors believe there is doubt that the Company can continue as an on-going business for the next twelve months unless it obtains additional capital to pay its bills. This is because the Company has not generated any revenues and no revenues are currently anticipated. Accordingly, we must raise cash from sources such as investments by others in the Company and through possible transactions with strategic or joint venture partners. We do not plan to use any capital raised for the purchase or sale of any plant or significant equipment. The following discussion and analysis should be read in conjunction with the financial statements of the Company and the accompanying notes appearing subsequently under the caption "Financial Statements."
Comparison of Operating Results for the Three and Nine Months Ended September 30, 2016 to the Three and Nine Months Ended September 30, 2015
Revenues
The Company did not generate any revenues from operations for the three and nine months ended September 30, 2016 or for the three and nine months ended September 30, 2015. Accordingly, comparisons with prior periods are not meaningful. The Company is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and cost increases in services.
Operating Expenses
General and administrative expenses for the three months ended September 30, 2016 were $3,710 as compared to $5,632 for the three month period ended September 30, 2015. The decrease of $1,922 is primarily attributable to a decrease in professional fees in the quarter ended September 30, 2016.
General and administrative expenses for the nine months ended September 30, 2016 were $24,676 as compared to $36,178 for the nine month period ended September 30, 2015. The decrease of $11,502 is primarily attributable to the decrease in professional fees, accounting and auditor expenses.
Net Income (Loss)
Our net loss for the three month period ended September 30, 2016 was $3,710 as compared to a net income for the three month period ended September 30, 2015 of $73. The reason for the increase in loss is primarily attributable to $5,705 of income from forgiveness of debt realized in the three months ended September 30, 2015.
Our net loss for the nine month period ended September 30, 2016 was $24,676 as compared to a net loss for the nine month period ended September 30, 2015 of $31,287. The reason for the increase in loss is primarily due to a decrease general and administrative expenses of $11,502 offset by forgiveness of debt income of $5,705and a decrease in interest payable of $814.
At September 30, 2016, our accumulated deficit was $2,667,695 as compared to an accumulated deficit of $2,643.019 as of December 31, 2015. The increase in the accumulated deficit is a result of the $24,676 loss for the nine months ended September 30, 2016.
Assets and Liabilities
As of September 30, 2016, our total assets were $164 in cash as compared to $0 at December 31, 2015.
The increase of $164 is attributable to a loan from an investor in the amount of $32,200 used for working capital to pay the accounts payable of $14,220 as of December 31, 2015 and general administrative expenses for the period that ended September of $24,676.
Total current liabilities (and total liabilities) were $39,060 at September 30, 2016 as compared to $14,220 December 31, 2015. The increase of $24,840 is attributable to payments made for accounts payable, payments made to professionals and an increase in notes payable of $32,200.
Financial Condition, Liquidity and Capital Resources
At September 30, 2016, we had $164 cash. As of September 30, 2016 the Company
’
s only liabilities were to vendors comprised of accounts payable of $6,860 plus a note payable of $32,200.
The Company had a working capital deficit of $38,896 at September 30, 2016 and working capital of $14,220 at December 31, 2015, respectively. The decline in working capital of $24,676 during the nine months ended September 30, 2016 is due to $25,888 of cash used in operating activities, and payment of accounts payable as of December 31, 2015
No trends have been identified which would materially increase or decrease our results of operations or liquidity.
Off-Balance Sheet Arrangements
We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial position, operating results, liquidity, capital expenditures of capital resources.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
Not applicable for a smaller reporting company.
Forward-Looking Statements
This Form 10-Q includes Forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), finding suitable merger or acquisition candidates, expansion and growth of the Company
’
s business and operations, and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results or developments will conform with the Company
’
s expectations and predictions is subject to a number of risks and uncertainties, general economic market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company. Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.
|
|
ITEM 4.
|
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by our management, with the participation of the Chief Executive Officer / Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of September 30, , 2015. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer / Chief Financial Officer, to allow timely decisions regarding required disclosures.
We lack proper internal controls and procedures
.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission
’
s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive, as appropriate, to allow timely decisions regarding required disclosure based on the definition of
“
disclosure controls and procedures
”
in Rule 13a-15(e). In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Management has identified certain material weaknesses relating to our internal controls and procedures. The reason for the ineffectiveness of our disclosure controls and procedures was the result of the lack of segregation of duties and responsibilities with respect to our cash control over the disbursements related thereto. The lack of segregation of duties resulted from our limited accounting staff.
In order to mitigate the material weakness over financial reporting attributable to a lack of segregation of duties, the Company engages an independent CPA who analyzes transactions quarterly and annually and prepares the Company
’
s quarterly and annual financial statements.
Changes in Internal Control Over Financial Reporting
There was no change in the Company
’
s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended March 31, 2014 that has materially affected or is reasonably likely to materially affect the Company
’
s internal control over financial reporting.
|
PART II - OTHER INFORMATION
|
|
ITEM 1.
|
LEGAL PROCEEDINGS.
|
The Company knows of no legal proceedings to which it is a party or to which any of its property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against the Company.
ITEM 1A. RISK FACTORS
As a
“
smaller reporting company
”
we are not required to provide the information required by this item.
|
|
ITEM 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
None
|
|
ITEM 3.
|
DEFAULTS IN SENIOR SECURITIES
|
None
|
|
ITEM 4.
|
MINE SAFETY DISCLOSURE
|
None