PART 1 FINANCIAL INFORMATION
FOREWORD:
The new management of the company is filing this Form 10-Q under
Section 1320.4 of SEC Financial Reporting Manual outlining Delinquent Filers
Program. For the quarter ended December 31st 2018,the company qualified as an
Inactive Registrant as per Section 1320.2 of SEC Financial Reporting Manual
and is therefore not required to file audited financial statements.
Also, for the same entire period of this 10-Q, the company essentially existed
as a non- active Shell Company which had nominal assets, minimal expenses
and no material operations and consequently certain comparative quarterly
financial information has been omitted from this form 10-Q.
OVERVIEW OF DELINQUENT FILINGS
Before this filing, the company is not current in its SEC reporting
requirements as follows:
1. 10-Q for the quarter ended March 31, 2019
2. 10-Q for the quarter ended June 30, 2019
REASONS FOR FILING DELINQUINCIES
The existing management and majority shareholders first acquired control of
the company on October 14, 2018.The previous management of the company, when
filing form 10-12G. back in August 2013, subsequently activated an ongoing SEC
filing obligation, pursuant to federal securities laws. Unfortunately, shortly
after filing said Form 10-12G, the management of the day then abandoned the
business along with ceasing all business activities including all mandatory
filings, communications and correspondence with regulatory agencies, including
the company Stock Transfer Agent. Neither the new management, nor the previous
management from 2016 onwards, have had access to any pre-2016 company records
or other financial information as the management of the company from 2013 to
2016 was completely absent. This situation can be evidenced by that fact that
the company affairs were ultimately assigned by court order to custodian Barton
Hollow LLC on July 22nd, 2016.
Extensive and exhaustive attempts in the course of due diligence have been made
by the new management to contact said previous management regarding these
delinquencies but difficulties have been compounded by the fact that said
individuals then and now, still only conduct business and reside in China,
creating significant communication difficulties both geographical and
linguistic. Thus, with regard to the missing reports after form 10 was filed,
in the course of our due diligence, we have made all reasonable attempts to
locate previous management but without success. Consequently, there can be no
possibility, especially given the length of time that has elapsed, of
providing comprehensive financial reports, audited or otherwise, for the
periods in question.
PLAN OF ACTION TO REMEDY DEFICIENCIES
In addition to this form 10-Q, the new management will be submitting
to SEC via Edgar filing system, within five business days from the date of this
filing (ie: on or before end of of business on September 27th 2019), the
remainder of all delinquent filings, as listed above, up to and including forms
10-Q for the quarter ended June 30, 2019. These submissions will bring the
company current in its SEC filings.
NOTES TO THE FINANCIAL STATEMENTS FOR QUARTER ENDED MARCH 31, 2019 (UNAUDITED)
NOTE 1: ORGANIZATION AND DESCRIPTION OF BUSINESS
The company was originally incorporated as New Bridge Capital, Inc on July 22,
1999, in the State of Nevada. In June 2005, the company changed its name from
New Bridge Capital, Inc. to Seahaven Corp to reflect the change in the Company
focus. On December 20, 2008 a group of individuals from Peoples Republic of
China, acquired 67% of the total issued and outstanding shares of common stock
of the Company. On December 23, 2008, a group of individuals from Peoples
Republic of China, acquired all the 2,000,000 shares of issued and outstanding
convertible preferred stock. Subsequently, on January 15, 2009 the company
changed its name from Seahaven Corp., to China Travel Resort Holdings, Inc.
On May 19, 2016 Barton Hollow, LLC, a Nevada limited liability company, and
stockholder of the Issuer, filed an Application for Appointment of Custodian
pursuant to Section 78.347 of the Act in the District Court for Clark County,
Nevada. Barton Hollow was subsequently appointed custodian of the Issuer by
Order of the Court on July 22, 2016 (the Order). In accordance with the
provisions of the Order, Barton Hollow thereafter moved to: (a) reinstate
the Issuer with the State of Nevada; (b) provide for the election of interim
officers and directors; and (c) call and hold a stockholder meeting. In
addition, Barton Hollow, LLC elected Adam S. Tracy as the lone director and
officer of the Issuer.
Since then pursuant to a stock purchase agreement, on October 22nd 2018,
Mr. Aidan Doyle was appointed President & CEO. Subject to holding a special
meeting of the Issuer stockholders, Barton Hollow will petition the District
Court to discharge the custodianship as soon as is practical.
Also, in October 2018, the Company changed its primary focus from selling
tourist booklets, developing, managing and operating tourist sites and resorts
in China to financial services and began to execute plans to launch and manage
a $500 Million US Dollar Qualified Opportunity Zone Fund. (provisionally named
The Oculus Fund) The Oculus Fund will be managed by Registered Investment
Advisor Bellwether Capital Management LP. The above fund is in the development
stage and, as of September 18th, 2019, had not realized any significant
revenues from its planned operations.
The Company's year-end is December 31.
BASIS OF PRESENTATION
The following unaudited financial statements have been prepared in accordance
with US Generally Accepted Accounting Principles for financial information and
with the instructions for Form 10-K as promulgated by the Securities and
Exchange Commission (SEC). Accordingly, these financial statements do not
include all of the disclosures required by generally accepted accounting
principles in the United States of America for complete financial statements.
These unaudited financial statements should be read in conjunction
with the Company subsequently provided unaudited financial statements for the
quarter ended June 30th 2019, included in the Company most recent quarterly
10-Q filings. In the opinion of management,the unaudited financial statements
furnished herein include all adjustments, both of a normal recurring nature
and extraordinary items,necessary for a fair statement of the results for the
period presented. All adjustments were of a normal recurring nature.
ITEM 1A: RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide the information under this
item.
ITEM 2: PROPERTIES
Throughout the entire three month period ended March 31st, 2019 the company
did not own any property.
ITEM 3: LEGAL PROCEEDINGS
As of March 31, 2019, the Company may possibly be subject various legal
proceedings, claims, liability, administrative sanctions, regulatory penalties
and covenant violations from the SEC resulting from previous non-compliance
with its reporting requirements under the Securities Exchange Act 0f 1934.
However, the outcome of such legal proceedings and claims brought against the
Company is subject to significant uncertainty. Therefore, although management
considers the likelihood of such an outcome to be remote, if one or more of
these legal matters were resolved against the Company in a reporting period
for amounts in excess of management expectations, the Company financial
statements for that reporting period could be materially adversely affected.
PART 1l OTHER INFORMATION
ITEM 4: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide the information under this
item.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following are summarized accounting policies considered to be significant
by the Company management:
Accounting Method
The Company uses the accrual method of accounting in accordance with accounting
principles generally accepted in the United States of America.
Cash and Cash Equivalents
For purposes of its statement of cash flows, the Company considers all short-
term debt securities purchased with a maturity of three months or less to be
cash equivalents.
Development Stage Activities
The Company was primarily engaged in selling tourist booklets, developing,
managing and operating tourist sites and resorts in China. In October 2018,
the Company changed our primary focus to financial services. Neither activity
to date has been sufficient for recognition as an operating company.
(See FOREWORD)
Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the accompanying
financial statements, the Company incurred a net loss of $16,429 for
the quarter year ended March 31, 2019 and has an accumulated deficit since
inception of approximately $87,299. The Company has limited resources and
negative working capital. The future of the Company is dependent
upon future profitable operations. For the twelve-month period subsequent to
quarter ended March 31, 2019, the Company anticipates that its minimum cash
requirements to continue as a going concern will be approximately $40,000.
The anticipated source of funds is the issuance for cash of additional equity
instruments. The financial statements do not include any recoverability and
classification of recorded assets, or the amounts and classification of
liabilities that might be necessary in the event the Company cannot continue
in existence. Management has established plans to seek additional capital
from new equity securities issuances that will provide funds needed to
increase liquidity, fund internal growth and fully implement its business plan.
Other Income
During the quarter ended March 31, 2019 the Company had no income, operating
or otherwise.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection reasonably assured.
Use of Estimates
The process of preparing financial statements in conformity with accounting
principles generally accepted in the United States of America requires the
use of estimates and assumptions regarding certain types of assets,
liabilities, revenues, and expenses. Such estimates primarily relate to
unsettled transactions and events as of the date of the financial statements.
Accordingly, upon settlement, actual results may differ from estimated amounts.
ITEM 5. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures - We maintain Disclosure
Controls and Procedures, as such term is defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934 (the Exchange Act), 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 rules and forms, and that
such information is accumulated and communicated to our management, including
our Chief Executive Officer and Vice President, as appropriate, to allow timely
decisions regarding required disclosure. We conducted an evaluation under the
supervision and with the participation of our Chief Executive Officer and Vice
President, of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this report
pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our
Chief Executive officer and Vice President concluded that our Disclosure
Controls were effective as of the end of the period covered by this report.
Changes in Internal Controls Over Financial Reporting - We have also evaluated
our internal controls for financial reporting, and there have been no
significant changes in our internal controls or in other factors that could
significantly affect those controls subsequent to the date of our last
evaluation.
NOTE 3. COMMON STOCK
As of the date of this Information Statement, there are 131,667,254 shares of
the Company common stock issued and outstanding. At the balance sheet date
of March 31, 2019 there were 131,667,254 shares of the Company common
stock issued and outstanding. No securities were issued during the quarter
ended March 31, 2019.
NOTE 4. RELATED PARTY TRANSACTIONS
During the quarter ended March 31, 2019, there were no related
party transactions. However, as of the date of this information statement,
the Company President and Vice-President have advanced $40,000 to the
Company in order for the Company to meet its current financial obligations.
NOTE 5 CONVERTIBLE DEBT
During the quarter ended March 31, 2019, the Company had no convertible debt.
NOTE 6. COMMITMENTS AND CONTINGENCIES
As of March 31, 2019, the Company has a contingent liability for SEC
administrative sanctions, regulatory penalties and covenant violations
resulting from previous non-compliance with its reporting requirements under
the Securities Exchange Act 0f 1934.
ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Since our acquisition of the Company in October 2018, we have been bringing
the Company affairs up to date. As evidenced by the financial statements
included herein, for the quarter ended March 31, 2019, the company was dormant
and had no operations. The directors and officers of the company have been
entirely funding the Company activities and corporate expenses. No revenues
were generated during the quarter ended March 31, 2019. At March 31, 2019,
we had negative working capital of $40,683 Compared to negative working
capital of $65,335 at December 31st 2017. This was due to an increase in
current liabilities. Accounts payable decreased from $64,978 at March 31,
2018 to $40,474 at March 31, 2019. At March 31, 2019, we had no primary
assets and our primary liabilities consisted of accounts payable.
Liquidity and Capital Resources
We continue to maintain a cash balance in order to fulfill our financial
commitments. This cash balance or burn rate required to fulfill our financial
commitments is $3,200 per month. The approximate amount of time through which
our current assets will fund existing operations, barring additional unforeseen
expenses is approximately zero. We do not intend to hire additional employees
at this time.
FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in this Information Report contains some forward-
looking statements. Certain of the matters discussed concerning our operations,
cash flows, financial position, economic performance and financial condition,
including, in particular, future sales, product demand, the market for our
services, competition, exchange rate fluctuations and the effect of economic
conditions include forward-looking statements. Statements that are predictive
in nature, that depend upon or refer to future events or conditions or that
include words such as "expects," "anticipates," "intends," "plans," "believes,"
"estimates" and similar expressions are forward-looking statements. Although
we believe that these statements are based upon reasonable assumptions,
including projections of orders, sales, operating margins, earnings, cash flow,
research and development costs, working capital, capital expenditures and
other projections, they are subject to several risks and uncertainties, and
therefore, we can give no assurance that these statements will be achieved.
We undertake no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise. You are
advised, however, to consult any additional disclosures we make. These are
factors that we think could cause our actual results to differ materially from
expected results. Other factors besides those listed here could also adversely
affect us. Our officers and directors have indicated that they are unwilling to
make any commitment to loan additional capital at this time, other than to pay
ongoing fees connected with regulatory and working capital requirements.
Accordingly, our officers and directors are under no legal obligation to make
additional capital contributions to us in the future. Should we require
additional funds and are unable to raise said funds, we will either have to
suspend operations until we do raise the funds, or cease operations entirely.
Delivery of this information and disclosure statement does not imply that the
information contained herein is correct as of any time subsequent to the date
first written above.
Limited Operating History; Need for Additional Capital
We are at present a development stage corporation and as such yet to generate
minimal revenues from operations. We cannot guarantee we will be successful
in our business operations. Our business is now subject to all the risks
inherent in the establishment of a new business enterprise, including limited
capital resources, and possible cost overruns due to price and cost increases
in services. In order to become profitable and competitive, we must continue
to pursue our new business model for the Company. We continue to seek equity
financing to provide for the capital required. We have no assurance that future
financing will be available to us on acceptable terms. If financing is not
available on satisfactory terms, we may be unable to continue operations.
Additional equity financing may result in additional dilution to existing
shareholders.
PART II OTHER INFORMATION
ITEM 7: MARKET FOR REGISTRANT COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASE OF EQUITY SECURITIES
Security Information
The Company's Amended Articles of Incorporation authorizes it to issue
up to 975,000,000 shares of common stock, and 25,000,000 shares of preferred
stock with a par value of one- tenth of one cent ($0.001) per share.
Trading Symbol: CTVZ OTC (Pink)
Exact Title & Class of Securities Outstanding:
Common CUSIP: 16948G105
Par or Stated Value: $0.001 per Share
Total Shares Authorized (as of March 31, 2019): 975,000,000
Total Shares Outstanding (as of March 31, 2019): 131,667,254
Exact Title & Class of Securities Outstanding: Preferred Class A
Par or Stated Value: $0.001 per Share
Total Shares Authorized (as of March 31, 2019); 25,000,000
Total Shares Outstanding (as of March 31, 2019): 2,000,000
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The company Stock Transfer Agent who were appointed on June 1, 2009 are:
Pacific Stock Transfer
6275 Via Austin Parkway Suite300
Las Vegas Nevada, 89119
The transfer agent is registered under the Exchange Act.
* List Any Restrictions on the Transfer of the Securities
None.
* Describe Any Trading Suspension Orders Issued by SEC in the Past 12 Months
None.
*List Any Stock Split, Stock Dividend, Recapitalization, Merger, Acquisition,
Spin-Off or Reorganization either Currently Anticipated or that Occurred
within the Past 12 Months.
None
Issuance History.
As of the date of this Information Statement, there are 131,667,254 shares of
the Company common stock issued and outstanding. During the preceding two (2)
years, the Company has issued the following securities as part of a share
purchase agreement,on October 22nd, 2018: 75,000,000 (Seventy-Five Million)
restricted Ordinary Shares were assigned to the following parties:
Newly-appointed and current CEO: Aidan Doyle: 37,000,000
(Thirty-Seven Million) restricted Ordinary Shares and newly-appointed and
current Vice-President, Katherine L. Menera: 38,000,000 (Thirty-Eight Million)
restricted Ordinary Shares.
Financial Statements
See Exhibits.
Issuer Facilities.
We currently lease office space at 40 Wall Street, 28th Floor, New York, NY,
10005. The Company pays $2,500 per month pursuant to terms of a lease ending
in December 2019.
Officers, Directors and Control Persons
Names of Officers, Directors and Control Persons
The following table sets forth certain information furnished by the following
persons, or their representatives, regarding the ownership of the Common Shares
of the Company as of the date of this report, by (i) each person known to the
Company to be the beneficial owner of more than 5% of the outstanding shares of
Common Stock, (ii) each of the Company's executive officers and directors, and
(iii) all of the Company's executive officers and directors as a group. Unless
otherwise indicated, the named person is deemed to be the sole beneficial owner
of the shares.
Name of Beneficial Owner: Number of Shares: Percentage:
Katherine Menera 1113 York Avenue, Apt 6C 38,000,000 28.86%
New York, New York 10065