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PVTA > SEC Filings for PVTA > Form 10-Q on 20-Aug-2012All Recent SEC Filings

Show all filings for PREVENTIA, INC. | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for PREVENTIA, INC.


20-Aug-2012

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. These statements include those concerning the following: Our intentions, beliefs and expectations regarding the fair value of all assets and liabilities recorded; our strategies; growth opportunities; product development and introduction relating to new and existing products; the enterprise market and related opportunities; competition and competitive advantages and disadvantages; industry standards and compatibility of our products; relationships with our employees; our facilities, operating lease and our ability to secure additional space; cash dividends; excess inventory, our expenses; interest and other income; our beliefs and expectations about our future success and results; our operating results; our belief that our cash and cash equivalents will be sufficient to satisfy our anticipated cash requirements, our expectations regarding our revenues and customers; investments and interest rates. These statements are subject to risk and uncertainties that could cause actual results and events to differ materially.

Due to the change in our corporate operations that occurred in connection with the change in control of our company on May 18, 2012, we transferred all of our assets to Dr. Murray Friedman, who owned 86.5% of our outstanding stock and was our executive officer and sole director prior to the Change in Control Events.
We transferred our assets to Dr. Friedman in consideration for the extinguishment of our liabilities. As of March 31, 2012, the total book value of our assets, which consisted primarily of capitalized software development costs (net of amortization), was $127,173 and our total liabilities were $74,467. As of August 2011 we determined that the software had an estimated life of three years, and we were amortizing the costs on a straight-line basis over the estimated life. The original capitalized cost was $150,000.

On June 30, 2012, the Company entered into a license agreement with Private Trading Systems PLC, a company incorporated pursuant to the laws of England and Wales (the "Licensor"). Pursuant to the License Agreement, the Licensor granted the registrant a personal, non-transferable, exclusive license (the "License"), throughout the universe and for the duration of the Term (as defined below), to use, sub-license, enforce and otherwise exploit a trading system designed to facilitate the trading of instruments, investments, securities and assets between buyers and sellers in a trading environment (the "System") and all intellectual property incorporated therein and related thereto (collectively, the "System IP", which term includes but is not limited to United States Patent No. 8,165,952 ("Electronic Trading System") and all improvements thereof and thereupon.operating efficiency.

We are currently not aware of any other known material trends, demands, commitments, events or uncertainties that will have, or are reasonable likely to have, a material impact

on our financial condition, operating performance, revenues and/or income, or results in our liquidity decreasing or increasing in any material way.

Results of Operations

For the three months ended June 30, 2012, we did not generate any revenues. We had amortization expenses of $0, bad debt expenses of $0, bank service charges of $0, consulting expenses of $0, accounting expenses of $4,000, office expenses of $0, legal and professional expenses of $7,437, and rent expenses of $0. As a result, we had total operating expenses of $11,437. We had interest expense of $0, resulting in net loss of $11,437 for the three months ended June 30, 2012.

For the three months ended June 30, 2011, we did not generate any revenues. We had amortization expenses of $0, bad debt expenses of $0, bank service charges of $15, consulting expenses of $0, accounting expenses of $1,500, office expenses of $91, legal and professional expenses of $6,884, and rent expenses of $1,500. As a result, we had total operating expenses of $9,900. We had interest expense of $191, resulting in net loss of $10,181 for the three months ended June 30, 2011.

The net loss for the three months ended June 30, 2012 compared to the three months ended June 30, 2011 increased by $1,256. This increase was a result of the general expense of being a reporting company the increased accounting expenses that result from it.

For the six months ended June 30, 2012, we did not generate any revenues. We had amortization expenses of $12,500, bad debt expenses of $50,000, bank service charges of $65, consulting expenses of $20,000, accounting expenses of $6,300, office expenses of $0, legal and professional expenses of $7,437, and rent expenses of $1,500. As a result, we had total operating expenses of $97,802.
We had interest expense of $208, resulting in net loss of $98,010 for the six months ended June 30, 2012.

For the six months ended June 30, 2011, we did not generate any revenues. We had amortization expenses of $0, bad debt expenses of $0, bank service charges of $15, consulting expenses of $0, accounting expenses of $1,500, office expenses of $91, legal and professional expenses of $6,884, and rent expenses of $3,000. As a result, we had total operating expenses of $11,490. We had interest expense of $382, resulting in net loss of $11,872 for the six months ended June 30, 2011.

The net loss for the six months ended June 30, 2012 compared to the six months ended June 30, 2011 increased by $86,138. This increase was a result of the general expense of being a reporting company, consulting expense and bad debt expense.

Liquidity and Capital Resources

For the six months ended June 30, 2012 and 2011, we did not pursue any investing activities.

For the six months ended June 30, 2012, we did not pursue and financing activities.

For the six months ended June 30, 2011, we received proceeds from officer advances of $11,500 and proceeds from the issuance of common stock, net of $2,000 of offering costs, of $154,625. As a result, we had net cash provided by financing activities of $166,125 for the six months ended June 30, 2011.

As a public entity, subject to the reporting requirements of the Exchange Act of 1934, we incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs could range up to $35,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because we have not yet completed development of our product line, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

Plan of Operations

The Company currently focuses on working with corporate clients to develop, market and distribute financial products such as debt instruments, venture capital funds, expiration-less options, insurance products and energy futures for dematerialization and electronic trading and operates an electronic trading platform. We are also pursuing various software-related licensing and other business opportunities.

If we are unable to raise sufficient funds or obtain alternate financing, we may never complete development and become profitable.

Neither Robert Stevens nor Terence Ramsden have been taking a salary for their work with the company. The company has only incurred legal costs and costs payable to the company's transfer. As a short-term measure, Terence Ramsden has agreed to lend the company any required amounts by way of promissory notes with a 0% interest rate. As of June 30, 2012, no such loans have been taken out.
The Company needs to generate sufficient funds to complete the development of our financial products and our business plans, as well as pay licensing fees when required.

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