U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2003
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
------------- -------------
Commission File No.
------------------
0-26177
Seven Ventures, Inc.
--------------------
(Name of Small Business Issuer in its Charter)
NEVADA 87-0425514
------ ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
4685 Highland Dr., Suite 2020
SALT LAKE CITY, UTAH 84117
--------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 278-9424
None; Not Applicable.
--------------------------
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act:
$0.001 Par Value Common Voting Stock
------------------------------------
Title of Class
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X 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 Company'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. [ ]
State Issuer's revenues for its most recent fiscal year:
December 31, 2003 - $3,026.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
December 31, 2003 - $152. There are approximately 152,889 shares of common
voting stock of the Company held by non-affiliates. Because there has been no
"public market" for the Company's common stock during the past five years, the
Company has arbitrarily valued these shares at par value of $0.001 per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
None; Not applicable
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
December 31, 2003
340,823
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
PART I
Item 1. Description of Business.
---------------------------------
Business Development.
---------------------
Organization and Charter Amendments.
------------------------------------
Seven Ventures, Inc. (the "Company") was organized under the laws of the
State of Nevada on August 7, 1985, under the name "Victory Development
Corporation." The Company was formed to acquire and operate or lease natural
resource properties, and engage in mining, milling, production, buying and
developing natural resource properties and any business dealing with natural
resources in general.
The Company's initial authorized capital consisted of 50,000,000 shares of
$0.001 par value common voting stock and 5,000,000 shares of $0.001 par value
preferred stock.
On September 19, 1988, the Company's Articles of Incorporation were amended
to change its name to "Entertainment Resource Group" and to increase the
authorized $0.001 par value common stock to 250,000,000 shares, with no changes
to the preferred stock.
In September of 1988, the Company combined with Entertainment Resource
Group, Inc, in a reverse purchase transaction.
On November 4, 1988, the Company's Articles of Incorporation were amended
to change its name to "Seven Ventures, Inc." and to restate Article VII as it
relates to indemnification.
On December 16, 2002, the Company, acting pursuant to unanimous consent of
the board of directors and majority shareholders, resolved to take the following
actions:
1) To effect a reverse split of the outstanding common stock of the
Company on a basis of 1 for 175, while retaining the current par value of
$0.001, with appropriate adjustments to the capital accounts of the
Company.
2) To authorize the Board of Directors to change the name of the
Company to conform with the business or industry that the Board of
Directors determines we engage in or conforms with the name or names of any
properties or businesses acquired by our Company.
For additional information, please see the Company's 14C Definitive
Information Statement, as previously filed with the Securities and Exchange
Commission, on or about November 22, 2002, which is incorporated herein by this
reference.
Prior to December 31, 2002.
---------------------------
See the Company's 10KSB Annual Report for the year ended December 31, 2002,
which was previously filed with the Securities and Exchange Commission and which
is incorporated herein by this reference.
Business.
---------
On or about November 5, 2002, the Company signed a non-binding Letter of
Intent to exchange shares of the Company's common stock for all of the issued
and outstanding shares of Christopher's Original Formulas, Inc., a Nevada
corporation. The terms of the share exchange agreement can be found in the Form
8-K Current Report dated November 6, 2002, which was filed with the Securities
and Exchange Commission on or about November 8, 2002 and which is incorporated
herein by this reference.
On or about March 27, 2003, the Company abandoned its Letter of Intent with
Christopher's Original Formulas, Inc., a Nevada Corporation.
Other than the above-referenced matters and seeking and investigating
potential assets, properties or businesses to acquire, the Company has had no
business operations for over 5 years. To the extent that the Company intends to
continue to seek the acquisition of assets, property or business that may
benefit the Company and its stockholders, it is essentially a "blank check"
company. Because the Company has limited assets and conducts no business,
management anticipates that any such acquisition would require it to issue
shares of its common stock as the sole consideration for the acquisition. This
may result in substantial dilution of the shares of current stockholders. The
Company's Board of Directors shall make the final determination whether to
complete any such acquisition; the approval of stockholders will not be sought
unless required by applicable laws, rules and regulations, its Articles of
Incorporation or Bylaws, or contract. The Company makes no assurance that any
future enterprise will be profitable or successful.
The Company is not currently engaging in any substantive business activity
and has no plans to engage in any such activity in the foreseeable future. In
its present form, the Company may be deemed to be a vehicle to acquire or merge
with a business or company. The Company does not intend to restrict its search
to any particular business or industry, and the areas in which it will seek out
acquisitions, reorganizations or mergers may include, but will not be limited
to, the fields of high technology, manufacturing, natural resources, service,
research and development, communications, transportation, insurance, brokerage,
finance and all medically related fields, among others. The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely limited, and may be restricted to entities who desire to
avoid what these entities may deem to be the adverse factors related to an
initial public offering ("IPO"). The most prevalent of these factors include
substantial time requirements, legal and accounting costs, the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other conditions
or requirements imposed by various federal and state securities laws, rules and
regulations. Any of these types of entities, regardless of their prospects,
would require the Company to issue a substantial number of shares of its common
stock to complete any such acquisition, reorganization or merger, usually
amounting to between 80 and 95 percent of the outstanding shares of the Company
following the completion of any such transaction; accordingly, investments in
any such private entity, if available, would be much more favorable than any
investment in the Company.
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business, the
Company will be required to file with the Commission a Current Report on Form
8-K within 15 days of such transaction. A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired, as well as pro
forma financial information consisting of a pro forma condensed balance sheet,
pro forma statements of income and accompanying explanatory notes.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market strategies, plant or product expansion, changes in product emphasis,
future management personnel and changes in innumerable other factors. Further,
in the case of a new business venture or one that is in a research and
development mode, the risks will be substantial, and there will be no objective
criteria to examine the effectiveness or the abilities of its management or its
business objectives. Also, a firm market for its products or services may yet
need to be established, and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor. The Company anticipates that
proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor in
which the Company eventually participates. Such persons may include the
Company's directors, executive officers, beneficial owners or their affiliates.
In this event, such fees may become a factor in negotiations regarding a
potential acquisition and, accordingly, may present a conflict of interest for
such individuals.
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest. Current Company policy does
not prohibit such transactions. Because no such transaction is currently
contemplated, it is impossible to estimate the potential pecuniary benefits to
these persons.
Further, substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them. In the event that
such fees are paid, they may become a factor in negotiations regarding any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.
Principal Products and Services.
--------------------------------
The limited business operations of the Company, as now contemplated,
involve those of a "blank check" company. The only activities to be conducted by
the Company are to manage its current limited assets and to seek out and
investigate the acquisition of any viable business opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or merger
through which securities of the Company will be issued or exchanged.
Distribution Methods of the Products or Services.
-------------------------------------------------
Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts, professionals,
securities broker dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
--------------------------------------------------------
None; Not applicable.
Competitive Business Conditions.
--------------------------------
Management believes that there are literally thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company; many
of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to predict the competitive position of the Company or any other entity in the
strata of these endeavors; however, the Company, having limited assets and cash
reserves, will no doubt be at a competitive disadvantage in competing with
entities which have recently completed IPO's, have significant cash resources
and have recent operating histories when compared with the complete lack of any
substantive operations by the Company for the past several years.
Sources and Availability of Raw Materials and Names of Principal Suppliers.
---------------------------------------------------------------------------
None; Not applicable.
Dependence on One or a Few Major Customers.
-------------------------------------------
None; Not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
or Labor Contracts.
-------------------
None; Not applicable.
Need for any Governmental Approval of Principal Products or Services.
---------------------------------------------------------------------
Because the Company currently produces no products or services, it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company engages in a merger or acquisition transaction with an
entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------
The integrated disclosure system for small business issuers adopted by the
Commission in Release No. 34-30968 and effective as of August 13, 1992,
substantially modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of less than $25
million; is a U.S. or Canadian issuer; is not an investment company; and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however, an entity is not a small business issuer if it has a public float (the
aggregate market value of the issuer's outstanding securities held by
non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting policies that will streamline the registration process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations designed to promote availability to the
small business issuer of these capital markets and similar laws, rules and
regulations that may be adopted in the future will substantially limit the
demand for "blank check" companies like the Company, and may make the use of
these companies obsolete.
Sarbanes-Oxley Act.
-------------------
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of
2002 (the "Sarbanes-Oxley Act"). The Sarbanes-Oxley Act imposes a wide variety
of new regulatory requirements on publicly-held companies and their insiders.
Many of these requirements will affect us. For example:
* Our chief executive officer and chief financial officer must now
certify the accuracy of all of our periodic reports that contain financial
statements;
* Our periodic reports must disclose our conclusions about the
effectiveness of our disclosure controls and procedures; and
* We may not make any loan to any director or executive officer and we
may not materially modify any existing loans.
The Sarbanes-Oxley Act has required us to review our current procedures and
policies to determine whether they comply with the Sarbanes-Oxley Act and the
new regulations promulgated thereunder. We will continue to monitor our
compliance with all future regulations that are adopted under the Sarbanes-
Oxley Act and will take whatever actions are necessary to ensure that we are in
compliance.
Research and Development.
-------------------------
None; Not applicable.
Cost and Effects of Compliance with Environmental Laws.
-------------------------------------------------------
None; Not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
--------------------
None; Not applicable.
Item 2. Description of Property.
---------------------------------
The Company has no assets, property or business; its principal executive
office address and telephone number are the business office address and
telephone number of a shareholder, Duane S. Jenson, and are currently provided
at no cost. Because the Company has had no business, its activities will be
limited to keeping itself in good standing in the State of Nevada, seeking out
acquisitions, reorganizations or mergers and preparing and filing the
appropriate reports with the Securities and Exchange Commission. These
activities have consumed an insubstantial amount of management's time.
Item 3. Legal Proceedings.
---------------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the Company's common stock is a party adverse to
the Company or has a material interest adverse to the Company in any proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------
None; Not Applicable.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------
Market Information.
-------------------
Currently, the Company's common stock is listed on the OTC Bulletin Board
of the National Association of Securities Dealers ("NASD"), under the symbol
(SVVI); however, management does not expect any public market to develop unless
and until the Company completes an acquisition or merger. In any event, no
assurance can be given that any market for the Company's common stock will
develop or be maintained.
Holders.
--------
The number of record holders of the Company's common stock as of December
31, 2003, is approximately 170.
Dividends.
----------
The Company has not declared any cash dividends with respect to its common
stock and does not intend to declare dividends in the foreseeable future. The
future dividend policy of the Company cannot be ascertained with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its common stock.
Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------
On February 20, 2001, the Company issued 28,572 shares of "unregistered"
and "restricted" shares of common stock to each of its officers and directors;
Jeff Keith, Quinton Hamilton and Shane Kirk, for a total issuance of 85,716
shares. These shares were issued for services at par value of $0.001. We believe
that the offer and sale of these securities was exempt from the registration
requirements of the Securities Act, pursuant to Sections 4(2) and 4(6) thereof,
and Regulation D of the Securities and Exchange Commission and from various
similar state exemptions.
Except for the sale of these securities, there have been no sales of
"restricted securities" or other securities of the Company during the past three
years.
Item 6. Management's Discussion and Analysis or Plan of Operation.
-------------------------------------------------------------------
Plan of Operation.
------------------
On or about November 5, 2002, the Company signed a non-binding Letter of
Intent to exchange shares of the Company's common stock for all of the issued
and outstanding shares of Christopher's Original Formulas, Inc., a Nevada
corporation. The terms of the share exchange agreement can be found in the Form
8-K Current Report dated November 6, 2002, which was filed with the Securities
and Exchange Commission on or about November 8, 2002 and which is incorporated
herein by this reference.
On or about March 27, 2003, the Company abandoned its Letter of Intent with
Christopher's Original Formulas, Inc., a Nevada corporation.
Other than the aforementioned, the Company has not engaged in any material
operations or had any revenues from operations during the last two calendar
years. The Company's plan of operation for the next 12 months is to continue to
seek the acquisition of assets, properties or businesses that may benefit the
Company and its stockholders. Management anticipates that to achieve any such
acquisition, the Company will issue shares of its common stock as the sole
consideration for such acquisition.
During the next 12 months, the Company's only foreseeable cash requirements
will relate to maintaining the Company in good standing or the payment of
expenses associated with reviewing or investigating any potential business
venture, which may be advanced by management or principal stockholders as loans
to the Company. Because the Company has not identified any such venture as of
the date of this Annual Report, it is impossible to predict the amount of any
such loan. However, any such loan will not exceed $25,000 and will be on terms
no less favorable to the Company than would be available from a commercial
lender in an arm's length transaction. As of the date of this Annual Report, the
Company has not actively begun to seek any such venture. No advance or loan from
any affiliate will be required to be repaid as a condition to any agreement with
future acquisition partners.
Results of Operations.
----------------------
The Company has had no material operations for over five years. The Company
incurred income of $3,026, for the year ended December 31, 2003; and ($8,925)
for the year ended December 31, 2002. Primarily all of these expenses were
utilized for attorney's fees and accounting fees.
Other than seeking the acquisition of assets, properties or businesses that
may benefit the Company and its stockholders, the Company has had no material
business operations in the two most recent calendar years, or in the last five
years.
At December 31, 2003, the Company's had no assets. See the Index to
Financial Statements, Item 7 of this Report.
Liquidity.
---------
During the year ended December 31, 2003, advances by a principal
stockholder amounted to $2,943; the amount of $8,925 was similarly contributed
during the year ended December 31, 2002.
Item 7. Financial Statements.
------------------------------
Independent Auditors' Report
Balance Sheet -- December 31, 2003
Statements of Operations for the years ended December 31, 2003 and 2002,
and for the period from Reactivation [November 1, 1999] through December
31, 2003
Statements of Stockholders' Deficit for the period from Reactivation
[November 1, 1999] through December 31, 2003
Statements of Cash Flows for the years ended December 31, 2003 and 2002,
and for the period from Reactivation [November 1, 1999] through December
1, 2003
Notes to Financial Statements
Seven Ventures, Inc.
[A Development Stage Company]
Financial Statements and Independent Auditors' Report
December 31, 2003
Seven Ventures, Inc.
[A Development Stage Company]
TABLE OF CONTENTS
Page
Independent Auditors' Report 1
Balance Sheet -- December 31, 2003 2
Statements of Operations for the years ended December 31, 2003 and 2002,
and for the period from Reactivation [November 1, 1999] through December
31, 2003 3
Statements of Stockholders' Deficit for the period from Reactivation
[November 1, 1999] through December 31, 2003 4
Statements of Cash Flows for the years ended December 31, 2003 and 2002,
and for the period from Reactivation [November 1, 1999] through December
1, 2003 5
Notes to Financial Statements 6 -- 8
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Seven Ventures, Inc. [a development stage company]
We have audited the accompanying balance sheet of Seven Ventures, Inc. [a
development stage company] as of December 31, 2003, and the related statements
of operations, stockholders' deficit, and cash flows for the years ended
December 31, 2003 and 2002, and for the period from Reactivation [November 1,
1999] through December 31, 2003. 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 of America. Those standards require that we plan
and perform the 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 financial statements referred to above present fairly,
in all material respects, the financial position of Seven Ventures, Inc. [a
development stage company] as of December 31, 2003, and the results of
operations and cash flows for the years ended December 31, 2003 and 2002, and
for the period from reactivation through December 31, 2003, in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has accumulated losses from operations, has no
assets, and has a net working capital deficiency that raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Mantyla McReynolds
Salt Lake City, Utah
March 5, 2004
Seven Ventures, Inc.
[A Development Stage Company]
Balance Sheet
December 31, 2003
ASSETS
Assets
Total Current Assets $ 0
------------------
Total Assets $ 0
==================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Current Liabilities:
Loan from shareholders - Note 4 $ 16,116
------------------
Total Current Liabilities 16,116
Total Liabilities 16,116
Stockholders' Deficit:
Preferred Stock - 5,000,000 shares authorized having a
par value of $.001 per share; no shares issued and
outstanding 0
Common Stock - 250,000,000 shares authorized having
a par value of $.001 per share; 340,823 shares issued
and outstanding - Note 5 340
Additional paid-in Capital 602,883
Accumulated deficit prior to development stage (601,723)
Deficit accumulated during the development stage (17,616)
------------------
Total Stockholders' Deficit (16,116)
------------------
Total Liabilities and Stockholders' Deficit $ 0
==================
See accompanying notes to financial statements.
2
Seven Ventures, Inc.
[A Development Stage Company]
Statements of Operations
For the years ended December 31, 2003 and 2002, and for the period from Reactivation
[November 1, 1999] through December 31, 2003
Year Year Reactivation
ended ended through
December December December
31, 2003 31, 2002 31, 2003
-------------- --------------- ---------------
Revenues $ 0 $ 0 $ 0
General & Administrative Expenses 2,943 8,925 23,585
Other Income / Expense
-------------- --------------- --------------
Operating Income (2,943) (8,925) (23,585)
Relief of Debt - Note 6 5,969 5,969
-------------- --------------- --------------
Net Income Before Income Taxes 3,026 (8,925) (17,616)
Current Year Provision for Income Taxes 0 0 0
-------------- --------------- ---------------
Net Income $ 3,026 $ (8,925) $ (17,616)
============== =============== ===============
Income Per Share $ 0.01 $ (0.03) $ (0.06)
============== =============== ===============
Weighted Average Shares Outstanding 340,823 340,823 311,029
============== =============== ===============
See accompanying notes to financial statements.
3
Seven Ventures, Inc.
[A Development Stage Company]
Statements of Stockholders' Deficit
For the period from Reactivation [November 1, 1999] through December 31, 2003
Additional Net
Common Common Paid-in Accumulated Stockholders'
Shares Stock Capital Deficit Deficit
------------ ---------- ------------ ------------- -------------
Balance at reactivation,
[November 1, 1999] 44,627,491 $ 44,627 $ 555,596 $ (601,723) $ (1,500)
Reverse split effective December
16, 2002 (44,368,082) (44,368) 44,368
Net loss for the period
November 1, 1999 through
December 31, 1999 0 0
------------ ---------- ------------ ------------- -------------
Balance, December 31, 1999 259,409 259 599,964 (601,723) (1,500)
Net loss for year ended
December 31, 2000 (5,269) (5,269)
------------ ---------- ------------ ------------- -------------
Balance, December 31, 2000 259,409 259 599,964 (606,992) (6,769)
Issued common stock for
services at $0.0002 85,714 86 2,914 3,000
Net loss for year ended
December 31, 2001 (6,448) (6,448)
------------ ---------- ------------ ------------- -------------
Balance, December 31, 2001 345,123 345 602,878 (613,440) (10,217)
Net loss for year ended
December 31, 2002 (8,925) (8,925)
------------ ---------- ------------ ------------- -------------
Balance, December 31, 2002 345,123 $ 345 $ 602,878 $ (622,365) $ (19,142)
Net income for the year
ended December 31, 2003 3,026 3,026
------------ ---------- ------------ ------------- -------------
Rounding for prior
reverse split (5) 5
Balance,December 31, 2003 345,123 340 602,883 (619,339) (16,116)
============ ========== ============ ============= =============
See accompanying notes to financial statements.
4
Seven Ventures, Inc.
[A Development Stage Company]
Statements of Cash Flows
For the years ended December 31, 2003 and 2002, and for the period from Reactivation
[November 1, 1999] through December 31, 2003
Year Year Reactivation
ended ended through
December December December
31, 2003 31, 2002 31, 2003
------------ ----------- -------------
Cash Flows Provided by/(Used for) Operating Activities
Net Income (Loss) 3,026 $ (8,925) $ (17,616)
Adjustments to reconcile net income to net cash provided
by
operating activities:
Issued stock for services 0 0 3,000
Increase in current liabilities (5,969) 5,969 (1,500)
Increase in shareholder loan 2,943 2,956 16,116
------------ ----------- -------------
Net Cash Used for Operating Activities 0 0 0
Net Increase/(Decrease) in Cash 0 0 0
Beginning Cash Balance 0 0 0
------------ ----------- -------------
Ending Cash Balance $ 0 $ 0 $ 0
============ =========== =============
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $ 0 $ 0 $ 0
Cash paid during the year for income taxes 0 0 0
============ =========== =============
See accompanying notes to financial statements.
5
Seven Ventures, Inc.
[A Development Stage Company]
Notes to Financial Statements
December 31, 2003
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization
Seven Ventures, Inc., incorporated under the laws of the state of Nevada on
August 7, 1985 under the name of Victory Development Corporation. In September
of 1988 the Company combined with Entertainment Resource Group, Inc, in a
reverse purchase transaction. In November of 1988 the Company changed its name
to Seven Ventures, Inc. The Company engaged in various activities in the
entertainment industry but became inactive in 1990. The Company was dormant
until November 1, 1999 when it was reactivated.
The Company is currently in the development stage and is seeking new
business opportunities.
The financial statements of the Company have been prepared in accordance
with U. S. generally accepted accounting principles. The following summarizes
the more significant of such policies:
(b) Income Taxes
The Company applies the provisions of Statement of Financial Accounting
Standards No. 109 [the Statement], Accounting for Income Taxes. The Statement
requires an asset and liability approach for financial accounting and reporting
for income taxes, and the recognition of deferred tax assets and liabilities for
the temporary differences between the financial reporting basis and tax basis of
the Company's assets and liabilities at enacted tax rates expected to be in
effect when such amounts are realized or settled. Prior years' financial
statements have not been restated to apply the provisions of the Statement. The
cumulative effect of this change in accounting for income taxes as of December
31, 2003 is $0 due to the valuation allowance established as described in Note
3.
(c) Net Loss Per Common Share
In accordance with Financial Accounting Standards No. 128, "Earnings Per
Share," basic loss per common share is computed using the weighted average
number of common shares outstanding. Diluted earnings per share is computed
using weighted average number of common shares plus dilutive common share
equivalents outstanding during the period using the treasury stock method. There
are no common stock equivalents as of December 31, 2003.
6
Seven Ventures, Inc.
[A Development Stage Company]
Notes to Financial Statements
December 31, 2003
[Continued]
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
[continued]
(d) Statement of Cash Flows
For purposes of the statements of cash flows, the Company considers cash on
deposit in the bank to be cash. The Company had $0 cash at December 31, 2003.
(e) Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
NOTE 2 LIQUIDITY/GOING CONCERN
The Company has accumulated losses since inception amounting to $619,339,
including $17,616 since reactivation. It has no assets and has a net working
capital deficiency at December 31, 2003. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
Management plans include finding a well-capitalized merger candidate to
recommence its operations. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
NOTE 3 INCOME TAXES
Below is a summary of deferred tax asset calculations on net operating loss
carry forward amounts. Loss carry forward amounts expire at various times
through 2023. A valuation allowance is provided when it is more likely than not
that some portion of the deferred tax asset will not be realized.
7
Seven Ventures, Inc.
[A Development Stage Company]
Notes to Financial Statements
December 31, 2002
[Continued]
NOL
Description Balance Tax Rate
Federal Income Tax $17,616 $2,642 15%
Valuation allowance (2,642)
-------------
Deferred tax asset 12/31/2003 $0
The allowance has increased $454 from $3,096, as of December 31, 2002 due
to the Company's ability to utilize a portion of their net operating loss
carryforward.
NOTE 4 RELATED PARTY TRANSACTIONS
During the reactivation period through December 31, 2003, stockholders have
paid operating expenses on behalf of the Company in the amount of $16,116. The
Company has recorded a liability for these expenses to the stockholders. The
unsecured loan bears no interest and is due on demand.
NOTE 5 COMMON STOCK
On December 16, 2002 the company reverse split it's outstanding common
stock on the basis of 1 for 175, while retaining the current par value of
$0.001, with no stockholder to being reduced below 100 shares, on a per
stockholder of record basis.
In 2001, the Company issued 28,571 post reverse split shares of common
stock to each of three officers for services rendered. The shares were valued at
$0.04 per share or $1,000 per officer. The 85,714, $0.001 par value shares
issued are "unregistered" and "restricted" and are deemed fully resolved and
non-assessable.
NOTE 6 RELIEF OF DEBT
On December 31, 2003, the Company had accrued a liability for attorney
fees, of $5,969 associated with a Letter of Intent proposing an agreement and
plan of reorganizatin with Christopher's Original Formulas, Inc. In 2003, the
agreement failed to consummate. Christopher's paid the attorney fees on behalf
of the Company.
8
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------
Mantyla, McReynolds & Associates, 5872 South 900 East, Suite 250, Salt Lake
City, Utah 84121, has been retained as the Company's auditor for the past three
years. There has been no disagreement between the Company and its auditor during
this time.
PART III
Identification of Directors and Executive Officers.
---------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified, or their prior resignation or termination.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
---- ---- ----------- --------------
Jeff Keith ..........President, 11/99 *
Director
Shane Kirk ..........Secretary, 11/99 *
Quinton Hamilton ....Treasurer 11/99 *
Director
* These persons presently serve in the capacities indicated.
Business Experience.
--------------------
Jeff Keith, President and director, is 32 years old. Mr. Keith graduated
from the University of Utah in 1995 with a B.S. in Communications. Mr. Keith
worked as a Business Manager for Acosta Sales and Marketing from January 1998 to
October 2000. Mr. Keith is currently an Account Executive for Hormel Foods
Corporation.
Shane Kirk, Secretary and director, is 31 years old. Mr. Kirk graduated
from the University of Utah in 1995 with a B.A. in Communications. Mr. Kirk has
been employed by Market Logic, Inc. as a Manager of Manufacturer Sales since
November 1998. Previously, Mr. Kirk worked for A-1 International Foods in
various positions from January 1996 to 1998.
Quinton Hamilton, Treasurer and director, is 33 years old. Mr. Hamilton
attended the University of Utah from 1990 to 1995, at which time he graduated
with a B.A. Mr. Hamilton worked as an account representative/coordinator with
the marketing firm of Scopes, Garcia and Carlisle, located in Salt Lake City,
Utah, for two years ending June 1997. Mr. has worked as a Marketing Associate
for City Search of Salt Lake City Utah. Mr. Hamilton was employed as an
electronic customer relations manager for Reynolds and Reynolds. Mr. Hamilton is
currently employed by Siebl, the worlds leading provider of customer
relationship management software.
Committees
----------
There are no established committees.
Significant Employees.
----------------------
The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.
Family Relationships.
---------------------
There are no family relationship between any officers and directors.
Involvement in Certain Legal Proceedings.
-----------------------------------------
Except as stated above, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person of
the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
Code of Ethics.
---------------
The Company is in the process of adopting a Code of Ethics for our
executive officers. We expect to adopt such a Code of Ethics at our next Board
of Directors meeting.
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
The Company believes its officers and directors as well as the 10%
shareholder's of the Company have previously filed the required documentation
with the Securities and Exchange Commission, however, there is no way for the
Company to verify this.
Item 10. Executive Compensation.
--------------------------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricte dlying Pay- Comp-
Position Ended ($) ($) Compen- Stock Options outs ensat'n
-----------------------------------------------------------------
Jeff Keith 12/31/01 0 0 0 28,571* 0 0 0
President, 12/31/02 0 0 0 0 0
Director 12/31/03 0 0 0 0 0 0 0
Shane Kirk 12/31/01 0 0 0 28,571* 0 0 0
Secretary 12/31/02 0 0 0 0 0 0 0
and Director12/31/03 0 0 0 0 0 0 0
Quinton
Hamilton, 12/31/01 0 0 0 28,571* 0 0 0
Secretary 12/31/02 0 0 0 0 0 0 0
and Director12/31/03 0 0 0 0 0 0 0
* These figures take into account the Company's 1 for 175 reverse split,
effective December 16, 2002
** See the caption "Recent Sales of Unregistered Securities"
Other than the aforementioned, no cash compensation, deferred compensation
or long-term incentive plan awards were issued or granted to the Company's
management during the calendar years ending December 31, 2003, 2002, or 2001, or
the period ending on the date of this Report.
Compensation of Directors.
--------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of the Company's directors
was compensated during the Company's last completed calendar year for any
service provided as director.
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or any subsidiary, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
------------------------------------------------
The following table sets forth the shareholdings of those persons who
beneficially own more than five percent of the Company's common stock as of
December 31, 2003, with the computations being based upon 340,823 shares of
common stock being outstanding. These figures take into account the Company's
reverse split which became effective on or about December 16, 2002.
Number of Shares Percentage
Name Beneficially Owned of Class (1)
---------------- ------------------ --------
Quinton Hamilton ............... 28,571 8.4%
2059 E. Royal Harvest Way #21
Salt Lake City, UT 84121
Duane S. Jenson (1) ............ 19,505 5.7%
5525 S. 900 E., Suite 110
Salt Lake City, UT 84117
Jeff Keith ..................... 28,571 8.4%
4778 S. Hanauer Street
Murray, UT 84107
Shane Kirk ..................... 28,571 8.4%
1945 Westminster Avenue
Salt Lake City, UT 84108
Ralph M. Wilkerson (2) ......... 80,151 23.5%
45 Dale Drive
Cody, WY 82414
TOTALS: 185,368 54.3%
(1) A total of 2,905 of these shares are held by Jenson Services, Inc., a
Utah corporation. Due to Mr. Jenson's ownership of Jenson Services, Mr. Jenson
may be deemed to be the beneficial owner of all shares held in Jenson Services
name.
(2) A total of 6,182 of these shares are held by Mr. Wilkerson's wife,
Shirley A. Wilkerson. Due to their marital relationship, Mr. Wilkerson may be
deemed to be the beneficial owner of all shares held in Mrs. Wilkerson's name.
Security Ownership of Management.
---------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as of December 31, 2003. These figures take into account
the Company's reverse split which became effective on our about December 16,
2002.
Number of Percentage of
Name and Address Shares Beneficially Owned of Class *
---------------- ------------------------- --------
Quinton Hamilton ........................... 28,571 8.4%
2059 E. Royal Harvest Way #21
Salt Lake City, UT 84121
Jeff Keith ................................. 28,571 8.4%
4778 S. Hanauer Street
Murray, UT 84107
Shane Kirk ................................. 28,571 8.4%
1945 Westminster Avenue
Salt Lake City, UT 84108
TOTALS ..................................... 85,713 25.2%
Changes in Control.
-------------------
On or about November 5, 2002, the Company signed a non-binding Letter of
Intent to exchange shares of the Company's common stock for all of the issued
and outstanding shares of Christopher's Original Formulas, Inc., a Nevada
corporation. The terms of the share exchange agreement can be found in the Form
8-K Current Report dated November 6, 2002, which was filed with the Securities
and Exchange Commission on or about November 8, 2002 and which is incorporated
herein by this reference.
On or about March 27, 2003, the Company abandoned its Letter of Intent
proposal with Christopher's Original Formulas, Inc., a Nevada corporation.
Other than the aforementioned, there are no present arrangements or pledges
of the Company's securities which may result in a change in control of the
Company.
Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------
Transactions with Management and Others.
----------------------------------------
For a description of transactions between members of management, five
percent stockholders, "affiliates", promoters and finders, see the caption
"Sales of 'Unregistered' and 'Restricted' Securities Over the Past Three Years"
of Item I.
Item 13. Exhibits and Reports on Form 8-K.
------------------------------------------
Reports on Form 8-K.
--------------------
On or about March 27 2003, the Company filed an amended 8-K Current Report
with the Securities and Exchange Commission, which is incorporated herein by
this reference. The aforementioned 8-K Current Report, as amended, announced the
Company had abandoned its Letter of Intent proposal with Christopher's Original
Formula's, Inc., a Nevada corporatin.
Exhibits.
---------
None; Not Applicable
Item 14. Controls and Procedures.
----------------------------------
Within 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participatin of our President and
Secretary/Treasurer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on this evaluation, our President and
Secretary/Treasurer concluded that our disclosure controls and procedures are
effective in timely alerting them to material information required to be
included in our periodic Securities and Exchange Commission reports. It should
be noted that the design of any system of controls is based in part upon cetain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote. In addition, we reviewed our
internal controls, 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 their last evaluation.
Item 15. Principal Accounting Fees and Services.
-------------------------------------------------
The Following is a summary of the fees billed to the Company by its
principal accountants during the fiscal years ended December 31, 2003 and 2002:
Fee category 2003 2002
------------ ---- ----
Audit fees $ 1,616 $ 1,328
Audited-related fees $ 880 $ 662
Tax fees $ 175 $ 200
All other fees $ 0 $ 0
----- -----
Total fees $ 2,671 $ 2,190
Audit Fees. Consists of fees for professional services rendered by our
principal accountants for the audit of the Company's annual financial statements
and review of the financial statements included in the Company's Forms 10-QSB or
services that are normally provided by our principal accountants in connection
with statutory and regulatory filings or engagements.
Audit-related fees. Consists of fees for assurance and related services by
our principal accountants that are reasonably related to the performance of the
audit or review of the Company's financial statements and are not reported under
"Audit fees."
Tax fees. Consists of fees for professional services rendered by our
principal accountants for tax compliance, tax advice and tax planning.
All other fees. Consists of fees for products and services provided by our
principal accountants, other than the services reported under "Audit fees,"
"Audit-related fees," and "Tax fees" above.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors.
---------------------------------
The Company has not adopted an Audit Committee, therefore, there is no
Audit Committee policy in this regard. However, the Company does not require
approval in advance of the performance of professional services to be provided
to the Company by its principal accountant. Additionally, all services rendered
by our principal acountant are performed pursuant to a written engagement letter
between us and the principal accountant.
DOCUMENTS INCORPORATED BY REFERENCE
--14C Definitive Information Statement as filed with the Securities and
Exchange Commission on or about November 22, 2002, which is incorporated herein
by this reference.
--8K Current Report dated November 6, 2002, as filed with the Securities
and Exchange Commission on or about November 6, 2002.
--8K Current Report, as amended, dated March 27, 2003, as filed with the
Securities and Exchange Commission on or about March 27, 2003.
--Annual Report on Form 10KSB for the fiscal year ended 12-31-01, as filed
with the Securities and Exchange Commission on or about April 1, 2002.
--Annual Report on Form 10KSB for the fiscal year ended 12-31-02, as filed
with the Securities and Exchange Commission on or about April 1, 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Seven Ventures, Inc.
Date: 3-23-04 By/S/ Jeff W. Keith
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:
Seven Ventures, Inc.
Date: 3-23-04 By/S/Jeff W. Keith
President and Director
Date: 3/23/04 By/S/Shane Kirk
Secretary/Treasurer and Director
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeff W. Keith, President of Seven Ventures, Inc. (the "Registrant"),
certify that:
1. I have reviewed this Annual Report on Form 10-KSB of the Registrant;
2. Based on my knowledge, this Annual 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 Annual
Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Annual 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 Annual 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 we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, 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 Annual 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
Annual Report (the "Evaluation Date"), and presented in this Annual Report
our conclusions about the effectiveness of the disclosure controls and
procedures; and
c) disclosed in this Annual Report any change in the Registrant's
internal control over financial reporting that occurred during the
Registrant's most recent fiscal quarter, that has materialy affected, or is
reasonably likely to materially affect, the Registrant's internal control
over financial reporting;
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
function);
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 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 over financial reporting.
Dated: 3-23-04 Signature: Jeff W. Keith
----------------- -----------------------
Jeff W. Keith
President
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Shane T. Kirk, Secretary, Treasurer of Seven Ventures, Inc. (the
"Registrant"), certify that:
1. I have reviewed this Annual Report on Form 10-KSB of the Registrant;
2. Based on my knowledge, this Annual 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 Annual
Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Annual 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 Annual 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 we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, 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 Annual 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
Annual Report (the "Evaluation Date"), and presented in this Annual Report
our conclusions about the effectiveness of the disclosure controls and
procedures; and
c) disclosed in this Annual Report any change in the Registrant's
internal control over financial reporting that occurred during the
Registrant's most recent fiscal quarter, that has materialy affected, or is
reasonably likely to materially affect, the Registrant's internal control
over financial reporting;
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
function);
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 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 over financial reporting.
Dated: 3-23-04 Signature: By/S/ Shane T.Kirk
----------------- -----------------
Shane T. Kirk
Secretary,Treasurer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Seven Ventures, Inc.(the
"Registrant") on Form 10-KSB for the year ending December 31, 2003, as filed
with the Securities and Exchange Commission on the date hereof (the "Annual
Report"), We, Jeff W. Keith, President and director and Shane T. Kirk,
Secretary,Treasurer and director of the Registrant, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Annual 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 Annual Report fairly presents,
in all material respects, the financial condition and result of operations of
the Registrant.
By/S/ Jeff W. Keith
-----------------
Jeff W. Keith
President and Director
Dated this 23rd day of March, 2004
By/S/ Shane T. Kirk
-----------------
Shane T. Kirk
Secretary, Treasurer and Director
Dated this 23rd day of March, 2004