U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
-------------- ------------------
Commission File No. 33-1026-D
-----------------------------
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 South Highland Dr., Suite 202
Salt Lake City, UT 94117
------------------------
(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)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
---- ---- ---- ----
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS)
None; Not Applicable.
(APPLICABLE ONLY TO CORPORATE ISSUERS)
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date:
April 26, 2004
Common Voting Stock
340,823
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is contained in
Item 6 of this Report.
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements.
The Financial Statements of the Registrant required to be filed with this
10-QSB Quarterly Report were prepared by management and commence on the
following page, together with related Notes. In the opinion of management, the
Financial Statements fairly present the financial condition of the Registrant.
SEVEN VENTURES, INC.
BALANCE SHEETS
March 31, 2004 and December 31, 2003
03/31/2004 12/31/2003
----------------- -----------------
[Unaudited]
ASSETS
Assets .................................................................. $ 0 $ 0
--------- ---------
Total Assets ................................................. $ 0 $ 0
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable .................................................. $ 0 $ 0
Loans from stockholders ........................................... $ 22,332 $ 16,116
--------- ---------
Total Current Liabilities .................................... 22,332 16,116
Total Liabilities ............................................ 22,332 16,116
--------- ---------
Stockholders' Deficit:
Preferred Stock - 5,000,000 shares authorized having
a par value of $0.001 per share; no shares
issued and outstanding
Common Stock, $0.001 par value;
authorized 250,000,000 shares; issued and
outstanding, 340,823 ......................................... 340 340
Additional Paid-in Capital ........................................ 602,882 602,882
Accumulated deficit prior to development stage .................... (601,723) (601,723)
Deficit accumulated during the development stage .................. (23,832) (17,616)
Total Stockholders' Deficit .................................. (22,332) (16,116)
--------- ---------
Total Liabilities and Stockholders' Deficit .................. $ 0 $ 0
========= =========
NOTE TO FINANCIAL STATEMENTS:
Interim financial statements reflect all adjustments which are, in the
opinion of management, necessary to a fair statement of the results for the
periods. The December 31, 2003 balance sheet has been derived from the audited
financial statements. These interim financial statements conform with the
requirements for interim financial statements and consequently do not include
all the disclosures normally required by generally accepted accounting
principles.
SEVEN VENTURES, INC.
STATEMENTS OF OPERATIONS
For the Three Month Periods Ended March 31, 2004 and 2003
and for the period from Reactivation [November 1, 1999] through March 31, 2004
Three Months Three Months Reactivation
Ended Ended Through
06/30/2003 06/30/2002 06/30/2003
---------------- --------------- -----------------
[Unaudited] [Unaudited] [Unaudited]
REVENUE
Income $ 0 $ 0 $ 0
---------------- --------------- -----------------
NET REVENUE 0 0 0
General and Administrative 6,216 2,767 29,801
Net Income Before Taxes $ (6,216) $ (2,767) $ (29,801)
================ =============== =================
Income/Franchise taxes 0 0 5,969
Net loss (6,216) (2,767) (23,832)
Loss Per Share $ (0.02) $ (0.01) $ (0.07)
================ =============== =================
Weighted Average Shares Outstanding 340,823 340,823 318,092
================ =============== =================
SEVEN VENTURES, INC.
STATEMENTS OF CASH FLOWS
For the Three Month Periods Ended March 31, 2004 and 2003
and for the period from Reactivation [November 1, 1999] through March 31, 2004
Three Months Three Months Reactivation
Ended Ended Through
03/31/2004 03/31/2004 03/31/2004
------------- ------------- -----------
[Unaudited] [Unaudited] [Unaudited]
Cash Flows Used For Operating Activities
----------------------------------------
Net Loss $ (6,216) $ (2,767) $ (23,832)
Adjustments to reconcile net loss to net cash
used in operating activities:
Issued stock for Services 3,000
Increase/(Decrease) in current liabilities 0 0 (1,500)
Increase/(Decrease) in loans from shareholder 6,216 2,767 22,332
------------- ------------- -----------
Net Cash Used For Operating Activities 0 0 0
============= ============= ===========
Cash Flows Provided by Financing Activities
-------------------------------------------
Net Increase In Cash 0 0 0
Beginning Cash Balance 0 0 0
Ending Cash Balance $ 0 $ 0 $ 0
------------- ------------- ------------
Item 2.Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
The Company has not engaged in any material operations in the period ending
March 31, 2004, or for the past twelve calendar years.
On or about April 15, 2004, subsequent to the period covered by this
Quarterly Report, the Company announced that it has entered a Merger Agreement
with Check Services, Inc. Pending fulfillment of certain conditions, the Company
anticipates closing the merger in mid May.
Check Services, Inc.("Chex")was organized as a Minnesota corporation in
July 1992. Chex was formed to provide comprehensive cash access services to
casinos, and other gaming establishments, while also marketing their products a
la carte to other establishments in the casino, entertainment, and hospitality
industries.
Chex's total funds transfer system allows casino patrons to access cash
through check cashing, credit/debit card cash advances, automated teller
machines and wire transfers. Chex's check and credit card advance systems allow
it to compile detailed demographic data about patrons that utilize these
services. The collected patron demographic data is then provided to the casino
operators and can be used in their marketing efforts.
As of March 31, 2004, Chex had contracts to provide its cash access
products and services in forty four (44) locations throughout the United States.
At each of these locations Chex can provide any one or a combination of: check
cashing; credit /debit card cash advance systems; and ATM terminals. Chex either
staffs the locations with its personnel or provides its products and services to
the locations based upon the contract with the location.
Other than the aforementioned, during the next 12 months, the Company's
only foreseeable cash requirements will relate to maintaining the Company in
good standing. If additional moneys are needed, they may be advanced by
management or principal stockholders as loans to the Company. However, any such
loan will not exceed $50,000 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.
Results of Operations.
During the quarterly period ended March 31, 2004, the Company had no
business operations. During this period, the Company received total revenues of
$0 and had a loss of $6,216.
Liquidity.
At March 31, 2004, the Company had total current assets of $0 and total
liabilities of $22,332.
Controls and Procedures.
An evaluation was performed under the supervision and with the
participation of the Company's management, including the President and
Treasurer, regarding the effectiveness of the design and operation of the
Company's disclosure controls and procedures within 90 days before the filing
date of this quarterly report. Based on that evaluation, the Company's
management, including the President and Treasurer, concluded that the Company's
disclosure controls and procedures were effective. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to their evaluation.
PART II - OTHER INFORMATION
Item 1.Legal Proceedings.
------------------------
None; not applicable.
Item 2.Changes in Securities.
-----------------------------
None; not applicable.
Item 3.Defaults Upon Senior Securities.
---------------------------------------
None; not applicable.
Item 4.Submission of Matters to a Vote of Security Holders.
-----------------------------------------------------------
None; not applicable.
Item 5.Other Information.
-------------------------
On or about April 15, 2004, subsequent to the period covered by this
Quarterly Report, the Company announced that it had entered a Merger Agreement
with Check Services, Inc. Pending fulfillment of certain conditions, the Company
anticipates closing the merger in mid May.
Chex Services, Inc.("Chex")was organized as a Minnesota corporation in July
1992. Chex was formed to provide comprehensive cash access services to casinos,
and other gaming establishments, while also marketing their products a la carte
to other establishments in the casino, entertainment, and hospitality
industries.
Chex's total funds transfer system allows casino patrons to access cash
through check cashing, credit/debit card cash advances, automated teller
machines and wire transfers. Chex's check and credit card advance systems allow
it to compile detailed demographic data about patrons that utilize these
services. The collected patron demographic data is then provided to the casino
operators and can be used in their marketing efforts.
As of March 31, 2004, Chex had contracts to provide its cash access
products and services in forty four (44) locations throughout the United States.
At each of these locations Chex can provide any one or a combination of: check
cashing; credit /debit card cash advance systems; and ATM terminals. Chex either
staffs the locations with its personnel or provides its products and services to
the locations based upon the contract with the location.
Item 6.Exhibits and Reports on Form 8-K.
----------------------------------------
(a)Exhibits.*
None; not applicable.
(b)Reports on Form 8-K.
On or about April 15, 2004, Subsequent to the period covered by this
Quarterly Report, the Company filed an 8-K Current Report outlining the terms of
the Merger Agreement with Chex Services, Inc. A copy of the 8-K Current Report
is included herein by this reference.
(c) Documents Incorporated by Reference
8-K Current Report as filed with the Securities and Exchange
Commission on or about April 15, 2004.
*A summary of any Exhibit is modified in its entirety by reference to the
actual Exhibit.
**These documents have been previously filed with the Securities and
Exchange Commission and are incorporated herein by this reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Seven Ventures, Inc.
Date: 4-26-04 By/S/ Jeff W. Keith
Jeff W. Keith
President and Director
Date: 4-26-04 By/S/ Shane Kirk
Shane Kirk
Secretary, Treasurer and Director
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeff W. Keith, President and Director of Seven Ventures, Inc., certify
that:
1. I have reviewed this Quarterly Report on Form 10-QSB of Seven Ventures,
Inc.;
2. Based on my knowledge, this 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 ot the perod covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly 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 Quarterly 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-15(e) and 15d-15(e) for the small business issuer and we
have:
a) designed such disclosure controls and procedures 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 Quarterly Report is being
prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by
this report based upon such evaluation; and
c) disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materialy
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of the internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
Dated: 4-26-04
By/S/ Jeff W. Keith
----------------------
Jeff W.Keith
President and Director
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Shane T. Kirk Secretary, Treasurer and Director of Seven Ventures, Inc.,
certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of Seven Ventures,
Inc.;
2. Based on my knowledge, this 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 ot the perod covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly 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 Quarterly 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-15(e) and 15d-15(e) for the small business issuer and we
have:
a) designed such disclosure controls and procedures 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 Quarterly Report is being
prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by
this report based upon such evaluation; and
c) disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materialy
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of the internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
Dated: 4-26-04
By/S/ Shane T. Kirk
------------------
Shane T.Kirk
Sec., Tres., and Director
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 Quarterly report of Seven Ventures, Inc., (the
"Company") on Form 10-QSB for the quarterly period ended March 31, 2004, as
filed with the Securities and Exchange Commission on the date hereof, (the
"Report"), I(We), Jeff W. Keith, President and Director and Shane T. Kirk,
Secretary/Treasurer and Director of the Company, 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 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 Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
By/S/ Jeff W. Keith
--------------------
Jeff W. Keith
President and Director
Dated this 26th day of April, 2004
By/S/ Shane T. Kirk
------------------
Shane T. Kirk
Secretary/Treasurer and Director
Dates this 26th day of April, 2004