Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10 - K
(Mark One)
[ x ] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Period year ended April 30, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ___________________
Commission file number: 333-144681
Nevaeh Enterprises Ltd.
----------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada
N/A
(State or other jurisdiction of incorporation or organization) (IRS
Employer Number)
58 Dongcheng District, Beijing, China 100027
----------------------------------------------------------
(Address of principal executive office)
949-419-6588
----------------------------------
(Issuer's telephone number)
n/a
-----------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act:
Yes o No x
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act:
Yes o No x
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 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:
Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act:
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act):
Yes o No X
The aggregate market value of Nevaeh Enterprises' Common Stock owned
by non-affiliates as of August 5, 2010 was nil.
Number of shares of each class of Nevaeh Enterprise's capital stock
outstanding as of August 5, 2010: 4,000,000 shares of common stock
1
Nevaeh Enterprises Ltd.
FORM 10-K
For the Fiscal Year ended April 30, 2010
Table of Contents
Part I
Item 1. Description of Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matters to a vote of Security
Holders
Part II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters and
Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of
Financial Condition and the Results of
Operations
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk
Item 8. Financial Statements and Supplementary Data
Management's Report on Internal Control
Over Financial Reporting
Report of Independent Registered Public
Accounting Firm
Part III
Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 10. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section
16(a) of the Exchange Act
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder Matters
Item 13. Exhibits and Financial Statements Schedules
Item 14. Principal Accountants Fees and Services
Signatures
2
FORWARD LOOKING STATEMENTS
CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K, OR THE
"REPORT," ARE "FORWARD-LOOKING STATEMENTS." THESE FORWARD-LOOKING
STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS ABOUT THE
PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS OF NEVAEH ENTERPRISES
LTD., A NEVADA CORPORATION AND OTHER STATEMENTS CONTAINED IN THIS
REPORT THAT ARE NOT HISTORICAL FACTS. FORWARD-LOOKING STATEMENTS IN
THIS REPORT OR HEREAFTER INCLUDED IN OTHER PUBLICLY AVAILABLE
DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE
"COMMISSION," REPORTS TO OUR SHAREHOLDERS AND OTHER PUBLICLY
AVAILABLE STATEMENTS ISSUED OR RELEASED BY US INVOLVE KNOWN AND
UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE OUR
ACTUAL RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS
TO DIFFER FROM THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR
OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
FORWARD-LOOKING STATEMENTS. SUCH FUTURE RESULTS ARE BASED UPON
MANAGEMENT'S BEST ESTIMATES BASED UPON CURRENT CONDITIONS AND THE
MOST RECENT RESULTS OF OPERATIONS. WHEN USED IN THIS REPORT, THE
WORDS "EXPECT," "ANTICIPATE," "INTEND," "PLAN," "BELIEVE," "SEEK,"
"ESTIMATE" AND SIMILAR EXPRESSIONS ARE GENERALLY INTENDED TO
IDENTIFY FORWARD-LOOKING STATEMENTS, BECAUSE THESE FORWARD-LOOKING
STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THERE ARE IMPORTANT
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS,
INCLUDING OUR PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS AND
OTHER FACTORS.
PART I
Item 1. Description of Business
Nevaeh Enterprises Ltd. was incorporated in the state of Nevada on
June 15, 2006. Nevaeh intends to operate as a software developer
which will create a software interface which will integrate existing
cellular phone devices with an automobile's existing navigation
system in order to relay text or email message through an
automobile's sound system or navigation display. The initial region
we plan to market our website to is in major city centers in China.
We currently have signed a contract with a local Chinese software
programmer to create and develop our proposed user interface. We
expect that we will have a working, beta stage software by the end
of June, 2011. We are currently making progress on our business
plan. We anticipate that in order for us to begin commercialization
and retail sale of our product, we will need to raise additional
capital. We currently do not have any specific plans to raise these
funds.
Principal Products or Services and Their Markets
We intend to commence operations as a software developer which will
create a software interface which will integrate existing cellular
phone devices with an automobile's existing navigation system in
order to relay text or email message through an automobile's sound
system or navigation display.
Our user interface is designed for the business person who is unable
to access digital communications due to long durations of commuting
by car. The advent and popularity of cellular text messaging and
wireless electronic mail devices has made the act of transmitting
business communications simple and convenient. More often than not,
a business person carrying a wireless or mobile device is constantly
pestered with company emails or messages from customers or clients.
As such, many business people feel the need to instantly read and
reply to any message they receive on their wireless device
immediately. This instant urge to access wireless communications,
however, can become irritating and, sometimes dangerous, when the
recipient of the message is driving, as the constant ringing and
anticipation of the message distracts the driver from attending to
the road. Some drivers will go as far to read and reply to their
message while driving, completely ignoring the dangers occurring on
the road.
Our user interface will alleviate the driver from distraction by
broadcasting all wireless messages through the automobile's existing
system. The user will have two methods in receiving the message:
either have the message digitally spoken through the car's audio
speakers or have the message visually displayed through the car's
navigation system. The user will be able to use voice commands in
order to access the user interface without taking their eyes off the
road or their hands off the steering wheel. Our proposed system will
function in the following way:
1) The user installs our user interface into their automobile, which
connects our user interface with the audio system and, if available,
the navigation system.
2) Before the user begins driving, the user will connect their
wireless messaging device or cellular device wirelessly using
bluetooth technology.
3) When the user receives a message through their wireless device,
the message is automatically forwarded into our user interface.
4) Our user interface will announce through the car's audio speakers
that a message has been received, and if available, the sender of
the message and the subject line of the message.
5) The user will then be able to issue a vocal command back towards
the system, either to ignore the message or to display the message
over the navigation system or to have the message digitally spoken
over the audio speakers.
6) If the user decides to have the message displayed or read, the
user will then also have the choice to reply to the message by
saying the reply out loud and having our user interface interpret
your voice and write a reply back to the sender.
Initially, our software will support both the English and Chinese
languages.
The initial market we plan to introduce our software to is the
Chinese market. The Company chose the Chinese market due to the
president's familiarity with this market and also due to lower labor
costs in software development.
Competition
The current market for aftermarket vehicle electronics in China is
highly fragmented and populated with many different developers
specializing in different niche segments. Most of these developers
are small in size and service only a limited amount of customers.
Most aftermarket developers sell their products through traditional
retail outlets or online through a Internet web store.
Insurance
Currently, we have no insurance coverage.
Government Regulation
We are currently not subject to any government regulations.
Offices
The Company's headquarters and executive address is located at 58
Dongcheng District, Beijing, China 100027. Our telephone number is
949-419-6588.
Employees
We currently do not have any employees.
Subsidiaries
We do not have any subsidiaries
Bankruptcy, Receivership, or Similar Proceedings
There has been no bankruptcy, receivership, or similar proceedings
Patents and Trademarks
We do not have any patents or trademarks
Legal Proceedings
We are not a party to any material legal proceeding, nor are any of
our officers, director or affiliates' a party adverse to us in any
legal proceeding.
Item 1A: Risk Factors
In addition to the other information in this report and our other
filings with the SEC, you should carefully consider the risks
described below. These risks are not the only ones facing us.
Additional risks and uncertainties not presently known to us or that
we currently believe to be immaterial may also impair our business
operations. If any of the following risks occur, our business,
financial condition or operating results could be materially and
adversely affected.
Risks associated with Nevaeh Enterprises Ltd.:
1. Our auditors have issued a going concern opinion. This means we
may not be able to achieve our objectives and may have to suspend or
cease operations. Our auditors have issued a going concern opinion
on the financial statements for the years ended April 30, 2008 and
2009. This means that there is substantial doubt that we can
continue as an ongoing business without additional financing and/or
generating profits. If we are unable to do so, we will have to cease
operations and you will lose your investment.
2. Because all of our assets and our officer and director are
located outside the United States of America, it may be difficult
for an investor to enforce within the United States any judgments
obtained against us or any of our officer and director. All of our
assets are located outside of the United States and we do not
currently maintain a permanent place of business within the United
States. In addition, our director and officer are a national and/or
resident of countries other than the United States, and all or a
substantial portion of such person's assets are located outside the
United States. As a result, it may be difficult for an investor to
effect service of process or enforce within the United States any
judgments obtained against us or our officer or director, including
judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof. In
addition, there is uncertainty as to whether the courts of China and
other jurisdictions would recognize or enforce judgments of United
States courts obtained against us or our director and officer
predicated upon the civil liability provisions of the securities
laws of the United States or any state thereof, or be competent to
hear original actions brought in China or other jurisdictions
against us or our director and officer predicated upon the
securities laws of the United States or any state thereof.
3. Because we have only one officer and director who are responsible
for our managerial and organizational structure, in the future,
there may not be effective disclosure and accounting controls to
comply with applicable laws and regulations which could result in
fines, penalties and assessments against us. We have only one
officer and director. He is responsible for our managerial and
organizational structure which will include preparation of
disclosure and accounting controls under the Sarbanes Oxley Act of
2002. When these controls are implemented, they will be responsible
for the administration of the controls. Should they not have
sufficient experience, they may be incapable of creating and
implementing the controls which may cause us to be subject to
sanctions and fines by the SEC which ultimately could cause you to
lose your investment.
4. Because our sole executive officer will only be devoting limited
time to our operations, our operations could be sporadic which may
result in periodic interruptions or suspensions of operations and a
lack of revenues which may cause us to cease operations. Qi Tang,
our sole executive officer will only be devoting limited time to our
operations. Mr. Tang will be devoting approximately thirty hours a
week to our operations. Because Mr. Tang will only be devoting
limited time to our operations, our operations may be sporadic and
occur at times which are convenient to Mr. Tang. As a result,
operations may be periodically interrupted or suspended which could
result in a lack of revenues and a possible cessation of operations.
5. Because we do not maintain any insurance, if a judgment is
rendered against us, we may have to cease operations. We do not
maintain any insurance and do not intend to maintain insurance in
the future. Because we do not have any insurance, if we are made a
party to a lawsuit, we may not have sufficient funds to defend the
litigation. In the event that we do not defend the litigation or a
judgment is rendered against us, we may have to cease operations.
6. Because all of our assets and our sole officer and director are
located outside the United States of America, it may be difficult
for an investor to enforce within the United States any judgments
obtained against us or any of our officer and director. All of our
assets are located outside of the United States. In addition, our
director and officer is a national and/or resident of countries
other than the United States, and all or a substantial portion of
such persons' assets are located outside the United States. As a
result, it may be difficult for an investor to effect service of
process or enforce within the United States any judgments obtained
against us or our officer or director, including judgments
predicated upon the civil liability provisions of the securities
laws of the United States or any state thereof. In addition, there
is uncertainty as to whether the courts of China or China or other
jurisdictions would recognize or enforce judgments of United States
courts obtained against us or our director and officer predicated
upon the civil liability provisions of the securities laws of the
United States or any state thereof, or be competent to hear original
actions brought in China or other jurisdictions against us, our sole
officer and our director predicated upon the securities laws of the
United States or any state thereof.
7. If we are not able to effectively respond to competition, our
business may fail. There are many small software developers that
sell software products which are similar to our proposed business
venture. Most of these competitors have established businesses with
a established customer base. We will attempt to compete against
these groups by offering a much higher quality product compared to
our competitors products with a more customizable product. However,
we cannot assure you that such a strategy will be successful, or
that competitors will not copy our business strategy. Our inability
to achieve sales and revenues due to competition will have an
adverse effect on our business operations and financial condition.
8. We need to raise additional investment capital in the future in
order to commence our business operations. If we are unable to raise
the required investment capital, you may lose all of your
investment. In the current economic environment; it is extremely
difficult for companies without profits or revenues, such as us, to
raise capital. We currently do not have a specific plan of how we
will obtain such funding; however, we anticipate that additional
funding will be in the form of equity financing from the sale of our
common stock. In the event we are not successful in selling our
common stock, we may also seek to obtain short-term loans from our
director, although no such arrangement has been made. At this time,
we cannot provide investors with any assurance that we will be able
to raise sufficient funding from the sale of our common stock or
through a loan from our director to meet our initial capital
requirement needs. If we are unable to raise the required financing,
we will be unable to proceed with our business plan and you may lose
your entire investment.
9. Because our articles of incorporation authorize the issuance of
50,000,000 shares of common stock, an investor faces the risk of
having their percentage ownership diluted in the future. We
anticipate that any additional funding will be in the form of equity
financing from the sale of our common stock. In the future, if we do
sell more common stock, your investment could be subject to
dilution. Dilution is the difference between what you pay for your
stock and the net tangible book value per share immediately after
the additional shares are sold by us. These shares may also be
issued without security holder approval and, if issued, may be
granted voting powers, rights, and preferences that differ from and
may be superior to those of the registered shares.
Item 1B: Unresolved Staff Comments
None
Item 2: Description of Property
The Company's headquarters and executive offices are located at 58
Dongcheng District, Beijing, China 100027. Our telephone number is
949-419-6588.
Item 3: Legal Proceedings
There are no existing, pending or threatened legal proceedings
involving Nevaeh Enterprises Ltd., or against any of our officers or
directors as a result of their involvement with the Company.
As of August 5, 2010 the Company does not retain a legal counsel.
Item 4: Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during
the fiscal period ended April 30, 2010.
Item 5: Market for Common Equity, Related Stockholder Matters and
Small Business Issuer Purchases of Equity Securities
The Company's Common stock is not presently listed under any
exchange. There is currently no active trading in our common stock
and there has been no active trading.
As of August 5 2010, there were approximately 30 stockholders of
record of the Company's Common Stock.
The Company has not paid any cash dividends to date, and it has no
intention of paying any cash dividends on its common stock in the
foreseeable future. The declaration and payment of dividends is
subject to the discretion of its Board of Directors. The timing,
amount and form of dividends, if any, will depend on, among other
things, results of operations, financial condition, cash
requirements and other factors deemed relevant by the Board of
Directors.
There are no outstanding options or warrants or convertible
securities to purchase our common equity.
The Company has never issued securities under and does not have any
equity compensation plan.
Item 6: Selected Financial Data
As of As of
April 30, 2010 April 30, 2009
Balance Sheet
Total Assets $251 $132
Total Liabilities $13,055 $8,255
Stockholders Equity
(Deficit) $(12,804) $(8,123)
For the For the
Year ended Year Ended
April 30, 2010 April 30, 2009
Income Statement
Revenues $ - $ -
Total Expenses $4,681 $4,977
Net Loss $(4,681) $(4,977)
Item 7: Management's Discussion and Analysis or Plan of Operation
The following discussion and analysis provides information which
management of Nevaeh Enterprises Ltd. (the "Company") believes to be
relevant to an assessment and understanding of the Company's results
of operations and financial condition. This discussion should be
read together with the Company's financial statements and the notes
to financial statements, which are included in this report.
Overview
Nevaeh Enterprises Ltd. was incorporated in the state of Nevada on
June 15, 2006. Nevaeh intends to operate as a software developer
which will create a software interface which will integrate existing
cellular phone devices with an automobile's existing navigation
system in order to relay text or email message through an
automobile's sound system or navigation display. The initial region
we plan to market our website to is in major city centers in China.
We currently have signed a contract with a local Chinese software
programmer to create and develop our proposed user interface. We
expect that we will have a working, beta stage software by the end
of June, 2011. We are making progress on our business plan. We
anticipate that in order for us to begin commercialization and
retail sale of our product, we will need to raise additional
capital. We currently do not have any specific plans to raise these
funds.
Results of Operations
Revenues
There were no revenues generated for the fiscal period ended April
30, 2010 and no revenues have been earned by the Company since it's
inception.
General & Administrative Expenses
General and administrative expenses totaled $4,681 for the fiscal
year ended April 30, 2010. This is compared to general and
administrative expenses totaling $4,977 for the fiscal year ended
April 30, 2009. This decrease in general and administrative expenses
is largely attributed to an decrease in fees paid for professional
services related to maintaining the Company for publicly reporting
status.
We experienced a net loss of $4,681 for the fiscal year ended April
30, 2010 compared to a net loss of $4,977 for the fiscal year ended
April 30, 2009.
Liquidity and Capital Resources
As of April 30, 2010, the Company had cash of $251. Management does
not expect that the current level of cash on hand will be sufficient
to fund our operation for the next twelve month period. In the event
that additional funds are required to maintain operations, our
officers and directors have agreed to advance us sufficient capital
to allow us to continue operations. We may also be able to obtain
loans from our shareholders, but there are no agreements or
understandings in place currently.
We believe that we will require additional funding to expand our
business and ensure its future profitability. We anticipate that any
additional funding will be in the form of equity financing from the
sale of our common stock. However, we do not have any agreements in
place for any future equity financing. In the event we are not
successful in selling our common stock, we may also seek to obtain
short-term loans from our director.
Item 7A: Quantitative and Qualitative Disclosures about Market Risk
Please see Item 1A above, "Risk Factors," for a discussion of these
and other risks and uncertainties we face in our business.
Item 8: Financial Statements
The financial statements required to be filed pursuant to this Item
8 begin on page F-1 of this report.
Item 9: Changes In Disagreements With Accountants on Accounting
and Financial Disclosure
The Financial Statements of the Company have been audited by Kenne
Ruan, CPA, P.C. for the fiscal year ended April 30, 2010 and April
30, 2009. There have been no changes in or disagreements with either
Kenne Ruan, CPA, P.C. on accounting and financial disclosure matters
at any time.
Item 9A: Controls and Procedures
Qi Tang, our Chief Executive Officer and Chief Financial Officer,
has conducted an evaluation of the effectiveness of disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14. Based
on that evaluation, taking into account our limited resources and
current business operations, they concluded that the disclosure
controls and procedures are effective in ensuring that all material
information required to be filed in this annual report has been made
known to them in a timely fashion. There have been no significant
changes in internal controls, or in other factors that could
significantly affect internal controls, subsequent to the date they
completed their evaluation
Evaluation Of Disclosure Controls And Procedures
The Company maintains controls and procedures designed to ensure
that information required to be disclosed in this report is
recorded, processed, accumulated, and reported to its management,
including the president and the treasurer, to allow timely decisions
regarding the required disclosure. Within the 90 days prior to the
filing date of this report, the Company's management, with the
participation of its president and treasurer, performed an
evaluation of the effectiveness of the design and operation of these
disclosure controls and procedures. Those officers have concluded
that such disclosure controls and procedures are effective at
ensuring that required information is disclosed in the Company's
reports.
Change in Internal Control
There were no significant changes in the Company's internal controls
or in other factors that could significantly affect these controls
subsequent to the evaluation date.
Item 9B: Other Information
None
Item 10: Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act
Officers and Directors
Each of our directors serves until his or her successor is elected
and qualified. Each of our officers is elected by the board of
directors to a term of one (1) year and serves until his or her
successor is duly elected and qualified, or until he or she is
removed from office. The board of directors has no nominating,
auditing or compensation committees.
The name, age, and position of our present officers and directors
are set forth below:
Name Age Position Held
Qi Tang 32 President, Principal Executive Officer,
Principal Financial Officer,Principal
Accounting Officer, Treasurer, Secretary,
and Director
Each director serves until our next annual meeting of the
stockholders or unless they resign earlier. The Board of Directors
elects officers and their terms of office are at the discretion of
the Board of Directors.
Background of officers and directors
Mr. Qi Tang has been Nevaeh Enterprise's president, principal
executive officer, principal financial officer, principal accounting
officer, treasurer and a director since the company's inception on
June 15, 2006. In 2003, Mr. Tang graduated from Chang Chun
University of Science and Technology in Chang Chun, Ji Lin with a
bachelor's degree in engineering focusing on electrical engineering.
From 2003 to the present date, Mr. Tang has been working as an
independent contractor assisting small businesses in China design
schematics for custom electronic solutions for businesses.
Audit Committee Financial Expert
We do not have an audit committee financial expert. We do not have
an audit committee financial expert because we believe the cost
related to retaining a financial expert at this time is prohibitive.
Further, because we are only beginning our commercial operations, at
the present time, we believe the services of a financial expert are
not warranted.
Conflicts of Interest
The only conflict that we foresee is that our officers and directors
devote time to projects that do not involve us.
SECTION 16(A) BENEFICIAL OWNER REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires
that the Company's directors, executive officers, and persons who
own more than 10% of registered class of the Company's equity
securities, or file with the Securities and Exchange Commission
(SEC), initial reports of ownership and report of changes in
ownership of common stock and other equity securities of the
Company. Officers, directors, and greater than 10% beneficial owners
are required by SEC regulation to furnish the Company with copies of
all Section 16(a) reports they file. As of the fiscal year ending
April 30, 2010, Form 3 reports were not timely filed by Qi Tang, the
Company's President.
Code of Ethics
The Company has adopted code of ethics for all of the employees,
directors and officers which is attached to this Annual Report as
Exhibit 14.1.
Item 11: Executive Compensation
The following table sets forth information with respect to
compensation paid by us to our officers and directors during the
three most recent fiscal years. This information includes the dollar
value of base salaries, bonus awards and number of stock options
granted, and certain other compensation, if any.
Summary Compensation Table
Name Year Salary $ Bonus $ Other Restricted Securities LTIP All Other
and Annual Stock Underlying Payouts Compensation
Principal CompensationAwards $ Options/SARSs (#) ($) $
Posit ($)
ion
Hong Mei Ma 2010 0 0 0 0 0 0 0
Chief
Executive
2009 0 0 0 0 0 0 0
2008 0 0 0 0 0 0 0
2007 0 0 0 0 0 0 0
[1] All compensation received by the officers and directors has
been disclosed.
Option/SAR Grants
There are no stock option, retirement, pension, or profit sharing
plans for the benefit of our officers and directors.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans.
Compensation of Directors
We do not have any plans to pay our directors any money.
Indemnification
Under our Articles of Incorporation and Bylaws of the corporation,
we may indemnify an officer or director who is made a party to any
proceeding, including a law suit, because of his position, if he
acted in good faith and in a manner he reasonably believed to be in
our best interest. We may advance expenses incurred in defending a
proceeding. To the extent that the officer or director is successful
on the merits in a proceeding as to which he is to be indemnified,
we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may
be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged
liable, only by a court order. The indemnification is intended to be
to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the
Securities Act of 1933, which may be permitted to directors or
officers under Nevada law, we are informed that, in the opinion of
the Securities and Exchange Commission, indemnification is against
public policy, as expressed in the Act and is, therefore,
unenforceable.
Item 12: Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The following table sets forth, as of the date of this prospectus,
the total number of shares owned beneficially by each of our
directors, officers and key employees, individually and as a group,
and the present owners of 5% or more of our total outstanding
shares. The table also reflects what their ownership will be
assuming completion of the sale of all shares in this offering. The
stockholders listed below have direct ownership of his/her shares
and possess sole voting and dispositive power with respect to the
shares. The address for each person is our address at Postal Code
130021, Box 2225, Ming De Post Office, Chao Yang District, Chang
Chun, Ji Lin.
Name of Direct Amount
Beneficial Owner of Beneficial Owner Position Percent of Class
Qi Tang 4,000,000 CEO, CFO, 72.72%
Secretary,
Director
All officers and directors as a Group (1 person)
72.72%
Securities authorized for issuance under equity compensation plans.
We have no equity compensation plans.
Item 12: Certain Relationships and Related Transactions
We issued 4,000,000 shares of common stock to Qi Tang, our president
and a member of the board of directors in June 2006, in
consideration of $4,000.
Item 13: Exhibits
Exhibit No. Description
3.1* Articles of Incorporation of the Company (incorporated
by reference to the Form SB-2 filed with the Securities
and Exchange Commission on July 19, 2007)
3.2* Bylaws of the Company (incorporated by reference to the
Form SB-2 filed with the Securities and Exchange Commission
on July 19, 2007)
10.1* Website Design Contract (incorporated by reference to the
Form SB-2 filed with the Securities and Exchange Commission
on July 19, 2007)
14 Code of Ethics
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Rule 13a-14 of the Securities
and Exchange Act of 1934 as amended, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
Item 14: Principal Accountant Fees and Services
1) Audit Fees
The aggregate fees billed for the last two fiscal years for
professional services rendered by the principal accountant for the
audit of the Company's annual financial statements and review of
financial statements included in the Company's Form 10-QSBs or
services that are normally provided by the accountant in connection
with statutory and regulatory engagements for those fiscal years was:
2009 - $4,300 Kenne Ruan, CPA, P.C.
2008- $4,800 Kenne Ruan, CPA, P.C.
2) Audit - Related Fees
The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountants that are
reasonably related to the performance of the audit or review of the
Company's financial statements and are not reported in the preceding
paragraph:
2009 - $0 Kenne Ruan, CPA, P.C.
2008 - $0 Kenne Ruan, CPA, P.C.
3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning was:
2009 - $0 Kenne Ruan, CPA, P.C.
2008 - $0 Kenne Ruan, CPA, P.C.
4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for
the products and services provided by the principal accountant,
other than the services reported in paragraphs (1), (2), and (3) was:
2009 - $0 Kenne Ruan, CPA, P.C.
2008 - $0 Kenne Ruan, CPA, P.C.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on this 5th of August, 2010
Nevaeh Enterprises Ltd.
(Registrant)
By: /s/ Qi Tang
Qi Tang
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Qi Tang President, CEO, Secretary, August 5, 2010
Qi Tang Treasurer and Director
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Balance Sheets for the fiscal year ended April 30, 2010 and period
ended April 30, 2009 F-2
Statements of Operations for the fiscal year ended April 30, 2010
and period ended April 30, 2009 F-3
Statements of Cash Flows for the fiscal year ended April 30, 2010
and period ended April 30, 2009 F-4
Statements of Shareholder's Equity (Deficit) F-5
Notes to Financial Statements F-6
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Nevaeh Enterprises Ltd.
(A Development Stage Company)
We have audited the accompanying balance sheets of Nevaeh
Enterprises Ltd. as of April 30, 2010 and 2009 and the related
statements of operations, changes in shareholders equity and cash
flows for the two year period ended April 30, 2010. 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 the standards of the
Public Company Accounting Oversight Board (United States). 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 positions of Nevaeh
Enterprises Ltd. as of April 30, 2010 and 2009, and the results of
its operations and its cash flows for the two year period ended
April 30, 2010 in conformity with U.S. generally accepted accounting
principles.
The financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company's losses from operations raise
substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/Kenne Ruan, CPA, P.C.
Woodbridge, Connecticut
August 5, 2010
F-1
Nevaeh Enterprises Ltd.
(A Development Stage Company)
Balance Sheets
As of April 30, 2010 and 2009
As of April 30, 2010 As of April 30, 2009
Assets
Current Assets
Cash and Cash Equivalents $251 $132
Total Current Assets $132
Total Assets $251 $132
Liabilities and Stockholders'
Equity
Current Liabilities
Loan Payable $2,055 $455
Loan from Shareholder $11,000 $7,800
Total Current Liabilities $13,055 $8,255
Commitments (Note 4)
Stockholders' Equity
Common Stock Authorized:
50,000,000 common shares at $0.001 par
value
Issued and outstanding: 4,000,000 4,000 4,000
common shares
Additional Paid-in Capital - -
(Deficit) accumulated during the (16,804) (12,123)
developmental stage
Total Stockholders' Equity (12,804) (8,123)
Total Liabilities and Stockholders' $251 $132
Equity
The accompanying notes are an integral part of the consolidated
financial statements.
F-2
Nevaeh Enterprises Ltd.
(A Development Stage Company)
Statement of Operations
For the twelve months ended April 30, 2010 and 2009 and from June
15, 2006 (Inception) to April 30, 2010.
For the Twelve Months
Ended
April 30, 2010 April 30, 2009 June 15, 2006 (Inception)
to April 30, 2010
General and Administration
Expenses
Filing Fees - - $994
Professional Fees $4,300 $4,900 $15,177
Dues and Subscriptions - - -
Bank Charges and Interest $381 $77 $633
Operating Loss $4,681 $4,977 $16,804
Net (loss) for the period $(4,681) $(4,977) $(16,804)
Net (loss) per share
Basic and diluted - - -
Weighted Average Number of Common
Shares Outstanding
Basic and diluted - - -
The accompanying notes are an integral part of the consolidated
financial statements.
F-3
Nevaeh Enterprises Ltd.
(A Development Stage Company)
Statements of Cash Flows
For the Fiscal Period Ended April 30, 2010 and 2009. And from June
15, 2006 (Inception), to April 30, 2010.
For the Twelve Months
Ended
April 30, 2010 April 30, 2009 June 15, 2006
(Inception) to April
30, 2010
Operating Activities
Net (loss) for the period $(4,681) $(4,977) $(16,804)
Changes in non-cash working capital items
Accounts payable and Accrued $1,600 - $2,055
Liabilities
Cash used in operating activities $(3,081) $(4,977) $(14,749)
Financing Activities
Loans from Shareholder $3,200 $4,900 $11,000
Cash Received for shares issued - - $4,000
Cash provided by financing activities $3,200 $4,900 $15,000
Cash increase (decrease) during the Period $119 $(77) $251
Cash, Beginning of Period $132 $209 -
Cash, End of Period $251 $132 $251
Supplemental Information
Interest Paid - - -
Income Taxes Paid - - -
The accompanying notes are an integral part of the consolidated
financial statements.
F-5
Nevaeh Enterprises Ltd.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From June 15, 2006 (Inception Date) to April 30, 2010
Common Stock
Shares Amount Additional Deficit Total
Paid-in Accumulated Stockholders'
Capital During the Equity
Development
Stage
Common stock issued for
cash:
-At $0.001 per share, 4,000,000 $4,000 $0 $0 $4,000
August 1, 2006
Comprehensive income (loss)
- Net loss for the period $(1,734) $(1,734)
from Inception June 15,
2006 to April 30, 2007
Balance, as at April 30, 4,000,000 $4,000 $0 $(1,734) $2,266
2007
Comprehensive income (loss)
- Net loss for the year $(5,412) $(5,412)
ended April 30, 2008
Balance, as at April 30, 4,000,000 $4,000 $0 $(7,146) $(3,146)
2008
Comprehensive income (loss)
-Net Loss for the year $(4,977) $(4,977)
ended April 30, 2009
Balance, as at April 30, 4,000,000 $4,000 $0 $(12,123) $(8,123)
2009
Comprehensive income (loss)
-Net Loss for the year $(4,681) $(4,681)
ended April 30, 2010
Balance, as at April 30, 4,000,000 $4,000 $0 $(16,804) $(12,804)
2010
NEVEAH ENTERPRISES LTD.
(A Development Stage Company)
Notes to the Financial Statements
For the Year Ended April 30, 2010
1. Nature and Continuance of Operations
The Company is a development stage company which was
incorporated in the State of Nevada, United States of America on
June 15, 2006. The Company intends to commence operations as a
developer of aftermarket electronic accessories for motor vehicles.
These financial statements have been prepared on a going
concern basis. The Company has accumulated a deficit of $16,804
since inception and has yet to achieve profitable operations and
further losses are anticipated in the development of its business,
raising substantial doubt about the Company's ability to continue as
a going concern. Its ability to continue as a going concern is
dependent upon the ability of the Company to generate profitable
operations in the future and/or to obtain the necessary financing to
meet its obligations and repay its liabilities arising from normal
business operations when they come due. Management plans to continue
to provide for its working capital needs by seeking loans from its
shareholders. These financial statements do not include any
adjustments to the recoverability and classification of assets, or
the amount and classification of liabilities that may be necessary
should the Company be unable to continue as a going concern.
The company's year-end is April 30.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the
United States of America. Because a precise determination of many
assets and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily
involves the use of estimates, which have been made using careful
judgment. Actual results may vary from these estimates.
The financial statements have, in management's opinion, been
properly prepared within the framework of the significant accounting
policies summarized below:
Cash and Cash Equivalents
Cash equivalents comprise certain highly liquid instruments
with a maturity of three months or less when purchased. As at April
30, 2010, there were no cash equivalents.
Development Stage Company
The Company complies with the FASB Accounting Standards
Codification (ASC) Topic 915 Development Stage Entities for its
characterization of the Company as development stage.
Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance with ASC
Topic 360, "Accounting for the Impairment or Disposal of Long- lived
Assets". Under ASC Topic 360, long-lived assets are tested for
recoverability whenever events or changes in circumstances indicate
that their carrying amounts may not be recoverable. An impairment
charge is recognized or the amount, if any, which the carrying value
of the asset exceeds the fair value.
Foreign Currency Translation
The Company is located and operating outside of the United States
of America. It maintains its accounting records in U.S. Dollars, as
follows:
At the transaction date, each asset, liability, revenue, and expense
is translated into U.S. dollars by the use of exchange rates in
effect at that date. At the period end, monetary assets and
liabilities are remeasured by using the exchange rate in effect at
that date. The resulting foreign exchange gains and losses are
included in operations.
The Company's currency exposure is insignificant and immaterial and
we do not use derivative instruments to reduce its potential
exposure to foreign currency risk.
Financial Instruments
The carrying value of the Company's financial instruments
consisting of cash equivalents and accounts payable and accrued
liabilities approximates their fair value because of the short
maturity of these instruments. Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial
instruments.
Income Taxes
The Company uses the assets and liability method of
accounting for income taxes in accordance with ASC Topic 740
"Accounting for Income Taxes". Under this method, deferred tax
assts and liabilities are recognized for the future tax
consequences attributable to temporary differences between the
financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
Basic and Diluted Net Loss Per Share
In accordance with ASC Topic 260, "Earnings Per Share', the
basic net loss per common share is computed by dividing net loss
available to common stockholders by the weighted average number of
common shares outstanding. Diluted net loss per common share is
computed similar to basic net loss per common share except that the
denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common
shares had been issued and if the additional common shares were
dilutive. As at April 30, 2010, diluted net loss per share is
equivalent to basic net loss per share.
Stock Based Compensation
The Company accounts for stock options and similar equity
instruments issued in accordance with ASC Topic 718 Compensation-
Stock Compensation. Accordingly, compensation costs attributable to
stock options or similar equity instruments granted are measured at
the fair value at the grant date, and expensed over the expected
vesting period. Transactions in which goods or services are received
in exchange for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair
value of the equity instruments issued, whichever is more reliably
measurable, ASC Topic 718 requires excess tax benefits be reported
as a financing cash inflow rather than as a reduction of taxes paid.
The Company did not grant any stock options during the period
ended April 30, 2010.
Comprehensive Income
The Company adopted ASC Topic 220- Comprehensive Income,
which establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. The
Company is disclosing this information on its Statement of
Stockholders' Equity. Comprehensive income comprises equity except
those resulting from investments by owners and distributions to
owners.
The Company has no elements of "other comprehensive income"
during the period ended April 30, 2010.
Advertising Expenses
The company expenses advertising costs as incurred. There was
no advertising expense incurred by the company during the period
ended April 30, 2010.
New Accounting Standards
Management does not believe that any recently issued, but not
yet effective accounting standards if currently adopted could have
a material effect on the accompanying financial statements.
3. CAPTIAL STOCK
On August 1, 2006, the Company issued 4,000,000 common shares
at $0.001 per share to the sole director of the Company for total
proceeds of $4,000.
4. COMMITMENTS
On June 20, 2006, the management of the Company signed a
software design contract with Zhou Li Hong, an independent software
designer to create and develop a software design for the Company. In
consideration, the Company agreed to pay Mr. Zhou a fixed fee of
$8,000, which is due upon the completion of the beta phase of the
website. Management expects the beta phase of the software to be
complete by the end of June, 2011.
5. RELATED PARTY TRANSACTIONS
The Company's sole officer has loaned the company $11,000,
without interest and fixed term of repayment.
