Breezer Ventures Inc. - FORM 10-K

Attached files

file	filename
EX-31 - Breezer Ventures Inc.	ex31.txt
EX-21 - Breezer Ventures Inc.	ex21.txt
EX-32 - Breezer Ventures Inc.	ex32.txt

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended: September 30, 2010

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE
ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 333-129229

Breezer Ventures Inc.
(Exact Name of Registrant as Specified in its Charter)

Nevada N/A
(State of other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)

3943 Irvine Blvd. Unit 535
Irvine, CA
92602
(Address of principal executive offices)

949-419-6588
(Registrant's telephone number)

Securities registered pursuant to Section 12(b) of the Exchange Act:
None

Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $0.001 per share

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 15(d) of the Exchange 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 Exchange
Act 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 whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (Section 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o 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 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. (Check one):

Large Accelerated Filer o Accelerated Filer o
Non-Accelerated Filer o Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes No x

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed fiscal year end: $2,650
at September 30, 2010.

Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable
date: The Issuer had 30,600,000 shares of Common Stock, par value
$.001, outstanding as of September 30, 2010.

--------------------------------------------------------------------------------

TABLE OF CONTENTS

ITEM 1: BUSINESS 4

ITEM 1A: RISK FACTORS 5

ITEM 1B: UNRESOLVED STAFF COMMENTS 10

ITEM 2: PROPERTIES 10

ITEM 3: LEGAL PROCEEDINGS 10

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 10

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 11

ITEM 6: SELECTED FINANCIAL DATA 11

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 12

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
13

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 13

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE 13

ITEM 9A: CONTROLS AND PROCEDURES 14

ITEM 9B: OTHER INFORMATION 15

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
16

ITEM 11: EXECUTIVE COMPENSATION 18

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS 19

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE 21

ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES 21

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 22

SIGNATURES 23

----------------------------------------------------------------------

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The following cautionary statements identify important factors that
could cause our actual results to differ materially from those
projected in forward-looking statements made in this Annual Report
on Form 10-K (this "Report") and in other reports and documents
published by us from time to time. Any statements about our beliefs,
plans, objectives, expectations, assumptions, future events or
performance are not historical facts and may be forward-looking.
These statements are often, but not always, made through the use of
words or phrases such as "believes," "will likely result," "are
expected to," "will continue," "is anticipated," "estimated,"
"intend," "plan," "projection," "outlook" and the like, constitute
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
However, as we issue "penny stock," as such term is defined in Rule
3a51-1 promulgated under the Exchange Act, we are ineligible to rely
on these safe harbor provisions. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of
our Company to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Given these uncertainties, readers are
cautioned to carefully read all "Risk Factors" set forth under Item
1A and not to place undue reliance on any forward-looking
statements. We disclaim any obligation to update any such factors or
to announce publicly the results of any revisions of the
forward-looking statements contained or incorporated by reference
herein to reflect future events or developments, except as required
by the Exchange Act. New factors emerge from time to time, and it is
not possible for us to predict which will arise or to assess with
any precision the impact of each factor on our business or the
extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any
forward-looking statements.

Unless otherwise provided in this Report, references to the
"Company," the "Registrant," the "Issuer," "we," "us," and "our"
refer to Breezer Ventures Inc.

--------------------------------------------------------------------

PART I

ITEM 1: BUSINESS

Introduction

Breezer Ventures Inc. was incorporated in the state of Nevada on May
18, 2005. To date, the Company has not commenced operations or
earned revenue. The Company's previous business models related to
the restaurant business. On September 30, 2005, the Company signed
an asset purchase agreement with Big-On-Burgers Restaurant to
purchase outright the furniture and equipment related to the
Big-On-Burgers restaurant located in Abbotsford, British Columbia.
However, we were not successful in implementing this business plan.
Management then investigated several other business opportunities,
and focused on opening a restaurant in Beijing, China. The Company
has abandoned this business plan as well, and now has no plans to
open a restaurant. As of the date of the filing of this Report, the
Company is exploring and considering various potential business
opportunities.

Our principal executive offices are located at Room 1707, 17th
Floor, CTS Center, 219 Zhong Shan Wu Road, Guangzhou, China, 510030.

Plan of Operations

We are in the process of developing a new business plan for the
Company. The company's management has been actively pursuing
acquisitions of oil leases in the United States specifically in the
Fort Worth Basin area. As of the date of this 10K we have not
specifically identified any properties for acquisition. The Company
believes that given the current demand for oil and pressure on the
price this could be a very successful venture.

Approximately 40% of the energy consumed annually by the United
States is produced by burning oil. As of 2008, more than two-thirds
of this oil is imported. With approximately 5% of the world's
population, the United States is responsible for approximately 25%
of annual global oil consumption and according to 2008 estimates has
a per-person daily consumption rate more than double that of the
European Union, whose population is significantly greater.

American dependence on oil imports has grown from 35% in 1973 (the
first year reliable data were collected) to 60% by the end of 2006.
The Energy Information Administration projects that U.S. oil imports
will remain flat and consumption will grow, so net imports will
decline to 54% of U.S. oil consumption by 2030.According to the
Department of Energy, the top oil exporters to the United States in
May 2008 were Canada, Saudi Arabia, Mexico, Venezuela, and Nigeria
(in order from most exports to least).

At the present time, the Company does not have the necessary funds
to cover its anticipated operating expenses over the next twelve
months or to commence operations. It will be necessary for the
Company to raise additional funds through the issuance of equity
securities, through loans or debt financings. There can be no
assurance that the Company will be successful in raising the
required capital or that actual cash requirements will not exceed
our estimates. We do not have any agreements in place for equity
financing and or loan and debt financing. In the event that the
Company is unsuccessful in its financing efforts, the Company may
seek to obtain short term loans. There can be no assurance that we
will be successful in finding financing, or even if financing is
found, that we will be successful in achieving profitable operations.

Because we have not yet determined what the Company's business
operations will be, we can not estimate what competitive conditions
we will face, what products we will sell and how we will distribute
them, the raw materials we may require, the number or nature of our
customers or the impact of future government regulation on our
business.

Research and Development

We have not spent any funds to date on research and development, and
we have not yet determined our anticipated spending on research and
development activities for the fiscal year ending September 30, 2010.

Compliance with Environmental Laws

The costs and effects of compliance with federal, state and local
environmental laws were not material to our business during the
fiscal year ended September 30, 2010. At the present time, we have
not yet determined what the costs of such compliance will be for the
current fiscal year.

Intellectual Property

As of the date of this Report, we do not own any intellectual
property. We do not currently have any patents in regards to any
proprietary technology.

Employees

On January 30, 2009, Wei Xue Feng, a director, President, Chief
Executive Officer, Chief Financial Officer, Secretary and Treasurer
of our Company resigned. Huaiqian Zhang was appointed a director,
President, Chief Executive Officer, Chief Financial Officer,
Secretary and Treasurer of our Company.

--------------------------------------------------------------------

On June 25, 2009, Huaiqian Zhang resigned from his positions. Prior
to Mr. Zhang's resignation, he appointed Shawn Sim to the Company's
Board of Directors and as the Company's new President, Chief
Executive Officer, Treasurer and Secretary. As of September 30,
2009, Mr. Sim was the Company's only part-time employee. The Company
had no full time employees. As of September 30, 2009, there were no
agreements or understandings regarding Mr. Sim's compensation.

Subsequent to the end of the period covered by this Report, Mr. Sim
resigned as an officer and director of the Company. Mr. Sim
resigned on December 22, 2009 as the President, Chief Executive
Officer, Treasurer, Secretary and sole director of the Company.
Prior to Mr. Sim's resignation, Mr. Tang Xu was appointed to the
Company's Board of Directors. Mr. Tang Xu was appointed to serve as
the Company's President, Chief Executive Officer, Treasurer and
Secretary upon Mr. Sim's resignation.

Stock Dividend

On September 2, 2009, the Board of Directors of the Company declared
the payment of a stock dividend consisting of three (3) additional
shares of the Company's common stock for each one (1) share of the
Company's common stock held as of the record date. The record date
was September 14, 2009. In connection with this stock dividend, the
ownership of stockholders possessing 7,650,000 shares of the
Company's Common Stock was increased to 30,600,000 shares of common
stock.

Where You Can Find More Information

The Company is and expects to remain a "reporting company." We will
therefore be required to continue to file annual, quarterly and
other requisite filings with the U.S. Securities and Exchange
Commission (the "SEC"). Members of the public may read and copy any
materials which we file with the SEC at the SEC's Public Reference
Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.
Members of the public may obtain additional information on the
operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an internet site that
contains reports, proxy and information statements, as well as other
information regarding issuers that file electronically with the SEC.
This site is located at http://www.sec.gov.

You may also request a copy of our filings at no cost, by writing or
telephoning us at:

Breezer Ventures Inc.
Room 1707, 17th Floor, CTS Center
219 Zhong Shan Wu Road
Guangzhou, China, 510030
Telephone:949-419-6588
Attention: Mr. Tang Xu

ITEM 1A: RISK FACTORS

An investment in our Company involves a substantial risk of loss.
You should carefully consider the risks described below, before you
make any investment decision regarding our Company. Additional risks
and uncertainties, including those generally affecting the market in
which we operate or that we currently deem immaterial, may also
impair our business. If any such risks actually materialize, our
business, financial condition and operating results could be
adversely affected. In such case, the trading price of our common
stock could decline.

The following risk factors are not exhaustive and the risks
discussed herein do not purport to be inclusive of all possible
risks but are intended only as examples of possible investment risks.

----------------------------------------------------------------------

Risks Related to Our Business Plans

Because we have not yet commenced operations we face a high risk of
business failure.

We were incorporated on May 18, 2005 and to date have been involved
primarily in organizational activities. As of the date of this
filing, we have not earned any revenues. Accordingly, you can
evaluate our business, and therefore our future prospects, based
only on a limited operating history. Potential investors should be
aware of the difficulties normally encountered by development stage
companies and the high rate of failure for such enterprises.

We are a new business without significant resources. We have not yet
commenced operations and we have no past performance which can serve
as an indictor of our future potential.

We have not yet initiated a new business model and we have not yet
commenced operations. We have no history upon which an evaluation of
our future success or failure can be made. Our most recent
financial statements will therefore not provide sufficient
information to assess our future prospects. Our likelihood of
success must be considered in light of all of the risks, expenses
and delays inherent in establishing a new business, including, but
not limited to unforeseen expenses, complications and delays,
established competitors and other factors. Our ability to achieve
and maintain profitability and positive cash flow is dependent upon
raising funds and our ability to generate revenues. We are unable
to predict with any certainty when or if we will achieve
profitability. If we do not generate revenues or if our expenses
increase at a greater rate than our revenues, we will not become
profitable. Even if we do become profitable, we may not be able to
sustain or increase our profitability on a quarterly or annual basis.

We only have losses to date and our auditors have issued an opinion
expressing the uncertainty of our company to continue as a going
concern which may deter potential investors and lenders from
providing financing.

Our auditors issued an opinion in their audit report expressing
uncertainty about the ability of our Company to continue as a going
concern. This means that there is substantial doubt that we can
continue as an ongoing business without additional financing and/or
generating profits from our operations. The going concern
uncertainty expressed in their audit opinion could make it more
difficult for us to secure additional financing on terms acceptable
to us, if at all, and may materially and adversely affect the terms
of any financing that we may obtain. If our losses continue and we
are unable to secure additional financing, we may ultimately cease
doing business or seek protection from creditors under applicable
bankruptcy laws.

We need to raise additional capital which may not be available to us
or might not be available on favorable terms.

We will need additional funds to implement our business plans. Our
future capital requirements will depend on a number of factors,
including our ability to grow our revenues and manage our business.
Our growth will depend upon our ability to raise additional capital,
possibly through the issuance of long-term or short-term
indebtedness or the issuance of our equity securities in private or
public transactions.

If we are successful in raising equity capital, because of the
number and variability of factors that will determine our use of the
capital, our ultimate use of the proceeds may vary substantially
from our current plans. We expect that our management will have
considerable discretion over the use of equity proceeds. Our
shareholders may not agree with such uses, and the proceeds may be
used in a manner that does not increase our operating results or
market value.

Indebtedness may burden us with high interest payments and highly
restrictive terms which could adversely affect our business.

Should we borrow money to implement our business plans, we would be
burdened with interest payments. A significant amount of
indebtedness could increase the possibility that we may be unable to
generate sufficient revenues to service the payments on
indebtedness, when due, including principal, interest and other
amounts. Agreements made in connection with any borrowings may
contain significant restrictions and covenants that, among other
things, could limit our ability to make investments, pay dividends
or make distributions to our shareholders, repurchase or redeem
indebtedness, grant liens on our assets, enter into transactions
with our affiliates, merge or consolidate with other entities or
transfer all or substantially all of our assets, and restrict the
ability of our subsidiaries to pay dividends or to make other
payments to us.

------------------------------------------------------------------

Our ability to comply with any restrictions and covenants related to
indebtedness in the future is uncertain and would be affected by the
levels of cash flow from our operations and events or circumstances
beyond our control. Our failure to comply with any of restrictions
and covenants under indebtedness financing could result in a default
under those facilities, and could cause all of our existing
indebtedness to be immediately due and payable. If any of our
indebtedness were to be accelerated, we may not be able to repay our
indebtedness or borrow sufficient funds to refinance it. Even if we
were able to obtain new financing, it may not be on commercially
reasonable terms or on terms that are acceptable to us. If any of
our indebtedness is in default for any reason, our business,
financial condition and results of operations could be materially
and adversely affected. In addition, complying with any restrictions
and covenants may also cause us to take actions that are not
favorable to our shareholders and may make it more difficult for us
to successfully execute our business plan and compete against
companies that are not subject to such restrictions and covenants.

Our sole officer has other professional responsibilities which could
conflict with the interests of our shareholders.

Mr. Tang Xu, our sole officer and director, has other professional
responsibilities which could divert management time and create
potential conflicts of interest. These divided responsibilities may
divert management time from our business and could create potential
conflicts of interest which could materially and adversely harm our
business, financial condition and results of operations.

We may be unable to secure appropriate insurance.

There is no certainty we can secure adequate insurance coverage at
an appropriate cost, and even if we do obtain such insurance, it is
impossible to insure against all the risks that we will face.

Our insurance policies may also contain deductibles, limitations and
exclusions which increase our costs in the event of a claim.
Furthermore insurance will not cover all costs, for instance, launch
insurance often does not cover losses in revenues associated with
launch failures and delays. Claims which are in excess of or
otherwise not covered by indemnity or insurance could harm our
financial condition and operating results.

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.

Securities compliance may be expensive and time consuming for our
management.

Compliance with the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated there under, including, the
Sarbanes-Oxley Act of 2002 and related requirements will be costly
and will place a significant burden on our management. At the
present time, we have only a limited history of operating with the
internal controls and procedures required of a public company. We
expect to commence documenting, reviewing, and where appropriate,
improving our internal controls and procedures and eventually being
subject to Section 404 of the Sarbanes-Oxley Act of 2002, which will
require management assessments of the effectiveness of our internal
control over financial reporting. We cannot assure you that measures
we have taken, or future measures we may take, will enable us to
provide accurate and timely financial reports, particularly if we
are unable to hire additional personnel in our accounting and
financial department, or if we lose personnel in this area. Any
failure to maintain an effective system of internal controls, or any
other problems with our financial systems or internal controls,
could result in delays or inaccuracies in reporting financial
information or failure to comply with SEC reporting and other
regulatory requirements. Any of these situations could adversely
affect our business and stock price.

Estimates must be made in connection with the preparation of our
financial reports. If changes must be made to financial reports, we
could be adversely affected.

We follow accounting principles generally accepted in the United
States in preparing our financial statements. As part of this work,
we must make many estimates and judgments which affect the value of
the assets and liabilities, contingent assets and liabilities, and
revenue and expenses reported in our financial statements. We
believe that our estimates and judgments are reasonable and we make
them in accordance with our accounting policies based on information
available at the time. However, actual results could differ from our
estimates and this could require us to record adjustments to
expenses or revenues that could be adversely material to our
financial position and results of operations.

---------------------------------------------------------------------

A Majority of our Common Stock is Owned by a Single Investor.

Ms. Angeni Singh owns approximately 65.4% of our issued and
outstanding shares. This concentration of ownership could discourage
a potential acquirer from making a tender offer or otherwise
attempting to obtain control of us, or could otherwise delay or
prevent a change in control transaction or other business
combination, which could in turn have an adverse effect on the
market price of our common shares. As long as this concentration of
ownership persists, it is unlikely that any other holder or group of
holders of our common shares will be able to affect the way we are
managed or the direction of our business. The interests of the
control group of shareholders could conflict with the interests of
other shareholders. In addition, we may adopt amendments to our
organizational documents and applicable state law which have
anti-takeover provisions that could delay or prevent a change in
control of our company.

We will indemnify our officers and directors which could cause our
capital resources to be used to defend and settle claims or legal
actions against them.

The Company's By-Laws and the Nevada Revised Statutes, as amended
contain provisions that limit the liability of directors for
monetary damages and provide for indemnification of officers and
directors under certain circumstances. Such provisions may
discourage shareholders from bringing a lawsuit against directors
for breaches of fiduciary duty, even though such action, if
successful, might otherwise have benefited our shareholders.
According to such provisions, we are responsible for payment of
costs of settlement and damage awards against our officers or
directors.

The Nevada Revised Statutes provides that our directors and officers
are generally not personally liable to us or our shareholders or
creditors for monetary damages for acts and omissions in his or her
capacity as an officer or director unless it is proven that such act
or omission constituted a breach of fiduciary duty as a director or
officer and such breach involved intentional misconduct, fraud or a
knowing violation of law.

In addition to the indemnification provided for in the Company's
By-Laws, we may enter into agreements to indemnify our directors and
officers. Under these agreements, we will be obligated to indemnify
our directors and officers for expenses, attorneys' fees, judgments,
fines and settlement amounts incurred by any director or officer in
any action or proceeding arising out of the director's or officer's
services as a director or officer of us, any of our subsidiaries or
any other company or enterprise to which the person provides
services at our request. We believe that these provisions and
agreements are necessary to attract and retain qualified individuals
to serve as directors and officers.

Our sole officer and director is a citizen and resident of a country
other than the United States. In the event our shareholders seek
legal remedies against such director and officer, the citizenship
and residence of such individual may adversely affect the ability of
shareholders to seek recourse.

Service of process and the collection of a judgment against an
individual who is not a resident of the United States may take a
greater length of time, and may involve a greater level of
complexity and expense than against a person who is located in the
United States. This may adversely affect the ability of
shareholders to if they were to seek recourse against officers and
directors and to recover any judgments.

Risks Related To Investing In Our Common Shares

You may have difficulty selling our common shares and may therefore
lose all or a significant portion of your investment.

Our common shares trades on the OTC Bulletin Board. The stock price
may be volatile. The market price of our common shares may be
subject to wide fluctuations in response to several factors
including the following:

- Our ability to execute our business plan and significantly grow
our business;

- Our ability to generate brand loyalty among target consumer
segment car buyers;

- Increased competition from competitors who offer competing
services; and

- Our financial condition and results of operations.

-------------------------------------------------------------------

As a result, our shareholders may find it more difficult to obtain
accurate quotations concerning the market value of the stock.
Shareholders also may experience greater difficulties in attempting
to sell our common shares than if they were listed on a
self-regulated national stock exchange.

We do not anticipate paying cash dividends. This may deter certain
investors and adversely affect our stock price.

We have never paid any cash dividends on our common stock and we do
not anticipate paying cash dividends in the foreseeable future. We
intend to retain any cash flow we generate for investment in our
business. Accordingly, our common stock may not be suitable for
investors who are seeking current income from dividends. Any
determination to pay dividends on our common stock in the future
will be at the discretion of our board of directors.

Because the market for our common shares is limited, investors may
not be able to resell their common shares. Investors should
therefore assume that any investment in our company will be illiquid
for the foreseeable future.

Our common shares trade on the Over-the-Counter-Bulletin-Board
quotation system. Trading in our shares has historically been
subject to very low volumes and wide disparity in pricing. Investors
may not be able to sell or trade their common shares because of thin
volume and volatile pricing with the consequence that they may have
to hold your shares for an indefinite period of time.

There are legal restrictions on the resale of the common shares
offered, including penny stock regulations under the U.S. Federal
Securities Laws. These restrictions may adversely affect your
ability to resell your stock.

We anticipate that our common stock will continue to be subject to
the penny stock rules under the Securities Exchange Act of 1934, as
amended. These rules regulate broker/dealer practices for
transactions in "penny stocks." Penny stocks are generally equity
securities with a price of less than $5.00. The penny stock rules
require broker/dealers to deliver a standardized risk disclosure
document that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker/dealer must
also provide the customer with current bid and offer quotations for
the penny stock, the compensation of the broker/dealer and its
salesperson and monthly account statements showing the market value
of each penny stock held in the customer's account. The bid and
offer quotations and the broker/dealer and salesperson compensation
information must be given to the customer orally or in writing prior
to completing the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the
penny stock rules require that prior to a transaction, the broker
and/or dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive
the purchaser's written agreement to the transaction. The
transaction costs associated with penny stocks are high, reducing
the number of broker-dealers who may be willing to engage in the
trading of our shares. These additional penny stock disclosure
requirements are burdensome and may reduce all of the trading
activity in the market for our common stock. As long as the common
stock is subject to the penny stock rules, our shareholders may find
it more difficult to sell their shares.

Our future sales of our common shares could cause our stock price to
decline.

There is no contractual restriction on our ability to issue
additional shares. We cannot predict the effect, if any, that market
sales of our common shares or the availability of shares for sale
will have on the market price prevailing from time to time. Sales by
us of our common shares in the public market, or the perception that
our sales may occur, could cause the trading price of our stock to
decrease or to be lower than it might be in the absence of those
sales or perceptions.

If we raise additional funds through the issuance of equity or
convertible debt securities, your ownership will be diluted.

If we raise additional funds through the issuance of equity or
convertible debt securities, the percentage ownership held by
existing shareholders will be reduced and those shareholders may
experience significant dilution. In addition, new securities may
contain certain rights, preferences or privileges that are senior to
those of our common shares. Furthermore, any additional equity
financing may be dilutive to shareholders, and debt financing, if
available, may involve restrictive covenants, which may limit our
operating flexibility with respect to certain business matters. If
additional funds are raised through the issuance of equity
securities, the percentage ownership of our shareholders will be
reduced, shareholders may experience additional dilution in net book
value per share and such equity securities may have rights,
preferences or privileges senior to those of our shareholders.

-------------------------------------------------------------------

Grants of stock options and other rights to our employees may dilute
your stock ownership.

The Company may attract and retain employees in part by offering
stock options and other purchase rights for a significant number of
common shares. The issuance of common shares could have the effect
of reducing the percentage of ownership in us of our then existing
shareholders.

Our stock price may be volatile and market movements may adversely
affect your investment.

The market price of our stock may fluctuate substantially due to a
variety of factors, many of which are beyond our control, including,
economic, political, military and security developments in the
United States and worldwide and general market conditions. The stock
markets in general have experienced substantial volatility that has
often been unrelated to the operating performance of particular
companies. These broad market fluctuations may adversely affect the
market price of our stock. Future sales of our common shares by our
shareholders could depress the price of our stock.

Absence of equity research reports or unfavorable reports could
adversely affect the price of our stock.

The trading market for our common shares may rely in part on the
research and reports that equity research analysts may publish about
us in the future and the industry segments in which we operate. The
public price of our publicly traded common shares could decline if
one or more securities analysts downgrades investment in our common
shares or if those analysts issue other unfavorable commentary about
our industry or other major participants in our industry, or if they
cease publishing reports about us.

ITEM 1B: UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2: PROPERTIES

Our principal offices are located at Room 1707, 17th Floor, CTS
Center, 219 Zhong Shan Wu Road, Guangzhou, China, 510030. We are
presently utilizing office space provided at no cost by our sole
officer and director. We believe that our office space and
facilities are sufficient to meet our present needs. Once the
Company commences operations, we will require additional office space.

ITEM 3: LEGAL PROCEEDINGS

There are no existing, pending or threatened legal proceedings
involving Breezer Ventures Inc., or against any of our sole officer
and director as a result of their involvement with the Company.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during
the fourth quarter of the fiscal year ended September 30, 2010.

--------------------------------------------------------------------------------

PART II

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) Market Information.

Our shares are traded on the over-the-counter bulletin board
operated by the National Association of Securities Dealers, Inc.
under the symbol "BRZV". There was no trading in the Company's
securities during the past two complete fiscal years.

(b) Holders.

As of March 7, 2011, there were 34 stockholders of record of the
Company's Common Stock. As of such date, 30,600,000 common shares
were issued and outstanding.

During the period covered by this Report, we have not declared or
paid cash dividends. The Company does not intend to pay cash
dividends on its common stock in the foreseeable future. We
anticipate retaining any earning for use in our continued
development. We are not subject to any restrictions respecting the
payment of dividends, except that they may not be paid to render us
insolvent.

(d) Securities authorized for issuance under equity compensation plans.

The Company has never issued securities under and does not have any
equity compensation plan.

Recent Sales of Unregistered Securities; Use of Proceeds from
Registered Securities

The following sets forth information pertaining to all securities of
the Company sold within the past four years which were not
registered under the Securities Act of 1933, as amended. In the
three years ended September 30, 2010, September 30, 2009, September
30, 2008 and September 30, 2007 no unregistered securities were sold
or issued by the Company.

ITEM 6: SELECTED FINANCIAL DATA

Pursuant to permissive authority under Regulation S-K, Rule 301, we
have omitted Selected Financial Data.

--------------------------------------------------------------------------------

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Introduction

This Report contains forward-looking statements within the meaning
of the U.S. federal securities laws. Actual results and the timing
of events could differ materially from those projected in
forward-looking statements due to a number of factors, including
those described under "Item 1A Risk Factors" and elsewhere in this
Annual Report. See "Special Note Regarding Forward-Looking Statements."

As of the end of the period covered by this Report, our principal
executive offices are located at Room 1707, 17th Floor, CTS Center,
219 Zhong Shan Wu Road, Guangzhou, China, 510030.

Our fiscal year end is September 30th.

Results of Operations

Cash Requirements

During June and July of 2005, we received initial funding through
the sale of common stock to investors. From inception through the
date of this filing, we have had no material operating activities.
The Company's total current assets as of September 30, 2010
consisted of a cash balance of $270. We anticipate that our current
cash balance will not satisfy our cash needs for the following
twelve-month period. There can be no assurance that we will be
successful in finding financing, or even if financing is found, that
we will be successful in proceeding with profitable operations.

It is uncertain how much in additional funds we will require to
commence operations over the next twelve months, as the Company is
presently exploring various potential business opportunities. As we
do not have the funds necessary to cover any significant operating
expenses for the next twelve month period, we will be required to
raise additional funds through the issuance of equity securities,
through loans or through debt financing. There can be no assurance
that we will be successful in raising the required capital or that
actual cash requirements will not exceed the estimates we will make.
In the event that the Company is unsuccessful in its financing
efforts, the Company may seek to obtain short term loans.

Our auditors have issued a going concern opinion for the year ended
September 30, 2010. This means that there is substantial doubt that
we can continue as an on-going business for the next twelve months
unless we obtain additional capital to pay our bills. This is
because we have not generated any significant revenues and no
significant revenues are anticipated until our commercial operations
begin.

Liquidity and Capital Resources

As of the date of this annual report, we have not generated any
revenues from our business activities.

---------------------------------------------------------------------

As of September 30, 2010, our total assets were $1,714, which
represented a decline from our total assets of $5,051 as of
September 30, 2009. Our total current liabilities as of September
30, 2010 were $71,801, which represented an increase from our total
current liabilities of $71,801 as of September 30, 2009. The Company
has experienced a net loss of $12,273 for the year ended September
30, 2010, and a net loss of $140,931 for the period from May 18,
2005 (the date of the Company's incorporation) to September 30,
2010. Our net loss from operations decreased to $12,273 for the year
ended September 30, 2010, as compared to $13,664 for the year ended
September 30, 2009. Our main expenses in the year ended September
30, 2010 included consulting and professional fees of $5,100,
depreciation in the amount of $3,504 and interest in the amount of
$3,136, compared to expenses for the year ended September 30, 2009,
which included consulting and professional fees of $4,180,
depreciation in the amount of $1,752 and interest in the amount of
$6,000.

Purchase of Significant Equipment

As of the end of the period covered by this Report, we did not
intend to purchase any significant equipment over the twelve months
ending September 30, 2010.

Employees

Currently our only employee is our sole officer and director. We do
not expect any material changes in the number of employees over the
next 12 month period; however, this may change depending on the
business model we may adopt. We may outsource contract employment as
needed.

Off Balance Sheet Arrangements

As of September 30, 2010, we did not have any off balance sheet
arrangements that have or are reasonably likely to have a current or
future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources.

ITEM 7A: QUANITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We did not have any operations which implicated market risk as of
the end of the latest fiscal year.

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required to be filed pursuant to this Item
8 begin on page F-1 of this report.

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

On January 8, 2010, the Company dismissed its independent auditor,
M&K CPAS, PLLC and appointed Kenne Ruan, CPA, P.C., as its
independent auditor.

The decision to change auditors was approved by the Company's Board
of Directors.

During the Company's fiscal year ended September 30, 2008 the
opinion of M&K CPAS, PLLC on the Company's financial statements did
not contain an adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting
principles, except as follows: the independent auditor's report of
M&K CPAS, PLLC dated February 3, 2009 (for the year ended September
30, 2008) contained "going concern" qualifications. These
qualifications questioned the Company's insufficient working capital
and ability to continue as a going concern. During the Company's two
most recent fiscal years, and through the date of their dismissal,
there were no disagreements with M&K CPAS, PLLC, whether or not
resolved, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to M&K CPAS, PLLC's
satisfaction, would have caused it to make reference to the subject
matter of the disagreement(s) in connection with its report.

During the years ended September 30, 2009 and September 30, 2008,
and the interim period between September 30, 2009 and the
appointment of Kenne Ruan, CPA, P.C., neither the Company nor anyone
acting on the Company's behalf consulted with Kenne Ruan, CPA, P.C.
regarding (i) the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial
statements, or (ii) any matter that was either the subject of a
disagreement as that term is used in Item 304 (a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of
Regulation S-K or a reportable event as that term is used in Item
304(a)(1)(v) and the related instructions to Item 304 of Regulation
S-K.

-------------------------------------------------------------------

ITEM 9A: CONTROLS AND PROCEDURES

Management's Report on Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the
participation of our chief executive officer and chief financial
officer, the effectiveness of our disclosure controls and procedures
as of the end of the period covered by this report pursuant to Rule
13a-15(b) under the Securities Exchange Act of 1934 (the "Exchange
Act"). Based on that evaluation, our chief executive officer and
chief financial officer have concluded that, as of the end of the
period covered by this report, our disclosure controls and
procedures are not effective in ensuring that information required
to be disclosed in our Exchange Act reports is (1) recorded,
processed, and summarized and reported with the time periods
specified in the Securities and Exchange Commission's rules and
forms and (2) accumulated and communicated to our management,
including our chief executive officer and chief financial officer,
as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in
Rule 13a-15(f) under the Securities Exchange Act, as amended). In
fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related
costs of control procedures. The objectives of internal control
include providing management with reasonable, but not absolute,
assurance that assets are safeguarded against loss from unauthorized
use or disposition, and that transactions are executed in accordance
with management's authorization and recorded properly to permit the
preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States. Our
management assessed the effectiveness of our internal control over
financial reporting as of September 30, 2009. In making this
assessment, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission
("COSO") in Internal Control-Integrated Framework. Our management
has concluded that, as of September 30, 2009, our internal control
over financial reporting is not effective in providing reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with US generally accepted accounting principles.

Management concluded that the following three deficiencies were
identified in our control process:

- Failure to properly record negative cash balance as a current
liability
- Failure to record audit fees, legal services, and transfer agent
services related to fiscal year ending September 30, 2009
- Failure to properly classify cash balance as other asset as cash
was not maintained in bank account

This annual report does not include an attestation report of our
Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not
subject to attestation by our Company's registered public accounting
firm pursuant to temporary rules of the Securities and Exchange
Commission that permit our Company to provide only management's
report in this annual report.

Changes in Internal Control Over Financial Reporting

There was no change in the Company's internal control over financial
reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934) during the quarter ended September
30, 2009 that has materially affected or is reasonably likely to
materially affect the Company's internal control over financial
reporting.

---------------------------------------------------------------------

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations
which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing
and/or changing rules and principles, segregation of management
duties, scale of organization, and personnel factors. Internal
control over financial reporting is a process which involves human
diligence and compliance and is subject to lapses in judgment and
breakdowns resulting from human failures. Internal control over
financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements on a timely basis, however these inherent limitations
are known features of the financial reporting process and it is
possible to design into the process safeguards to reduce, though not
eliminate, this risk. Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

ITEM 9B: OTHER INFORMATION

None.

---------------------------------------------------------------------

PART III

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE
GOVERNANCE

The following table presents information with respect to our sole
officer, director and significant employee as of January 13, 2010:

Name Age Position
Tang Xu 46 President, Chief Executive Officer, Treasurer,
Secretary and Director

Each director serves until the next annual meeting of shareholders
and until his/her successor shall have been elected and qualified.

Set forth below is biographical information regarding the current
sole officer, director and significant employee of the Company as of
the date of this Report.

Tang Xu, President, Chief Executive Officer, Treasurer, Secretary
and Director. Mr. Xu has served as an officer and director of the
Company since December 22, 2009. Mr. Xu is also the owner of
Weisheng Electronics, a position he has held since 2000. Weisheng
Electronics is a distributor of household appliances, including
computers, stereos, televisions, telephones, and cameras. Prior to
holding this position, Mr. Xu was the owner of Xinrong, an
electronic component wholesale company. Mr. Xu received his
bachelor in physics from the University of Wuhan in 1987.

Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, no director, person
nominated to become a director, executive officer, promoter or
control person of the company: (1) had any bankruptcy petition filed
by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or
within two years prior to that time; (2) was convicted in a criminal
proceeding or subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses); (3) was the subject of
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 or business, securities or banking
activities; or (4) was found by a court of competent jurisdiction in
a civil action or by the U.S. 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.

Section 16 (a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers
and directors, and persons who beneficially own more than 10% of our
equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers,
directors and greater than 10% shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a)
forms they file. Based solely on our review of the copies of such
forms we received, we believe that during the year ended September
30, 2010, all such filing requirements applicable to our officers
and directors were complied with, except that reports were filed
late by the following persons:

Name Number of Transactions Known Failures to
Late Reports Not Timely Reported File a Required
Form

Shawn Sim 1 1 1
Huaiqian Zhang 1 1 1

Nomination Process

As of the date of this Report, we have not effected any material
changes to the procedures by which our shareholders may recommend
nominees to our board of directors. Our board of directors does not
have a policy with regards to the consideration of any director
candidates recommended by our shareholders. Our board of directors
has determined that it is in the best position to evaluate our
Company's requirements as well as the qualifications of each
candidate when the board considers a nominee for a position on our
board of directors. If shareholders wish to recommend candidates
directly to our board, they may do so by sending communications to
the President of our Company at the address on the cover of this
annual report.

---------------------------------------------------------------------

Audit Committee and Audit Committee Financial Expert

We do not have a standing audit committee at the present time. Our
board of directors has determined that we do not have a board member
that qualifies as an "audit committee financial expert" as defined
in Item 401(e) of Regulation S-B, nor do we have a board member that
qualifies as "independent" as the term is used in Item 7(d) (3) (iv)
of Schedule 14A under the Securities Exchange Act of 1934, as amended.

Code of Ethics

The Company has adopted code of ethics for all of the employees,
directors and officers which has been filed with the U.S. Securities
and Exchange Commission. The Company will provide to any person a
copy of the Company's code of ethics, without charge, upon request.
Requests may be mailed to the Company's offices at: Room 1707, 17th
Floor, CTS Center, 219 Zhong Shan Wu Road, Guangzhou, China, 510030.

---------------------------------------------------------------------

ITEM 11: EXECUTIVE COMPENSATION

Executive Compensation

The following table sets forth the compensation paid to (i) our
principal executive officer; (ii) each of our two most highly
compensated executive officers who were serving as executive
officers; and (iii) up to two additional individuals for whom
disclosure would have been provided under but for the fact that the
individual was not serving as our executive officer at the end of
the year. No disclosure is provided for any named executive
officer, other than our principal executive officer, whose total
compensation does not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE

Name Year (1) Salary $ Bonus $ Other Restricted Securities LTIP All Other
and Annual Stock Underlying Payouts Compensation
Principal CompensationAwards $ Options/SARSs (#) ($) $
Posit ($)
ion

Tang Xu (2) 2010 0 0 0 0 0 0 0
President,
Chief
Executive
Officer,
Secretary,
Treasurer

Shawn Sim
(3) Former 2009 0 0 0 0 0 0 0
President,
Chief
Executive
Officer,
Secretary,
Treasurer

Huaiqian 2009 0 0 0 0 0 0 0

Zhang (4)
Former
President,
Chief
Executive
Officer,
Secretary,
Treasurer

Wei Xue Feng 2009 0 0 0 0 0 0 0
(5) Former
President,
Chief
Executive
Officer,
Secretary,
Treasurer

2008 0 0 0 0 0 0 0

Angeni Singh 2008 0 0 0 0 0 0 0
(6) Former
President,
Secretary
and Treasurer

(1) The Company's fiscal year ends on September 30th.
(2) Tang Xu serves as officer and director of the Company. He was
appointed on December 22, 2009.
(3) Shawn Sim served as an officer and director of the Company from
June 25, 2009 to December 22, 2009.
(4) Huaiqian Zhang was appointed as an officer and director on
January 26, 2009.
(5) Wei Xue Feng was appointed as an officer and director on May 2,
2008 and resigned on January 26, 2009.
(6) Angeni Singh resigned as an officer and director of the Company
on May 1, 2008.

---------------------------------------------------------------------

There are no compensatory plans or arrangements with respect to our
executive officers resulting from their resignation, retirement or
other termination of employment or from a change of control.

Outstanding Equity Awards at Fiscal Year-End

As at September 30, 2010, there were no unexercised options or stock
that had not vested in regards to our executive officers, and there
were no equity incentive plan awards for our executive officers
during the year ended September 30, 2010.

Options Grants in the Year Ended September 30, 2010

During the year ended September 30, 2010, no stock options were
granted to our executive officers.

Aggregated Options Exercised in the Year Ended September 30, 2010
and Year End Option Values

There were no stock options exercised during the year ended
September 30, 2010 and no stock options held by our executive
officers at the end of the year ended September 30, 2010.

Repricing of Options/SARS

We did not reprice any options previously granted to our executive
officers during the year ended September 30, 2010.

Director Compensation

Directors of our Company may be paid for their expenses incurred in
attending each meeting of the directors. In addition to expenses,
directors may be paid a sum for attending each meeting of the
directors or may receive a stated salary as director. No payment
precludes any director from serving our Company in any other
capacity and being compensated for such service. Members of special
or standing committees may be allowed similar reimbursement and
compensation for attending committee meetings. During the year ended
September 30, 2010, we did not pay any compensation or grant any
stock options to our directors.

Indemnification

Under the 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 close of business on
January 13, 2010, the total number of shares owned beneficially by
the Company's directors, officers and key employees, and any person
(including any group) who is known to the Company to be the
beneficial owner of more than five percent of any class of the
Company's voting securities. Except as otherwise indicated below,
each person named has sole voting and investment power with respect
to the shares indicated. The percentage of ownership set forth below
reflects each holder's ownership interest in the 30,600,000 shares
of the Company's common stock outstanding as of January 13, 2010.

--------------------------------------------------------------------

Amount and Nature of
Beneficial Ownership

Name and Address of Shares Total (1) Percentage of
Beneficial Owner Options/Warrants Shares
(1) Outstanding (1)

Five Percent Angeni Singh (1) 20,000,000 0 20,000,000 65.4%
Stockholders

Executive Tang Xu, Chief 0 0 0 0%
officers and Executive Officer,
Directors President, Treasurer,
Secretary and Director
(1)

All officers 0 0 0 0 0%
and directors
as group (1
person)

The mailing address for each person is our address at Room 1707,
17th Floor, CTS Center, 219 Zhong Shan Wu Road, Guangzhou, China,
510030.

(1) Includes options and warrants exercisable as of the date hereof
or within 60 days hereafter. The Company is unaware of any pledges
of any shares, options or warrants by any of the individuals or
entities listed above. The Company intends to make option grants to
certain officers and directors within the foreseeable future,
however, no options or agreements pertaining to options have been
granted or entered into by the Company or such officers and
directors as of the date hereof.

Potential Changes in Control

To the knowledge of management, there are no present arrangements or
pledges of securities of the Company which may result in a change in
control of the Company.

Adverse Interests

The Company is not aware of any material proceeding to which any
director, officer, or affiliate of the Company, or any owner of
record or beneficially of more than five percent of any class of the
Company's voting securities, or security holder is a party adverse
to the Company or has a material interest adverse to the Company.

Equity Plan Compensation Information

Our Company does not currently have a stock option plan or other
form of equity plan.

Certain Relationships and Related Transactions

No director, executive officer, principal shareholder holding at
least 5% of our common shares, or any family member thereof, had any
material interest, direct or indirect, in any transaction, or
proposed transaction, during the year ended April 30, 2009, in which
the amount involved in the transaction exceeded or exceeds the
lesser of $120,000 or one percent of the average of our total assets
at the year end for the last three completed fiscal years.

Corporate Governance

We do not have a standing audit committee at the present time. Our
board of directors has determined that we do not have a board member
that qualifies as an "audit committee financial expert" as defined
in Item 407(d) (5) (ii) of Regulation S-B. We have determined,
however, that Tang Xu is an independent director as defined in
section 803 of the Amex Company Guide.

We believe that our members of our board of directors are capable of
analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. The board
of directors of our Company does not believe that it is necessary to
have an audit committee because we believe that the functions of an
audit committee can be adequately performed by the board of
directors. In addition, we believe that retaining an independent
director who would qualify as an "audit committee financial expert"
would be overly costly and burdensome and is not warranted in our
circumstances given the early stages of our development and the fact
that we have not generated any revenues from operations to date.

--------------------------------------------------------------------

Transactions with Independent Directors

There were no transactions with any independent directors during the
period covered by this Report.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE

Not applicable.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed for the last two fiscal years for
professional services rendered by the principal accountants, Kenne
Ruan, CPA, P.C. and M&K CPAS, PLLC, for the audit of the Company's
annual financial statements and review of financial statements
included in the Company's Form 10-Qs or services that are normally
provided by the accountant in connection with statutory and
regulatory engagements for those fiscal years were: Kenne Ruan, CPA,
P.C. billed $2,000 for the year ended September 30, 2009 and M&K
CPAS, PLLC billed $3,000 for the year ended September 30, 2009 and
$4,700 for the year ended September 30, 2008.

Audit-Related Fees

The aggregate fees billed by Kenne Ruan, CPA, P.C. for audit related
services for the fiscal year ended September 30, 2009, and which are
not disclosed in "Audit Fees" above, were $600. The aggregate fees
billed by Kenne Ruan, CPA, P.C. for audit related services for the
fiscal year ended September 30, 2008, and which are not disclosed in
"Audit Fees" above, were $0.

The aggregate fees billed by M&K CPAS, PLLC for audit related
services for the fiscal year ended September 30, 2009, and which are
not disclosed in "Audit Fees" above, were $0. The aggregate fees
billed by M&K CPAS, PLLC for audit related services for the fiscal
year ended September 30, 2008, and which are not disclosed in "Audit
Fees" above, were $0.

Tax Fees

The aggregate fees billed by Kenne Ruan, CPA, P.C. for tax
compliance, tax advice and tax planning for the fiscal year ended
September 30, 2010 was $0. The aggregate fees billed by M&K CPAS,
PLLC for tax compliance, tax advice and tax planning for the fiscal
year ended September 30, 2010 was $0. The aggregate fees billed by
for Kenne Ruan, CPA, P.C. tax compliance, tax advice and tax
planning for the fiscal year ended September 30, 2009 was $0.

All Other Fees

The aggregate fees billed by the Company's principal accountants,
Kenne Ruan, CPA, P.C. and M&K CPAS, PLLC for services other than
those described above, for the year ended September 30, 2010, were
$0 each. The aggregate fees billed by the Company's principal
accountant, M&K CPAS, PLLC for services other than those described
above, for the year ended September 30, 2009, were $0.

Audit Committee Pre-Approval Policies

Our Board of Directors reviewed the audit and non-audit services
rendered by M&K CPAS, PLLC and Kenne Ruan, CPA, P.C. during the
periods set forth above and concluded that such services were
compatible with maintaining the auditors' independence. All audit
and non-audit services performed by our independent accountants are
pre-approved by our Board of Directors to assure that such services
do not impair the auditors' independence from us.

-------------------------------------------------------------------

PART IV

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements.

The Index to the Consolidated Financial Statements is found on page
F-1 of this Report.

Exhibit No. Description of Exhibits

Exhibit 3.1 Articles of Incorporation of the Company,
incorporated by reference to Exhibit 3.5 to the Company's
Registration Statement on Form SB-2, filed with the Securities and
Exchange Commission on October 25, 2005.

Exhibit 3.2 Bylaws of the Company, incorporated by reference to
Exhibit 3.7 to the Company's Registration Statement on Form SB-2,
filed with the Securities and Exchange Commission on October 25,
2005.

Exhibit 14.1 Code of Ethics, incorporated by reference to Exhibit
14.1 to the Company's Report on Form 10-K, filed with the Securities
and Exchange Commission on February 13, 2009.

Exhibit 21 List of Subsidiaries.

Exhibit 31.1 Certification of Principal Executive Officer and
Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

Exhibit 32.1 Certification of the Principal Executive Officer and
Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

--------------------------------------------------------------------

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

BREEZER VENTURES INC.

By: /s/ Tang Xu
Name: Tang Xu
Title: Principal Executive Officer
Principal Financial Officer and
Principal Accounting Officer

Dated: March 7, 2011

In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

/s/ Tang Xu
Name: Tang Xu
Title: Director
Dated: March 7, 2011

--------------------------------------------------------------------------------

Breezer Ventures Inc.

(A Development Stage Company)

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm F-2

Balance Sheets for the fiscal years ended September 30, 2010 and
2009 F-4

Statements of Operations for the fiscal year ended September 30,
2010 and 2009 and the period from May 18, 2005 (inception) through
September 30, 2009 F-5

Statements of Cash Flows for the fiscal year ended September 30,
2010 and 2009 and the period from May 18, 2005 (inception) through
September 30, 2010 F-6

Statements of Stockholder's Equity (Deficit) for the period from May
18, 2005 (inception) through September 30, 2010 F-7

Notes to Financial Statements F-8

F-1

------------------------------------------------------------------

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
Breezer Ventures Inc.
(A Development Stage Company)

We have audited the accompanying balance sheets of Breezer Ventures
Inc.(A development stage company) as of September 30, 2010 and 2009,
and the related statements of operations, stockholders' equity and
cash flows for the two year period ended September 30, 2010. These
financial statements are the responsibility of the Companys
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. The company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company's internal
control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, 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 Breezer
Ventures Inc. as of September 30, 2010 and 2009, and the results of
its operations and its cash flows for the two year period ended
September 30, 2010 in conformity with accounting principles generally
accepted in the United States of America.

The financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3
to the financial statements, the Companys 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
March 4, 2011

F-2

-----------------------------------------------------------------

Breezer Ventures Inc.
(A Development Stage Company)
Balance Sheet
As of September 30, 2010 and 2009

As of September 30, 2010 As of September 30, 2009

Assets

Current Assets

Cash and Cash Equivalents $270 $103

Total Current Assets $270 $103

Property Plant and Equipment

Furniture and Equipment $17,500 $17,500

Accumulated Depreciation $(16,056) $(12,552)

Total $1,444 $4,948

Total Assets $1,714 $,5051

Liabilities and Stockholders' Equity

Current Liabilities

Accounts Payable and Accured $38,851 $33,051
Liabilities

Advances from related party $38,750 $38,750

Total Current Liabilities $77,601 $71,801

Stockholders' Equity

Preferred Stock, $0.001 par value,
50,000,000 shares authorized, None
issued and outstanding

Common Stock, $0.001 par value, shares $30,600 $30,600
authorized 30,600,000 issued and
outstanding

Additional Paid-in Capital $57,394 $54,258

(Deficit) accumulated during the $(163,881) $(151,608)
developmental stage

Total Stockholders' Equity (Deficit) $(75,887) $(66,750)

Total Liabilities and Stockholders' $1,714 $5,051
Equity (Deficit)

The accompanying notes are an integral part of the consolidated
financial statements.

(Expressed in U.S. Dollars)

Breezer Ventures Inc.
(A Development Stage Company)
Statement of Operations
(Expressed in U.S. Dollars)
For the three months ended September 30, 2010 and 2009, Year ended
September 30, 2010 and 2009 and from May 19, 2005 (Inception) to
September 30, 2010.

Three Months For theYear
Ended Ended

September September September September May 19, 2005
30, 2010 30, 2009 30, 2010 30, 2009 (Inception) to
September 30, 2010

General and
Administration
Expenses

Professional Fees - - $5,100 $4,180 $57,965

Training Costs - - - - $5,000

Management Fees - - - - $6,000

Rent - - - $6,000 $44,000

Depreciation $876 - $3,504 $1,752 $16,056

Other - - $294 $4,366
$533

Interest $784 - $3,136 $1,438 $7,544

Net (loss) for the $(1,660) - $(12,273) $(13,644) $(140,931)
period

Net (loss) per
share

Basic and - - - - -
diluted

Per Share
Information

Weighted Average 30,600,000 30,600,000 30,600,00 30,600,000 -
Number of Common
Shares outstanding
- Basic and Diluted

The accompanying notes are an integral part of the consolidated
financial statements.

Breezer Ventures Inc.
(A Development Stage Company)
Statement of Cashflows
(Expressed in U.S. Dollars)

For the Fiscal Period Ended September 30, 2010 and 2009. And from
May 19, 2005 (Inception), to September 30, 2010.

For the Year
Ended

September 30, September 30, May 19, 2005
2010 2009 (Inception) to
September 30, 2010

Operating Activities

Net (loss) for the period $(12,273) $(13,664) $(140,931)

Adjustments to reconcile net loss - - -
to cash used in operating activities

Depreciation $3,504 $1,752 $16,056

Imputed Interest on shareholder $3,136 $1,438 $7,544
advances

Changes in:

Due from Shareholder - - -

Accounts payable and Accrued $5,800 $(3,615) $38,851
Liabilities

Cash used in operating activities $167 $(14,089) $(78,480)

Cash Flows from Investing Activities

Purchase of assets - - $(17,500)

Net Cash Flows Used in Investing - - $(17,500)
Activities

Cash Flows from Financing Activities

Additional Paid in Capital - $9,800 -

Advances from Shareholders - - $38,750

Issuance of Common Stock - - $57,500

Net Cash Flows provided by financing - $9,800 $96,250
activities

Net increase (decrease) in Cash $167 $(4,289) $270

Cash, Beginning of Period $103 $4,392 -

Cash, End of Period $270 $103 $270

Supplemental Information

Interest Paid - - -

Income Taxes Paid - - -

The accompanying notes are an integral part of the consolidated
financial statements.

Breezer Ventures Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
(Expressed in U.S. Dollars)

From May 19, 2009 (Inception Date) to September 30, 2010

Common Stock

Shares Amount Additional Deficit Total
Paid-in Accumulated Stockholders'
Capital During the Equity
Development
Stage

Balances - May 18, 2005 - - - - -

Founder's shares issued 5,000,000 $5,000 $0 $0 $5,000

Shares issued for cash 2,650,000 $2,650 $49,850 - $52,500

- Net loss - - - $(23,688) $(23,688)

Balance - September 30, 2006 7,650,000 $7,650 $49,850 $(60,559) $(3,059)

Imputed interest on - - $1,055 - $1,055
shareholder loan

- Net loss - - - $(23,267) $(23,267)

Balances - September 30, 7,650,000 $7,650 $50,905 $(83,826) $(25,271)
2007

Imputed interest on - - $1,915 - $1,915
shareholder loan

-Net Loss - - - $(31,168) $(31,168)

Balances - September 30, 7,650,000 $7,650 $52,820 $(114,994) $(54,524)
2008

Issuance of stock dividend 22,950,000 $22,950 - - -

Imputed interest on - - $1,438 - $1,438
shareholder loan

-Net Loss - - - $(13,664) $(13,664)

Balances - September 30, 30,600,000 $30,600 $54,258 $(128,658) $(66,750)
2009

Imputed interest on - - $3,136 - $3,136
shareholder loan

Net Loss - - - $(12,273) $(12,273)

Balances - September 30, 30,600,000 $30,600 $57,394 $(140,931) $(75,887)
2010

The accompanying notes are an integral part of the consolidated
financial statements.

Breezer Ventures Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Note 1 Incorporation and Operating Activities

Breezer Ventures Inc. was incorporated on May 18, 2005, under the
laws of the State of Nevada, U.S.A. Operations, as a development
stage company started on that date.

We intend to commence operations as a casual, fine-dining restaurant
serving modern, fusion-style Indian cuisine in Beijing, China. On
September 30, 2005, we signed an asset purchase agreement with
Big-On-Burgers Restaurants to purchase the supplies and capital
equipment of their restaurant.

Note 2 Summary of Significant Accounting Policies

Basis of Presentation

The Company follows accounting principles generally accepted in the
United States of America. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary
for a fair presentation of financial position and the results of
operations for the periods presented have been reflected herein.

Revenue Recognition

Revenue is recognized when it is realized or realizable and earned.
Breezer considers revenue realized or realizable and earned when
persuasive evidence of an arrangement exists, services have been
provided, and collectability is reasonably assured. Revenue that is
billed in advance such as recurring weekly or monthly services are
initially deferred and recognized as revenue over the period the
services are provided.

Use of Estimates

The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures 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 materially differ from these estimates.

Development Stage Company

The Company complies with the FASB Accounting Standards Codification
(ASC) Topic 915 Development Stage Entities and the Securities and
Exchange Commission Exchange Act 7 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

Our functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies
are translated in accordance with ASC Topic 830, "Foreign Currency
Translation" using the exchange rate prevailing at the balance sheet
date. Gains and losses arising on settlement of foreign currency
denominated transactions or balances are included in the
determination of income. We have not, to the date of these financial
statements, entered into derivative instruments to offset the impact
of foreign currency fluctuations.

F-8
________________________________________

Fair Value of Financial Instruments

The respective carrying value of certain on-balance sheet financial
instruments approximate their fair values. These financial
statements include cash, receivables, advances receivable, cheques
issued in excess of cash, accounts payable and property obligations
payable. 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. Unless
otherwise noted, fair values were assumed to approximate carrying
values for these financial instruments since they are short term in
nature and their carrying amounts approximate fair values or they
are receivable or payable on demand.

Income Taxes

The company recognizes income taxes using an asset and liability
approach. Future income tax assets and liabilities are computed
annually for differences between the financial statements and bases
using enacted tax laws and rates applicable to the periods in which
the differences are expressed to affect taxable income.

Basic and Diluted Net Loss Per Common Share

Basic and diluted net loss per share calculations are calculated on
the basis of the weighted average number of common shares
outstanding during the year. The per share amounts include the
dilutive effect of common stock equivalents in years with net
income. Basic and diluted loss per share is the same due to the anti
dilutive nature of potential common stock equivalents.

Stock Based Compensation

The Company accounts for stock-based employee compensation
arrangements using the fair value method in accordance with the
provisions of ASC Topic 718 Compensation Stock Compensation. The
company accounts for the stock options issued to non-employees in
accordance with the provisions of ASC Topic 718, Compensation-Stock
Compensation.

On September 2, 2009, the Board of Directors of Breezer Ventures
Inc. declared the payment of a stock dividend consisting of three
(3) additional shares of the Company's common stock for each one (1)
share of the Company's common stock held as of the record date. The
record date will be September 14, 2009. Such stock dividend will be
paid on September 15, 2009. Holders of fractions of shares of the
Company's common stock will receive a proportional number of shares
rounded to the nearest whole share. In connection with this stock
dividend, the ownership of stockholders possessing 7,650,000 shares
of the Company's Common Stock will be thereby be increased to
30,600,000 shares of common stock.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers
all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents. As of September 30,
2010 and 2009, there were no cash equivalents.

Property, Plant and Equipment

Property, plant and equipment consist of furniture and equipment
recorded at cost, with amortization provided over the estimated
useful life of the asset, 5 years, straight-line.

Recent Accounting Pronouncements

Breezer does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on its results of
operations, financial position or cash flow.

F-9
________________________________________

Note 3 Going Concern

The company's financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and
settlement of liabilities and commitments in the normal course of
business for the foreseeable future. Since inception, the Company
has accumulated losses aggregating to $163,881 and has insufficient
working capital to meet operating needs for the next twelve months
as of September 30, 2010, all of which raise substantial doubt about
the company's ability to continue as a going concern.

The Company does not have the necessary funds to cover the
anticipated operating expenses over the next twelve months. It will
be necessary for the company to raise additional funds through the
issuance of equity securities, through loans or debt financings.
There can be no assurance that the Company will be successful in
raising the required capital or that actual cash requirements will
not exceed our estimates. We do not have any agreements in place for
equity financing and or loan and debt financing. In the event that
the Company is unsuccessful in its financing efforts, the Company
may seek to obtain short term loans.

Note 4 Property, Plant and Equipment

Property, Plant and Equipment consists of furniture and equipment,
which is being depreciated over 5 years.

September September
30,2010 30,2009
$ $

Cost 17,500 17,500
Accumulated Depreciation 16,056) (12,552)
Net, Property, Plant and Equipment 1,444 4,948

Note 5 Income Taxes

The Company has tax losses, which may be applied against future
taxable income. The potential tax benefits arising from these loss
carry forwards expire between 2025 and 2028 and are offset by a
valuation allowance due to the uncertainty of profitable operations
in the future. The net operating loss carry forward was $163,881 and
$151,608 at September 30, 2010 and 2009, respectively.

F-10
________________________________________

Note 6 Related Party Transaction

A director loaned $9,800 to the Company during the period ended
September 30, 2010, which is unsecured, with no specific terms of
repayment. The amount due the director is $38,750 and $38,750 at
September 30, 2010 and September 30, 2009, respectively.

Imputed interest at 8% in the amount of $3,136 and $1,438 has been
included as an increase to additional paid in capital for the year
ended September 30, 2010 and 2009, respectively.

Note 7 Subsequent Events

The Company has abandoned its previous business model, and has no
plans to open a restaurant. As of the date of the filing of this
Report, the Company is exploring and considering various potential
business opportunities.

Breezer Ventures Inc. - FORM 10-K - March 7, 2011

Attached files

Breezer Ventures Inc. Reports