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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q/A

Amendment No. 1


X

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended October 31, 2011


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the transition period from ____________ to ____________


Commission File No. 001-35316


SUPERIOR VENTURE CORPORATION

(Exact name of small business issuer as specified in its charter)


Nevada

27-2450645

(State or other jurisdiction of incorporation

(I.R.S. Employer Identification No.)

Or organization)


1937 E. Mineral Avenue, Centennial, Colorado 80122

(Address of Principal Executive Offices)


(303) 513-82026

(Issuer’s telephone number)


None

(Former name, address and fiscal year, if changed since last report)


Check whether the issuer (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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  X        No____


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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


[ ]  Large accelerated filer

[ ]  Accelerated filer


[ ]  Non-accelerated filer

[X]  Smaller reporting company


APPLICABLE ONLY TO CORPORATE ISSUERS:


State the number of shares outstanding of each of the issuer’s classes of common equity, as of October 31, 2011:   15,000,000 shares of common stock.




1



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ___  No _X__


Transitional Small Business Disclosure Format (Check One) Yes ___ No  X




            

EXPLANATORY NOTE


The purpose of this Amendment No. 1 to the Superior Venture Corporation Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2011, filed with the Securities and Exchange Commission on December 19, 2011 (the “Form 10-Q”), is to amend Exhibit 101 to the Form 10-Q and add the statement of stockholders’ deficit which was inadvertently omitted from the original filing. Exhibit 101 to this report includes amended information in the “Document and Entity Information” section, adds the balance sheet parenthetical table and further includes the notes to financial statements from the Form 10-Q (formatted in XBRL), which also were inadvertently omitted from the XBRL portion of the original filing.


No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.


            




2



PART I – FINANCIAL INFORMATION


Item 1.

Financial Statements


Item 2.

Management’s Discussion and Analysis of Financial Condition


Item 4.

Control and Procedures


PART II – OTHER INFORMATION


Item 1.

Legal Proceedings


Item 2.

Changes in Securities


Item 3.

Defaults Upon Senior Securities


Item 4.

Submission of Matters to a Vote of Security Holders


Item 5.

Other Information


Item 6.

Exhibits and Reports on Form 8-K


SIGNATURE


Item 1.  Financial Information




3



FINANCIAL STATEMENTS


SUPERIOR VENTURE CORPORATION


Table of Contents

PAGE


BALANCE SHEETS

5


STATEMENTS OF OPERATIONS

6


STATEMENT OF STOCKHOLDERS’ DEFICIT

7


STATEMENTS OF CASH FLOWS

8


NOTES TO THE UNAUDITED CONDENSED INTERIM

     FINANCIAL STATEMENTS

9



































4



Superior Venture Corporation

(A Development Stage Corporation)


Balance Sheets


 

 

 

 

 

 

 

 

 

October 31, 2011

April 30, 2011

 

 

 

 

(unaudited)

(audited)

 

 

Assets

 

 

 

 

 

Cash

$

37,945

$

2,224

 

 

Total current assets

 

37,945

$

2,224

 

 

 

 

 

 

 

 

 

Total assets

$

37,945

$

2,224

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Accounts payable

$

2,800

$

2,372

 

 

Total current liabilities

 

2,800

 

2,372

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

Preferred stock; $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding

 

-

 

-

 

 

Common stock; $0.001 par value; 70,000,000 shares authorized; 15,000,000 shares issued and outstanding



$

15,000

$

10,000

 

 

Capital in excess of par value

 

45,000

 

-

 

 

Accumulated deficit during development stage

 

(24,855)

 

(10,148

)

 

Total stockholders’ equity

 

35,145

 

(148

)

 

Total liabilities and stockholders’ equity

$

37,945

$

2,224

 

 

 

 

 

 

 

 

 

The Accompanying notes are an integral part of the financial statements




















5




Superior Venture Corporation

(A Development Stage Corporation)


Statements of Operations

(Unaudited)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended October 31,

 

 

Six Months Ended October 31,

 

 

Period
April 27, 2010
(Date of Inception)
through October 31,
2011

 

 

 

 

 

 

 

2011

 

 

2010

 

 

2011

 

 

2010

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Sales

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Selling, general and administrative

 

 

7,694

 

 

 

551

 

 

 

14,707

 

 

 

4,471

 

 

 

24,855

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(7,694

)

 

$

(551

)

 

$

(14,707

)

 

$

(4,471

)

 

$

(24,855

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share

 

 

(0.00

)

 

$

(0.06

)

 

$

(0.00

)

 

$

(0.45

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

15,000,000

 

 

 

10,000

 

 

 

13,179,348

 

 

 

10,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




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










6




Superior Venture Corporation

(A Development Stage Corporation)


Statement of Stockholders’ Deficit


For the Period from April 27, 2010 (Date of Inception) through October 31, 2011

(unaudited)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Capital in

 

 

 

 

 

Accumulated

 

 

Total Stockholders’

 

 

Excess of

Stock

 

Shares

 

 

Amount

 

 

Par Value

 

 

Subscription

 

 

Deficit

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 27, 2010 (Date of Inception)

 

 

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Shares issued

 

10,000,000

 

 

 

10,000

 

 

 

-

 

 

 

(6,000

)

 

 

 

 

 

 

4,000

 

Net loss for the period April 27, 2010 (Date of Inception) through April 30, 2010

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(100

)

 

 

(100

)

Balance, April 30, 2010

 

10,000,000

 

 

$

10,000

 

 

$

-

 

 

$

(6,000

)

 

$

(100

)

 

$

3,900

 

Stock subscription

 

-

 

 

 

-

 

 

 

-

 

 

 

6,000

 

 

 

-

 

 

 

6,000

 

Net loss

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(10,048

)

 

 

(10,048

)

Balance, April 30, 2011

 

10,000,000

 

 

$

10,000

 

 

$

-

 

 

$

-

 

 

$

(10,148

)

 

$

(148

)

Shares issued

 

5,000,000

 

 

 

5,000

 

 

 

45,000

 

 

 

 

 

 

 

 

 

 

 

50,000

 

Net loss

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(14,707

)

 

 

(14,707

)

Balance, October 31, 2011

 

15,000,000

 

 

$

15,000

 

 

$

45,000

 

 

$

 

 

 

$

(24,855

)

 

$

35,145

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



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






7




Superior Venture Corporation

(A Development Stage Corporation)


Statement of Cash Flows

(unaudited)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Month Period Ended October 31, 2011

 

 

For the Six Month Period Ended October 31, 2010

 

 

For the Period from April 27, 2010 (Date of Inception) through October 31, 2011

 

 

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

 

Net loss

 

$

(14,707

)

$

(4,471

)

$

(24,855

)

Adjustments to reconcile net loss to net cash used by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Decrease in accounts payable

 

 

428

 

 

 

 

 

2,800

 

Net cash used by operating activities

 

 

(14,279

)

 

(4,471

)

 

(22,055

)

 

 

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

 

 

Net cash used by investing activities

 

 

0

 

 

0

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

 

 

Issuance of shares

 

 

50,000

 

 

6,000

 

 

60,000

 

Net cash provided by financing activities

 

 

50,000

 

 

6,000

 

 

60,000

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

35,721

 

 

1,529

 

 

37,945

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

2,224

 

 

3,900

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

37,945

 

 

5,429

 

$

37,945

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Information:

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for interest

 

$

0

 

$

0

 

$

0

 

Cash pair during the period for taxes

 

$

0

 

$

0

 

$

0

 

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







8




Superior Venture Corporation

(A Development Stage Corporation)

Notes to Financial Statements


For the Year Ended April 30, 2011 and

For the Three and Six Month Periods Ended October 31, 2011 and 2010 and for the

Period from April 27, 2010 (Date of Inception) through October 31, 2010

(unaudited)


 

 

1.

Background Information


Superior Venture Corporation (the “Company”), is a Nevada Corporation, incorporated on April 27, 2010 (Date of Inception) with its corporate headquarters located in Colorado and its year-end is April 30. The Company has a principal business objective of producing and selling wine varietals. Producing wines that are both well balanced and possessing clearly projected aromas, combined with stylistic packaging; Superior Venture plans to position itself in the market place by branding our product and leaving the consumer with an eclectic impression. We plan to produce and promote an elevation of chic sophistication while maintaining selections that are innovative and progressive with a multiplicity in its flavors and sensations.



 

 

2.

Going Concern


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period ended October 31, 2011, the Company has had no operations. As of October 31, 2011, the Company has not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.


 

 

3.

Significant Accounting Policies


The significant accounting policies followed are:


 

 

 

FASB Codification - In June 2009, the FASB issued ASC 105, Generally Accepted Accounting Principles, effective for interim and annual reporting periods ending after September 15, 2009. This statement establishes the Codification as the source of authoritative accounting principles used in the preparation of financial statements in conformity with generally accepted accounting principles. The Codification does not replace or affect guidance issued by the SEC or its staff. As a result of the Codification, the references to authoritative accounting pronouncements included herein now refer to the Codification topic section rather than a specific accounting rule as was past practice.


 

 

 

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


 

 

 

Cash and cash equivalents - All cash, other than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents.

 

 

 

Research and development expenses - Expenditures for research, development, and engineering of products are expensed as incurred.


 

 

 

Common stock - The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied.


 

 

 

Revenue and cost recognition – The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.


 

 

 

Advertising Costs - The Company’s policy regarding advertising is to expense advertising when incurred.


 

 

 

Income Taxes - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.


The Company adopted the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10), at inception. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.


 

 

 

Earnings (Loss) Per Share - Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. At October 31, 2011, the Company did not have any potentially dilutive common shares.


Financial instruments – In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the



10



highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

 

 

 

 

 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.



 

 

 

 

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.


 

 

 

 

 

 

Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 31, 2011. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.


At inception, the Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not have a significant impact on the Company’s financial statements.


Recent accounting pronouncements


Recent accounting pronouncements issued by FASB (including EITF), the AICPA and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.


 

 

4.

Preferred Stock


The Company's Board of Directors has authorized 5,000,000 million shares of preferred stock with a par value of $0.001 to be issued in series with terms and conditions to be determined by the Board of Directors.


 

 

5.

Income Taxes


There is no current or deferred income tax expense or benefit for the period ended October 31, 2011.


The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference are as follows:











11




 

 

 

 

 

 

 

April 27, 2010

(Date of Inception) through

October 31, 2011

 

Tax benefit at U.S. statutory rate

 

$

(7,700)

 

State income tax benefit, net of federal benefit

 

 

-

 

Valuation allowance

 

 

7,700

 

 

 

$

-

 

The Company did not have any temporary differences for the period from April 27, 2010 (Date of Inception) through October 31, 2011


6. Equity


At the date of incorporation, a stock subscription was received for 10,000,000 shares of its $0.001 common stock, at par for $10,000, of which $4,000 was received as of April 30, 2010. The remaining amount, $6,000, was received on May 12, 2010.


During the six months ended October 31, 2011, the Company sold 5,000,000 shares of common stock for $0.01 per share and received $50,000.  






12



Item 2. Management’s Discussion and Analysis of Financial Conditions and

Results of Operations



Plan of Operation


On February 28, 2010 we received approval from the Securities and Exchange Commission of our Registration Statement on Form S-1.  Wherein, we registered 5,000,000 shares of our common stock at an offering price of $.01 in order to raise $50,000.00 as our initial capital.  


During the six months ended October 31, 2011, the Company sold 5,000,000 shares of common stock for $0.01 per share and received $50,000.


Superior Venture Corporation is a Nevada Corporation with a principal business objective of producing and selling wine varietals.  Producing wines that are both well balanced and possessing clearly projected aromas, combined with stylistic packaging; Superior Venture plans to brand our product and leaving the consumer with an eclectic impression.  We plan to promote an elevation of chic sophistication while maintaining selections that are innovative and progressive with a multiplicity in its flavors and sensations.


Superior Venture plans to offer two wine varietals approximately seven to nine months following the closing of the public offering and plans to add two more varieties within the next 24 months.  Upon receiving our first shipment during the seven to nine month timeframe; we hope to start generating revenue approximately thirty days following the initial delivery.  The goal is to hopefully capture market share while branding our products for long-term acceptance and brand loyalty.  The umbrella sales and marketing campaign we have planned at the present includes a combination of direct sales and mass marketing.     



Superior Venture Corporation is a development stage company that has not commenced its planned principal operations. Superior Venture Corporation operations to date have been devoted primarily to start-up and development activities, which include the following:


1.

Development of the Superior Venture Corporation business plan;


2.

Due diligence on growers and production facilities to work with to produce our wines;


3.

Adopted marketing strategy and target market segmentation;


4.

Conducted due diligence and identified five major market target segments and adopted a focused marketing strategy.  These segments include:

·

Distributors

·

Retailers – including food and specialty stores

·

Media – including newspapers and specialty publications

·

Networking – individuals and associations



13



·

End Consumer



Superior Venture Corporation is attempting to become operational and plans to offer two wine varietals approximately seven to nine months following the closing of the public offering and plans to add two more varietals within the next 24 months.  Upon receiving our first shipment during the seven to nine month timeframe; we hope to start generating revenue approximately thirty days following the initial delivery.  In order to generate revenues, Superior Venture Corporation must address the following areas:


?

Apply high standards of performance and accountability in all business practices.

?

Communication of company mission and vision to all levels of the organization.

?

Establishing on-going benchmarks for success incorporating an adherence to stringent values and principles.  Financial and strategic management of the business is what will ultimately determine our prosperity and success.  Again, Superior Venture will adhere to stringent values and principals and in doing so; we will also help foster a climate of respect, trust, and candor conducive to the effective functioning of the business.  

?

Commitment to our customers by providing products that are responsive to their needs and desires.     

?

Maintain development of innovative ideas to enhance the growth and image of the company.  

?

It is imperative that Superior Venture constantly monitor changing consumer demands and consumption in an effort to offer products that are in the highest demand.

?

Open and effective communication between management, distributors and end consumers. 

?

Build and foster loyalty and dedication.  Corporate commitment to employee loyalty and dedication should lead to the survival and prosperity of our products and ultimately the organization.



Results of Operation


The Company did not have any operating income from inception (April 27, 2010) through October 31, 2011. For the period from inception, April 27, 2010 through the quarter ended October 31, 2011, the registrant recognized a net loss of $24,855. Some general and administrative expenses during the year were accrued. Expenses for the year were comprised of costs mainly associated with legal, accounting and office.


Liquidity and Capital Resource


At October 31, 2011 the Company had no capital resources and will rely upon the  issuance  of  common  stock  and  additional  capital  contributions  from shareholders  to  fund  administrative  expenses  pending full implementation of the Company’s business model.


Critical Accounting Policies




14



SUPERIOR Venture Corporation financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition.  We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.



Item4. Controls and Procedures



Evaluation of Disclosure Controls and Procedures


We maintain disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.


Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of October 31, 2011.  Based on their evaluation, our chief executive officer and chief financial officer have concluded that, as of October 31, 2011, our disclosure controls and procedures were not effective.




PART II - OTHER INFORMATION




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Item 1. Legal Proceedings



None


Item 2. Changes in Securities.



None


Item 3. Defaults Upon Senior Securities.



None


Item 4. Submission of Matters to a Vote of Security Holders.



None


Item 5. Other Information.



None


Item 6.  Exhibits and Reports on Form 8-K


(a)

Exhibits


33.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of  2002


33.2 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002


(b)

Reports on Form 8-K



No reports on Form 8-K were filed during the quarter ended October 31, 2011.








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SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



SUPERIOR VENTURE CORPORATION



Date: January 6, 2012

                            

/s/ Michael Moore

Michael Moore

President, Chief Executive Officer,

Secretary, Chief Financial Officer,

Director




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EXHIBIT 31.1



CERTIFICATION OF 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


I, Michael Moore, certify that:


1.

I have reviewed this Quarterly Report on Form 10-Q/A of Superior Venture Corporation.


2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods present in this report;


4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:


(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



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(d)

Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Dated: January 6, 2012


/s/ Michael Moore

Michael Moore

President, Chief Executive Officer,

Chief Accounting Officer, Secretary,

Chief Financial Officer and Director




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EXHIBIT 32.1


CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with this Quarterly Report of Superior Venture Corporation (the “Company”) on Form 10-Q/A for the period ending October 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Moore, Chief Executive Officer and Chief Accounting Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:


1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


2.

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


By:   /s/ Michael Moore

       Michael Moore

       Chief Executive Officer, President,

       Chief Accounting Officer, Chief Financial

       Officer, Secretary, and Director


Dated: January 6, 2012  




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