Our presentation in this Management's Discussion and Analysis of Financial
Condition and Results of Operations contains a number of 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.
These forward-looking statements are based on management's current projections
or expectations with regard to the future operations of business. Such
projections or expectations are expressed in good faith and believed to have a
reasonable basis, but there can be no assurance that such projections or
expectations will prove to be correct or accurate, and as a result of certain
risks and uncertainties, actual results of operations may differ materially.
7.1 CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our financial statements in conformity with accounting
principles generally accepted in the United States requires our management to
make estimates and assumptions that affect the amounts reported in our financial
statements and accompanying notes. Actual results could differ materially from
those estimates.
Our audited financial statements and the notes thereto contain more details of
critical accounting policies and other disclosures required by generally
accepted accounting principles.
7.2 RESULTS OF OPERATIONS
7.2.1 Revenue and Expenses
As described in Item 1 hereof, the Company has remained in an inactive or
non-operating status since December 6, 2004. There was no active business
operated and no revenue earned by the Company for the fiscal years ended
December 31, 2019 and 2018.
Total expenses for the fiscal year ended December 31, 2019 were US$65,502
against US$61,124 a year before. Expenses were for professional fees and
miscellaneous administrative expenses in the two fiscal years.
7.2.2 Net Loss
Net loss for the fiscal year ended December 31, 2019 was US$65,502 against a net
loss of US$61,124 a year before.
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7.2.3 Liquidity and Capital Resources
As at December 31, 2019, the balance of cash for the Company was nil. The
Company has currently retained no sources of liquidity other than the private
financing by cash in-flow from the principal stockholder, which is unsecured and
could be discontinued at any time.
7.3 OFF-BALANCE SHEET ARRANGEMENTS
There were no off-balance sheet arrangements as defined in Item 303(c) of
Regulation S-K, as at the end of the fiscal year 2019 and any interim periods in
the current fiscal year.
7.4 PLAN OF OPERATION
All statements presented in this section regarding our financial position and
operating and strategic initiatives are forward-looking statements, where we or
our management express(es) an expectation or belief as to future results. Such
expectation or belief is expressed in good faith and believed to have a
reasonable basis, but there can be no assurance that the statement of
expectation or belief will result or be achieved or accomplished. Factors which
could cause actual results to differ materially from those anticipated include,
but not limited to, general economic and business conditions, competition and
development in the industries, the business abilities and judgment of personnel,
the impacts of unusual events resulting from ongoing evaluations of business
strategies, and changes in business strategies.
The Company has been in an inactive or non-operating status since December 6,
2004, and currently remains as a shell company with its only activities of
accruing minimal non-operating expenses. It is expected that the Company will
remain in such status until a re-organization with a selected entity takes
place.
As a part of our plan, we expect our next move to be a re-organization with a
selected entity, for the Company to acquire sufficient capital funds and engage
into a selected business. However, there can be no assurance as to when or
whether the Company will be able to accomplish this plan.
7.5 ADDITIONAL CAUTIONARY STATEMENTS AND RISK FACTORS
7.5.1 Going Concern
The financial statements presented in this annual report have been prepared in
conformity with generally accepted accounting principles in the United States of
America, which contemplate continuation of the Company as a going concern.
However, substantial doubt has been raised with regard to the ability of the
Company to continue as a going concern, in light of that as at December 31,
2019, the Company had minimal assets of US$12,500, none of which were cash or
cash equivalents to support its needs of cash payments for any current expenses
which may be required for its continuation as a going concern.
The Company has maintained no revenue-generating or cash in-flow operations
since December 6, 2004 and has relied on the private financing by cash in-flow
from the principal stockholder of the Company. The principal stockholder has
undertaken to finance the Company in cash for a "reasonable" period of time for
the Company to continue as a going concern, assuming that in such a period of
time the Company would be able to restructure its business and restart on a
revenue-generating operation and/or raise additional capital funds to support
its continuation. However, it is uncertain as for how long or to what extent
such a period of time would be "reasonable", and there can be no assurance that
the financing from the principal stockholder will not be discontinued.
Other than the private financing by cash in-flow from the principal stockholder,
which is unsecured and could be discontinued at any time, the Company has
currently preserved no sources of liquidity to support its continuation as a
going concern.
These uncertainties may result in adverse effects on continuation of the Company
as a going concern. The accompanying financial statements do not include or
reflect any adjustments that might result from the outcome of these
uncertainties.
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7.5.2 Limited Market
The market for our stock is limited. Our common stock is currently traded on the
Pink Sheets under the symbol "PVEG.PK". On January 30, 2020, the last reported
sale price of our common stock on the Pink Sheets was US$0.006 per share.
However, we consider our common stock to be "thinly traded" and any last
reported sale prices may not be a true market-based valuation of the common
stock.
Our common stock is considered to be a "penny stock" and, as such, the market
for our common stock may be further limited by certain SEC rules applicable to
penny stocks.
As long as the price of our common stock remains below US$5.00 per share or we
have net tangible assets of US$2,000,000 or less, our common shares are likely
to be subject to certain "penny stock" rules promulgated by the SEC. Those
rules impose certain sales practice requirements on brokers who sell penny
stocks to persons other than established customers and accredited investors
(generally, institutions with assets in excess of US$5,000,000 or individuals
with a net worth in excess of US$1,000,000). For transactions covered by the
penny stock rules, the broker must make a special suitability determination for
the purchaser and receive the purchaser's written consent to the transaction
prior to the sale. Furthermore, the penny stock rules generally require, among
other things, that brokers engaged in secondary trading of penny stocks provide
customers with written disclosuredocuments, monthly statements of the market
value of penny stocks, disclosure of the bid and asked prices and disclosure of
the compensation to the brokerage firm and disclosure of the sales person
working for the brokerage firm. These rules and regulations adversely affect the
ability of brokers to sell our common shares and limit the liquidity of our
securities.
7.5.3 Tax matters
No U.S. Federal tax returns and information forms had been filed for numerous
years. The Company, however, has completed its delinquent filings current
through the Delinquent International Information Return Submission Procedures
("DIIRSP") in 2019. Since the Company incurred losses for most of the years, we
do not foresee significant tax liabilities arising from the DIIRSP.
7.5.4 Due to stockholder
There were no related party transactions other than the private financing by
loans to us from our principal stockholder, who is also the sole director of the
Company, during the last two fiscal years ended December 31, 2019 and 2018. All
private loans from the principal stockholder to the Company were unsecured,
interest free and not subject to fixed term of repayment.
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