SK Realty Ventures Inc - Quarterly Report of Financial Condition (10QSB)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act

of 1934. For the quarterly period ended September 30, 2007.

o Transition report pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934. For the transition period from ____ to ____ .

 

SK REALTY VENTURES, INC.

(Exact name of registrant as specified in its charter)

NEVADA	76-0747086
(State or Other Jurisdiction of Incorporation or Organization)	(Employer Identification Number)

585 Stewart Avenue

Suite 760

Garden City, NY 11530

(Address of Principal Executive Offices and Zip Code)

[phone]

(Registrants telephone number)

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.0001 per share

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x  NO o

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

YES o NO x

Number of shares outstanding of each of the registrant's classes of common stock as of November 21, 2007: Common Stock: 13,625,240

 

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SK REALTY VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Balance Sheet

(Unaudited)

ASSETS
		September 30, 2007
CURRENT ASSETS
Marketable Securities						625
Total Current Assets						625
OTHER ASSETS
Tax Deeds						5,660
Total Other Assets						5,660
TOTAL ASSETS					$	6,285
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accrued Expenses						12,000
Loans Payable Shareholder						49,320
Property Taxes Payable						2,339
Total Current Liabilities						63,659
TOTAL LIABILITIES						63,659
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock; 10,000,000 authorized at $0.0001 par value						-
Common stock; 300,000,000 shares authorized at $0.0001 par value;
13,625,240 shares issued and outstanding						1,362
Additional Paid-in Capital						344,486
Other comprehensive (loss)						(36,875	)
Deficit accumulated during the development stage						(710,917	)
Total stockholders' equity (deficit)						(57,374	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)					$	6,285
The accompanying notes are an integral part of these consolidated financial statements

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SK REALTY VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Operations and Other Comprehensive Loss

(Unaudited)

		Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended			From Inception of the development stage on August 1, 2003 Through
		September 30, 2007			September 30, 2006			September 30, 2007			September 30, 2006			September 30, 2007
REVENUE		$	-		$	-		$	-		$	-		$	-
EXPENSES
Salary			-			15,000			30,000			45,000			260,300
Bank Charges			-			-			8			-			70
Professional Fees			7,500			10,960			44,293			53,213			245,802
Administrative Costs			4,500			4,500			13,500			13,500			67,500
Compensation Expense			-			-			-			-			119,897
Forfeiture of tax deeds			-			-			-			-			11,000
Interest Expense			-			1,215			1,752			1,562			4,009
Taxes			-			326			-			978			2,339
Total Expenses			12,000			32,001			89,553			114,253			710,917
NET (LOSS)			(12,000	)		(32,001	)		(89,553	)		(114,253	)		(710,917	)
OTHER COMPREHENSIVE LOSS
Change in marketable securities valuation			(3,200	)		(2,175	)		(3,200	)		75			(36,875	)
TOTAL COMPREHENSIVE INCOME (LOSS)		$	(15,200	)	$	(34,176	)	$	(92,753	)	$	(114,178	)		(747,792	)
BASIC (LOSS) PER SHARE		$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING			13,625,240			12,300,240			13,625,240			12,300,240

 

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

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SK REALTY VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

 

		Nine Months Ended			Nine Months Ended			From Inception of the development stage on August 1, 2003 through
		September 30, 2007			September 30, 2006			September 30, 2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss)		$	(89,553	)	$	(114,193	)	$	(710,917	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Stock issued for services		$	12,218		$	12,500		$	57,218
Amortization of deferred consulting expense		$	-		$	-		$	30,300
Services for Stock Subscription Receivable		$ $	150		$	-		$	150
Forfeiture of tax deeds		$	-		$	-		$	11,000
Option Extension Expense		$	-		$	-		$	119,897
Property Tax Payable		$	-		$	978		$	2,339
Prepaid Expenses		$	-		$	-
Accrued Interest Payable		$	(1,623	)	$	1,062		$	634
Accrued expenses		$	29,347		$	89,213		$	325,275
Other Assets		$	133		$	-		$	133
Deferred Consulting		$	-		$	-		$	89,581
Net Cash Provided (used) by Operating Activities		$	(49,328	)	$	(10,440	)	$	(74,390	)
CASH FLOWS FROM INVESTING ACTIVITIES
Tax Deeds		$	-		$	-		$	-
Contributed Capital		$	-		$	-		$	(5,661	)
Unrealized Loss on Investment		$	-		$	-		$	-
Net Cash (Used) by Financing Activities		$	-		$	-		$	(5,661	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable		$	49,320		$	10,000		$	74,320
Proceeds from Line of Credit		$	-			440		$	5,661
APIC		$	-		$	-		$	70
Net Cash Used by Financing Activities		$	49,320		$	10,440		$	80,051
Net increase in cash or cash equivalents		$	(8	)	$	-		$	(0	)
Cash at beginning of period		$	8			20		$	0
Cash at end of period		$	0		$	20		$	0
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest		$	-		$	440		$	440
Cash paid for income taxes		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock for assets		$	-		$	-		$	48,650
Stock issued for services		$	12,218		$	12,500		$	57,218
Net Change in unrealized loss on investment		$	3,200		$	75		$	36,875
Related party forgiveness of debt		$	344,571		$	-		$	344,571

 

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

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SK REALTY VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2007

 

NOTE 1 -

BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company’s December 31, 2006 audited financial statements and notes thereto.

NOTE 2 -

GOING CONCERN

The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations, the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include the acquisition of assets and raising additional capital through sales of common stock. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

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SK REALTY VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2007

 

NOTE 3 -

OUTSTANDING STOCK OPTIONS

 

On November 1, 2003, the Board of Directors of the Company adopted “The 2003 Compensation Benefit Plan, under which the Company may issue stock, or grant options to employees, consultants, advisors, or other individuals. The total number of shares as to which the Company may issue or grant options under this plan is one and one half million (1,500,000). The Company has granted 1,200,000 shares under this plan. On January 2, 2007, 1,200,000 stock options were exercised on a cashless basis into common stock of the Company. There are no other remaining issued stock options.

A summary of the status of the Company’s stock option plan as of September 30, 2007

		Weighted
		Average			Exercise
		Shares			Price
Outstanding, January 1, 2007			1,200,000		$	0.0001
Granted			-			-
Canceled/Expired			-			-
Exercised			1,200,000			-
Outstanding, September 30, 2007			-
Exercisable, September 30, 2007			-

 

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NOTE 5 -

NOTES PAYABLE

 

A Shareholder advanced the Company $49,320 which is payable on demand .

 

NOTE 6 -

SUBSEQUENT EVENT

On or about July 27, 2007, a change of control of the Company occurred as a result of the sale by Richard Miller, the then-current President and sole Director of the Company, of 10,000,000 shares of common stock of the Company to an investor group.

On July 27, 2007, the Board of Directors appointed Eric Sheppard to be President of the Company and Vedat Kalkuz as Secretary of the Registrant, effective upon the resignation of Richard Miller and Mitchell Cohen, as President and Secretary, respectively and appointed Eric Sheppard, Engin Yesil and Claudio Osorio to fill vacancies on the Company’s Board of Directors. On November 14, 2007, the Board of Directors appointed Fredrick Schulman to replace Eric Sheppard as the Company’s President, Mr. Sheppard having resigned from the position on that date.

 

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Assets

Our assets consist of marketable securities and three real estate properties we have purchased in Reading, PA at tax auctions, which we intend to resell. We value the properties at our acquisition costs. The following table provides additional details on the properties.

 

Location		Description			Acquisition Cost
Reading, PA			Mobile home		$	1,058
Reading, PA			Mobile home		$	2,682
Sellersville, PA			Vacant land parcel		$	1,921

 

As shown on the Company’s consolidated balance sheet, as of September 30, 2007, the Company had total assets of $6,285.

Total revenue .

We had no revenue for the nine month period ended September 30, 2007. Although the Company currently owns three properties in Pennsylvania, no revenues have been generated from these properties and there will be no revenue from any of the properties until they are rented or sold.

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Operating Expenses.

Our operating expenses are composed primarily of salaries, professional fees and administrative costs. For the nine month period ended September 30, 2007, operating expenses were $89,553 as compared to $114,193 for the same period in 2006. The decrease in operating expenses in 2007 was primarily attributable to a decrease in salaries and to the lesser extent professional fees during such period. For the three month period ended September 30, 2007, operating expenses were $12,000 as compared to $32,001 for the same period in 2006. The decrease in operating expenses in 2007 was primarily attributable to a decrease in salaries during such period

Liquidity and Capital Resources

Our capital requirements to date have depended on several factors, including the costs of tax lien certificates acquired, the timing of redemptions of tax lien certificates and the timing of the sale of properties acquired by the Company through foreclosure. The Company intends to acquire assets which may require financing which there is no assurance will be secured. We believe that we will not generate enough cash from operations to be sufficient to fund our ongoing operations through the next twelve months. As of September 30, 2007, we had $0 in cash and $625 in marketable securities on our balance sheet. We previously had secured financing to enable us to meet our obligations in the form of a credit line agreement which provided up to $100,000 in debt financing from Triple J Associates, a company owned by a former officer and director of the Company. However, the credit line agreement expired on December 31, 2006, was not extended and is no longer available to the Company.

 

There can be no assurance that we will be able to secure needed financing. Therefore, there can be no assurance that we will have sufficient financing for the Company’s operations, to enable us to acquire assets and to continue our business. The Company will be required to seek alternative financing. There can be no assurance that we will be able to successfully raise such additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be dilutive to our current stockholders. The incurrence of indebtedness would result in an increase in our fixed obligations and could result in borrowing covenants that would restrict our operations. If financing is not available when required or is not available on acceptable terms, we may be unable to develop or enhance our products or services. In addition, we may be unable to take advantage of business opportunities or respond to competitive pressures. Any of these events could have a material and adverse effect on our business, results of operations and financial condition. Lack of additional funds will materially affect our business and may cause us to cease operations. Consequently, stockholders could incur a loss of their entire investment in the Company.

Our financial statements were prepared on the assumption that we will continue as a going concern. The report of our independent accountants for the year ended December 31, 2006 acknowledges that we have incurred losses in each of the last fiscal years and that we will require additional funding to sustain our operations. These conditions cause substantial doubt as to our ability to continue as a going concern. Our financial statements included herein do not include any adjustments that might result should we be unable to continue as a going concern.

 

Critical Accounting Policies and Estimates

 

The preparation of condensed financial statements in conformity with the accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results could differ materially form those estimates under different assumptions.

 

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We believe that the following accounting policies are the most critical to our condensed financial statements since these policies require significant judgment or involve complex estimates to the portrayal of our financial condition and operating results:

·  Revenue recognition

·  Stock based compensation

Our audited financial statements as of December 31, 2006 filed as part of our Form 10-KSB contain further discussions on our critical accounting policies and estimates.

We have no off-balance sheet arrangements.

 

The preceding statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations" which are not historical facts are forward-looking statements. These forward-looking statements involve risks and uncertainties that could render them materially different, including, but not limited to, the risk that the Company will be unable to make acquisitions and secure the financing necessary to do so and to continue operations and the risk that we will not be able to fund our working capital needs from cash flow.

Item 3: Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), within 90 days of the filing date of this report. In designing and evaluating the Company’s 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 their objectives and management necessarily applied its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that as of September 30, 2007, the Company’s disclosure controls and procedures were (1) designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s chief executive officer and chief financial officer by others within those entities, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Limitations on the Effectiveness of Internal Controls

 

         Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material errors. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations on all internal control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of internal control is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate because of changes in circumstances, and/or the degree of compliance with the policies and procedures may deteriorate. Because of the inherent limitations in a cost effective internal control system, financial reporting misstatements due to error or fraud may occur and not be detected on a timely basis.

 

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There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in the above paragraph.

 

Item 5: Other Information

 

On November 14, 2007, the Board of Directors appointed Fredrick Schulman to replace Eric Sheppard as the Company’s President, Mr. Sheppard having resigned from the position on that date. Mr. Schulman’s resume is presented below:

Fredrick Schulman served as the Chairman and President of Gourmet Group, Inc. (“Gourmet”) from September 2000 until March of 2005 and he has been a member of its Board of Directors since March, 2005. Gourmet, a publically traded company, is now known as Drinks Americas Holdings, Ltd. He has 25 years of experience in corporate and commercial finance, venture capital, leveraged buy outs, investment banking and corporate and commercial law. Mr. Schulman's career includes key positions with RAS Securities in New York from 1994 to 1998 as General Counsel and Investment Banker, eventually becoming Executive Vice President and Director of Investment Banking. From 1999 to September, 2001, he was President of Morgan Kent Group, Inc., a venture capital firm based in New York and Austin, Texas. Since September, 2003, Mr. Schulman has served as Chairman of Skyline Multimedia Entertainment, Inc., and, since September, 2002, he has served as President and Director of East Coast Venture Capital, Inc., a specialized small business investment company and community development entity based in New York. Since September, 2006, Mr. Schulman also has served as chairman of the board of directors of NewBank, a New York chartered commercial bank.

 

PART II

Item 1. Legal Proceedings

None

Item 6. Exhibits and Reports on Form 8-K

 

(a)	Exhibits.
	31	Certification of Chief Executive Officer and Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

 

	32	Certification of Chief Executive Officer and Chief Financial Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934
(b)   Reports on Form 8-K

 

Form 8-K dated July 27, 2007 reporting a change in control of the Company, the resignation of the Company’s Board of Directors and Executive Officers, and the appointment of Executive Officers and Members of the Company’s Board of Directors.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

SK REALTY VENTURES, INC.

(Registrant)

Signature		Title		Date
/s/ Fredrick Schulman		President and Acting Principal Accounting Officer		November 21, 2007