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Forward Looking Statements
This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these terms or other comparable terminology.
Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
The safe harbors of forward-looking statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock. As we issued securities at a price below $5.00 per share, our shares are considered penny stock and such safe harbors set forth under the Private Securities Litigation Reform Act of 1995 are unavailable to us.
Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.
As used in this Annual Report, the terms "we," "us," “Company,” "our" and "Zev Ventures, Inc." mean Zev Ventures, Inc., unless otherwise indicated.
THERE IS SUBSTANTIAL UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS A GOING CONCERN.
In their audit report dated March 27, 2017 our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Because our officers may be unwilling or unable to loan or advance any additional capital to us, we believe that if we do not raise additional capital, we may be required to suspend or cease the implementation of our business plan. See the Audited Financial Statements - Auditors Report". Because our auditor has issued an opinion that substantial doubt exists as to whether we can continue as a going concern, it may be more difficult to attract investors.
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Corporate Information
Zev Ventures, Inc. (“Zev Ventures, Inc.” or the “Company”) was incorporated in the State of Nevada on December 22, 2014, and our fiscal year end is December 31. The Company’s administrative address is 500C Grand St. Apartment 3G New York NY, 10002. Our telephone number is (631) 418-7044.
Zev Ventures, Inc. has begun generating revenues and continues to grow our inventory, however, our ability to fully implement our business plan requires us to raise additional funds for marketing and inventory.
Zev Ventures, Inc. has never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. The Company, its directors, officers, affiliates and promoters, have not and do not intend to enter into negotiations or discussions with representatives or owners of any other businesses or companies regarding the possibility of an acquisition or merger.
The Company purchases sporting events and concert tickets in bulk directly from ticket vendors such as Ticketmaster and directly from the sports franchises and sports associations. The Company intends to focus on tickets offered by the following sports leagues: Major League Baseball (“MLB”), the National Basketball Association (“NBA”), the National Hockey League (“NHL”), and the National Football League (“NFL”). Teams in these leagues sell their tickets for below market price in order to insure games are sold out and to maintain customer loyalty. We intend to capitalize on this market inefficiency by reselling tickets purchased from primary vendors at the price actually commanded by the market on StubHub, a ticket resale marketplace.
Buying tickets on the primary market in bulk and months in advance of a given sporting event will permit us to resell those tickets on the secondary market at a 5-20% markup. For tickets to events in unusually high demand, such as playoff games or late-season games with potential playoff implications, the markup can be as high as 30-100%.
Our ability to profit on the resale of tickets depends highly on an event’s ability to sell out. Sold out events eliminate primary market vendors from our competition and decrease the supply of tickets, thus increasing our profits. Our ability to see real growth requires additional funding to ensure we have the ability to buy as many tickets as possible. If we focus on simply one team, we will not be able to ensure at least some playoff tickets.
Products
The Company currently has no new publicly announced products
Competition
Barrier to entry in the industry is extremely low and there are many competitors. Before we launch our own website for the purpose of selling our tickets, our primary competition will be other ticket resellers on StubHub. Once we successfully launch our website, our competition will consist of companies such as StubHub, Ticketliquidator.com, Ticketnetwork.com, Ticketsnow.com, and Vividseats.com.
For events that fail to sell out, we will also compete with primary ticket vendors, such as TicketMaster.
As a small company compared to some of our competitors, they have significantly greater financial and marketing resources. They may have a greater advantage to negotiate higher commissions because of their more recognizable brand. There are no assurances that our efforts to compete in the marketplace will be successful.
Employees
Zev Ventures, Inc. has no employees. Our officer and director is donating his time to the development of the company, and intends to do whatever work is necessary in order to bring us to the point of greater revenues. We have no other employees, and do not foresee hiring any additional employees in the near future. Our officer and director will also be responsible for designing and developing our website and auction system, and managing our Internet Marketing efforts.
Patents, Copyrights and Trademarks
There are no aspects of our business plan that require a patent, trademark, or product license.
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Government Regulation
We are not currently subject to direct federal, state, or local regulation other than the requirement to have a business license for the area in which we conduct business.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item.
We currently maintain our executive offices at 500C Grand St. Apartment 3G New York NY, 10002.
The company is not a party to any legal proceedings.
Not applicable to our operations.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
No public market currently exists for shares of our common stock. Following completion of this offering, we intend to apply to have our common stock listed for quotation on the OTCMarkets QB or Pinksheet markets.
Number of Holders
As of March 28, 2017, the Company has 2,000,000 shares of common stock issued and outstanding and no shares of the preferred.
Dividends
It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Securities authorized for issuance under equity compensation plans
We have no compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.
Recent Sales of Unregistered Securities
Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities.
On December 22, 2014 the Company issued 3,000,000 shares of common stock to Mr. Turetsky for cash at $0.0001 per share for a total of $300.00.
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These securities were issued in reliance upon the exemption contained in Section 4(2) of Securities Act of 1933. These securities were issued to the founders of the Company and bear a restrictive legend. No written agreement was entered into regarding the sale of stock to the Company's founders.
Use of Proceeds of Registered Securities.
If the maximum amount of funds are raised, we intend to fund our operations and then implement our business plan. If we sell 15% or less of our shares under the Offering, we will have to seek out additional capital from alternate sources to pay our existing liabilities and execute our business plan. If such funds are not available, our business would likely fail and any investment would be lost. No assurance can be given that the net proceeds from the total number of shares offered hereby or any lesser net amount will be sufficient to accomplish our goals.
Purchases of Equity Securities.
None.
Transfer Agent
We currently do not have a stock transfer agent. The Company has identified several agents to retain that will facilitate the processing of the certificates upon closing of the offering.
The following financial information summarizes the more complete historical financial information at the end of this Prospectus.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto included in this Report beginning on page F-1. The results shown herein are not necessarily indicative of the results to be expected in any future periods. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
Significant Accounting Policies
Our discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, valuation of intangible assets and investments, share-based payments, income taxes and litigation. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results that differ from our estimates could have a significant adverse effect on our operating results and financial position. We believe that the following significant accounting policies and assumptions may involve a higher degree of judgment and complexity than others.
Emerging Growth Company
We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
Results of Operations
Our results of operations are presented below:
Results of Operations for the Twelve Months Ended December 31, 2016 compared to the Twelve Months Ended December 31, 2015.
During the twelve months ended December 31, 2016 we incurred a net loss of $34,580, compared to a net loss of $19,775 during the same period in fiscal December 31, 2015. The increase in our net loss during the year ended December 31, 2016 was primarily due to increased General and Administrative Expenses and operating costs relating to salaries and other general and administrative expenses.
Our total operating expenses for the year ended December 31, 2016 were $27,671, compared to operating expenses of $18,257 during the same period in fiscal December 31, 2015.
Liquidity and Capital Resources
As of December 31, 2016 we had $2,382 in cash and $5,660 in total assets, and $60,503 in total liabilities as compared to $5,174 in cash, and $8,040 in total assets, and $28,303 in total liabilities as of December 31, 2015.
We are dependent on our revenues for cash flow, as we have minimized cash flow requirements through equity or debt financing. However, as we intend to expand operations, it is likely that we will require cash flow from financing in the future which could affect our ability to become cash flow positive.
For the year ending December 31, 2016 we used net cash of $28,992 in operating activities, compared to net cash used of $20,641 in operating activities during the same period in fiscal December 31, 2015.
During the year ended December 31, 2016, net cash of $26,200 was provided by financing activities compared to net cash of $24,315 during the same period in fiscal December 31, 2015.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
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Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS