U.S. Securities and Exchange Commission

Washington, D.C. 20549

 

FORM - 10Q

 

[ X ]            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF  THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

 

or

 

[   ]              TRANSITION REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

 

For the transition period from _____________________

Commission File No.

 

Breezer Ventures Inc.

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(Name of small business issuer in its charter)

 

 

202-351 No. 13 Mai zidian zao ying bei li, Chaoyang District, Beijing, 100024

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(Address of principal executive offices)

 

011-852-131-4607-6574

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(Registrant's telephone number, including area code)

 

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 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  [   ]

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

The number of shares of the registrant's common stock, par value $0.001 per share, outstanding as of July 30, 2008 was 7,650,000.

Transitional Small Business Disclosure Format (Check One):  Yes [   ]  No [ x ]

 

1

 

  Breezer Ventures Inc.

Table of Contents

 

Part I - FINANCIAL INFORMATION

Item 1.    Financial Statements (Unaudited)

               Balance Sheets as of June 30, 2008 (Unaudited) and September 30, 2007 .....................................................................................................3

     Statements of Operations for three months and nine ended June 30, 2008 and 2007 (Unaudited) and from the inception date May 18 , 2005 to June 30, 2008 (Unaudited)............................................................................................................................................................................................................................................4

     Statements of Cash Flows for nine months ended June 30, 2008 and 2007 (Unaudited) and from the inception date May 18 , 2005 to June 30, 2008 (Unaudited)..........................................................................................................................................................................................................................................5

               Notes to Financial Statements (Unaudited)........................................................................................................................................................................................6

Item 2.    Management's Discussion and Analysis or Plan of Operations.........................................................................................................................................7

Item 3.    Controls and Procedures........................................................................................................................................................................................................9

Part II - OTHER INFORMATION.............................................................................................................................................................................................................10

 

2

Part I - FINANCIAL INFORMATION

Item 1.    Financial Statements

Breezer Venture Inc.

(A Development Stage Company)

Balance Sheets

(Unaudited)

 

	June 30,	September 30,
	2008	2007
ASSETS
Current Assets
Cash and Cash Equivalents	$                                  136	$                        25
Total Current Assets	136	25
Property Plant and Equipment
Furniture and Equipment, net of accumulated depreciation
of $9,924 and $7,296, respectively	7,576	10,204
Total Assets	$                            7,712	$                10,229
LIABILITIES AND STOCKHOLDER'S DEFICIT
Current Liabilities
Accounts Payable and Accrued Liabilities	$                          24,950	$                16,250
Shareholder Loan	24,450	19,250
Total Current Liabilities	49,400	35,500
Stockholder's Deficit
Preferred stock, $.001 par value, 50,000,000 shares authorized, none issued and outstanding	-	-
Common stock, $.001 par value, 50,000,000 shares authorized, 7,650,000 shares issued and outstanding at June 30, 2008 and September 30, 2007, respectively	7,650	7,650
Additional Paid In Capital	52,223	50,905
Deficit accumulated during the exploration stage	(101,561)	(83,826)
Total Stockholder's Deficit	(41,6588)	(25,271)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$                           7,712	$               10,229

 

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

 

BREEZER VENTURES INC.

(A Development Stage Company)

Statements of Operations

Three and Nine Months Ended June 30, 2008 and 2007 and the Period From

May 18, 2005 (Inception) through June 30, 2008

(Unaudited)

   

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

 

 

BREEZER VENTURES INC.

(A Development Stage Company)

Statements of Cash Flows

Nine Months Ended June 30, 2008 and 2007 and the Period From

May 18, 2005 (Inception) through June 30, 2008

(Unaudited)

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

 

Breezer Ventures, Inc.

(A Development Stage Company)

Notes to Financial Statements

(unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Breezer Ventures, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with Breezer's audited 2007 annual financial statements and notes thereto filed with the SEC on form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the result of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in Breezer's 2007 annual financial statements have been omitted.

NOTE 2 - GOING CONCERN

Breezer'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 $101,073 and has insufficient working capital to meet operating needs for the next twelve months as of June 30, 2008, all of which raise substantial doubt about Breezer's ability to continue as a going concern.

 NOTE 5    RELATED PARTY TRANSACTION

A director loaned $5,200 to the Company during the period ended  June 30, 2008, which is unsecured, non interest bearing, with no specific terms of repayment. The amount due the director is $24,450 and $19,250 at June 30, 2008 and September 30, 2007, respectively.

Imputed interest at 8% in the amount of $1,318 has been included as an increase to additional paid in capital for the nine months ended June 30, 2008.

 

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

Some of the statements contained in this quarterly report of Breezer Ventures, Inc., a Nevada corporation (hereinafter referred to as "we", "us", "our", "Company" and the "Registrant") discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

The following discussion should be read along with our financial statements as of June 30, 2008, which are included in another section of this document and with our Form 10-KSB as of September 30, 2007 which contains a more detailed discussion of our plan. This discussion contains forward-looking statements about our expectations for our business and financial needs. These expectations are subject to a variety of uncertainties and risks that may cause actual results to vary significantly from our expectations. The cautionary statements made in our Report on Form 10-KSB should be read as applying to all forward-looking statements in any part of this report.

Overview

Breezer Ventures, Inc. was incorporated in the state of Nevada on May 18, 2005. We intend to commence operations as a causal, fine-dining restaurant serving modern, fusion-style Indian cuisine. On September 30, 2005, we signed an asset purchase agreement with Big-On-Burgers Restaurants to purchase the furniture and capital equipment of their restaurant. Our intention is to completely renovate the interior and exterior of the present restaurant in order to convert the current fast food restaurant into our white table cloth restaurant. The address of the restaurant site is 31390 South Fraser Way, Abbotsford, British Columbia. We expect the grand opening of our new restaurant/lounge to occur at the end of June 2008.  

Results of Operations  

The Company experienced general and administration expenses of $17,735 for the nine months ended June 30, 2008, compared to general and administration expenses of $14,081 for the nine months ended June 30, 2007. The increase in expenses was related to professional fees incurred by the Company to maintain its status as a publicly reporting company.

For the nine months ended June 30, 2008, the company experienced a net loss of $17,735 compared to a net loss of $14,081 for the nine months ended June 30, 2007.

Liquidity and Capital Resources  

During the nine month period ended June 30, 2008, the Company satisfied its working capital needs by using shareholder loans from the Company's sole director. As of June 30, 2008, the Company has cash on hand in the amount of $136. Management does not expect that the current level of cash on hand will be sufficient to fund our operations for the next twelve month period. In the event that additional funds are required to maintain operations, our officers and directors have agreed to advance us sufficient capital to allow us to continue operations. We may also be able to obtain loans from our shareholders, but there are no agreements or understandings in place currently.

We believe we will require additional funding to expand our business and ensure its future profitability. We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any arrangements in place for any future equity financing. In the event we are not successful in selling our common stock, we may also seek to obtain short-term loans from our director.

 

Item 3. Controls and Procedures

(a)      Evaluation of Disclosure Controls and Procedures.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. Our current principal executive officer, who is also our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the quarterly period covered by this report pursuant to Rule 15d-15(b) promulgated under the Exchange Act. Based upon that evaluation, our principal executive and financial officer has concluded that our disclosure controls and procedures were effective in alerting management in a timely fashion to all material information required to be included in our periodic filings with the Commission.

(b)      Changes in Internal Controls.

There were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II: OTHER INFORMATION

Items 1, 2, 3, 4, and 5 are inapplicable.

Item 6: Exhibits

(a)   The following exhibit is filed as part of this report:

        31.1  Certification  of Chief  Executive  Officer and Chief Financial Officer  of  Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a).

         32.1 Certification of Chief Financial Officer and Chief Executive Officer of pursuant of Section 1350.

 

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 August 8, 2008

 

EXHIBIT INDEX 

Exhibit		Item
31.1		Certification of Principal Executive and Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002