UNITED STATES UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10 - K/A

(Mark One)

[ x ]    ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Period year ended April 30, 2009

[    ]    TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF1934

For the transition period from ______________ to ___________________

 

Commission file number: 333-144681

Nevaeh Enterprises Ltd.

----------------------------------------------

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

Nevada                                                    N/A

(State or other jurisdiction of incorporation or organization)(IRS Employer Number) 

58 DongTangg District, Beijing, China 100027

----------------------------------------------------------

(Address of principal executive office)

949-419-6588

----------------------------------

(Issuer's telephone number)

n/a

-----------------

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

 Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined in Rule 405 of the Securities Act:

Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct:

Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredto 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporatedby reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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" and "smaller reportingcompany" in Rule 12b-2 of the Exchange Act:

Large accelerated filer o Accelerated filer o

 

Non-accelerated filer o Smaller reporting company x

(Do not check if a smaller reporting company)

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

Yes x   No o

The aggregate market value of Nevaeh Enterprises' Common Stock owned by non-affiliates as of July 27, 2009 was nil.

Number of shares of each class of Nevaeh Enterprise's capital stock outstanding as of July 27, 2009: 5,500,000 shares ofcommon stock

Explanatory Note: This amendment to Form 10-K is filed because the number of shares issued and outstanding should be 5,500,000.

 

1

 

 

Nevaeh Enterprises Ltd.

FORM 10-K

For the Fiscal Year ended April 30, 2009

Table of Contents

 

Part I

        Item 1.        Description of Business

        Item 1A.     Risk Factors

        Item 1B.     Unresolved Staff Comments

        Item 2.        Description of Property

        Item 3.        Legal Proceedings

        Item 4.        Submission of Matters to avote of Security Holders

Part II

        Item 5.        Market for Registrant's CommonEquity and Related Stockholder Matters and Issuer Purchases of Equity Securities

        Item 6.        Selected Financial Data

        Item 7.        Management's Discussion andAnalysis of Financial Condition and the Results of Operations

        Item 7A.    Quantitative and Qualitative Disclosures About MarketRisk

        Item 8.        Financial Statements and SupplementaryData

                         Management's Report on Internal Control Over Financial Reporting

                         Report of Independent Registered Public Accouting Firm

Part III

        Item 9.        Changes In and Disagreementswith Accountants on Accounting and Financial Disclosure

        Item 9A.     Controls and Procedures

        Item 9B.     Other Information

        Item 10.      Directors, Executive Officers, Promotersand Control Persons; Compliance with Section 16(a) of the Exchange Act

        Item 11.      Executive Compensation

        Item 12.      Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters

        Item 13.       Exhibits and Financial StatementsSchedules

        Item 14.      Principal Accountants Fees and Services

       Signatures

 

2

 

FORWARD LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS ANNUAL REPORT ON FORM 10-K, OR THE "REPORT," ARE "FORWARD-LOOKING STATEMENTS." THESE FORWARD-LOOKINGSTATEMENTS INCLUDE, BUT ARE  NOT LIMITED TO, STATEMENTS ABOUT THE PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS OF NEVAEHENTERPRISES LTD., A NEVADA CORPORATION AND OTHER STATEMENTS CONTAINED IN THIS REPORT THAT ARE NOT HISTORICAL FACTS. FORWARD-LOOKINGSTATEMENTS IN THIS REPORT OR HEREAFTER INCLUDED IN OTHER PUBLICLY AVAILABLE DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGECOMMISSION, OR THE "COMMISSION," REPORTS TO OUR SHAREHOLDERS AND OTHER PUBLICLY AVAILABLE STATEMENTS ISSUED OR RELEASED BYUS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE OUR ACTUAL RESULTS, PERFORMANCE (FINANCIALOR OPERATING) OR ACHIEVEMENTS TO DIFFER FROM THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS EXPRESSEDOR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FUTURE RESULTS ARE BASED UPON MANAGEMENT'S BEST ESTIMATES BASED UPON CURRENTCONDITIONS AND THE MOST RECENT RESULTS OF OPERATIONS. WHEN USED IN THIS REPORT, THE WORDS "EXPECT," "ANTICIPATE," "INTEND,""PLAN," "BELIEVE," "SEEK," "ESTIMATE" AND SIMILAR EXPRESSIONS ARE GENERALLY INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS,BECAUSE THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. THERE ARE IMPORTANT FACTORS THAT COULD CAUSE ACTUALRESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS, INCLUDING OUR PLANS, OBJECTIVES,EXPECTATIONS AND INTENTIONS AND OTHER FACTORS.

 

 

PART I

Item 1.    Description of Business

Nevaeh Enterprises Ltd. was incorporated in the state of Nevada on June 15, 2006. Nevaeh intends to operate as a softwaredeveloper which will create a software interface which will integrate existing cellular phone devices with an automobile'sexisting navigation system in order to relay text or email message through an automobile's sound system or navigation display.The initial region we plan to market our website to is in major city centers in China. We currently have signed a contractwith a local Chinese software programmer to create and develop our proposed user interface. We expect that we will have aworking, beta stage software by the end of December 2009. We currently have not advanced beyond the business plan state fromour inception until the date of this filing.  We anticipate that in order for us to begin commercialization and retailsale of our product, we will need to raise additional capital. We currently do not have any specific plans to raise thesefunds. 

Principal Products or Services and Their Markets

We intend to commence operations as a software developer which will create a software interface which will integrate existingcellular phone devices with an automobile's existing navigation system in order to relay text or email message through anautomobile's sound system or navigation display.  

Our user interface is designed for the business person who is unable to access digital communications due to long durationsof commuting by car. The advent and popularity of cellular text messaging and wireless electronic mail devices has made theact of transmitting business communications simple and convenient. More often than not, a business person carrying a wirelessor mobile device is constantly pestered with company emails or messages from customers or clients. As such, many businesspeople feel the need to instantly read and reply to any message they receive on their wireless device immediately. This instanturge to access wireless communications, however, can become irritating and, sometimes dangerous, when the recipient of themessage is driving, as the constant ringing and anticipation of the message distracts the driver from attending to the road.Some drivers will go as far to read and reply to their message while driving, completely ignoring the dangers occurring onthe road.

Our user interface will alleviate the driver from distraction by broadcasting all wireless messages through the automobile'sexisting system. The user will have two methods in receiving the message: either have the message digitally spoken throughthe car's audio speakers or have the message visually displayed through the car's navigation system. The user will be ableto use voice commands in order to access the user interface without taking their eyes off the road or their hands off thesteering wheel. Our proposed system will function in the following way:

1) The user installs our user interface into their automobile, which connects our user interface with the audio systemand, if available, the navigation system.

2) Before the user begins driving, the user will connect their wireless messaging device or cellular device wirelesslyusing bluetooth technology.

3) When the user receives a message through their wireless device, the message is automatically forwarded into our userinterface.

4) Our user interface will announce through the car's audio speakers that a message has been received, and if available,the sender of the message and the subject line of the message.

5) The user will then be able to issue a vocal command back towards the system, either to ignore the message or to displaythe message over the navigation system or to have the message digitally spoken over the audio speakers.

6) If the user decides to have the message displayed or read, the user will then also have the choice to reply to the messageby saying the reply out loud and having our user interface interpret your voice and write a reply back to the sender.

Initially, our software will support both the English and Chinese languages. 

The initial market we plan to introduce our software to is the Chinese market. The Company chose the Chinese market dueto the president's familiarity with this market and also due to lower labor costs in software development.

Competition

 The current market for aftermarket vehicle electronics in China is highly fragmented and populated with many differentdevelopers specializing in different niche segments. Most of these developers are small in size and service only a limitedamount of customers. Most aftermarket developers sell their products through traditional retail outlets or online througha Internet web store. 

Insurance

Currently, we have no insurance coverage.

Government Regulation

We are currently not subject to any government regulations.

Offices

The Company's headquarters and executive address is located at 58 Dong Tangg District, Beijing, China 100027. Our telephonenumber is 949-419-6588.

Employees

We currently do not have any employees.

Subsidiaries

We do not have any subsidiaries

Bankruptcy, Receivership, or Similar Proceedings

There has been no bankruptcy, receivership, or similar proceedings

Patents and Trademarks

We do not have any patents or trademarks

Legal Proceedings

We are not a party to any material legal proceeding, nor are any of our officers, director or affiliates' a party adverseto us in any legal proceeding.

Item 1A:     Risk Factors

In addition to the other information in this report and our other filings with the SEC, you should carefully consider therisks described below. These risks are not the only ones facing us. Additional risks and uncertainties not presently knownto us or that we currently believe to be immaterial may also impair our business operations. If any of the following risksoccur, our business, financial condition or operating results could be materially and adversely affected.

Risks associated with Nevaeh Enterprises Ltd.:

1. Our auditors have issued a going concern opinion. This means we may not be able to achieve our objectives and may haveto suspend or cease operations. Our auditors have issued a going concern opinion on the financial statements for the yearsended April 30, 2008 and 2009. This means that there is substantial doubt that we can continue as an ongoing business withoutadditional financing and/or generating profits. If we are unable to do so, we will have to cease operations and you will loseyour investment.

2. Because all of our assets and our officer and director are located outside the United States of America, it may be difficultfor an investor to enforce within the United States any judgments obtained against us or any of our officer and director.All of our assets are located outside of the United States and we do not currently maintain a permanent place of businesswithin the United States. In addition, our director and officer are a national and/or resident of countries other than theUnited States, and all or a substantial portion of such person's assets are located outside the United States. As a result,it may be difficult for an investor to effect service of process or enforce within the United States any judgments obtainedagainst us or our officer or director, including judgments predicated upon the civil liability provisions of the securitieslaws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of China and otherjurisdictions would recognize or enforce judgments of United States courts obtained against us or our director and officerpredicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competentto hear original actions brought in China or other jurisdictions against us or our director and officer predicated upon thesecurities laws of the United States or any state thereof.

3. Because we have only one officer and director who are responsible for our managerial and organizational structure, inthe future, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations whichcould result in fines, penalties and assessments against us. We have only one officer and director. He is responsible forour managerial and organizational structure which will include preparation of disclosure and accounting controls under theSarbanes Oxley Act of 2002. When theses controls are implemented, they will be responsible for the administration of the controls.Should they not have sufficient experience, they may be incapable of creating and implementing the controls which may causeus to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.

4. Because our sole executive officer will only be devoting limited time to our operations, our operations could be sporadicwhich may result in periodic interruptions or suspensions of operations and a lack of revenues which may cause us to ceaseoperations. Qi Tang, our sole executive officer will only be devoting limited time to our operations. Mr. Tang will be devotingapproximately thirty hours a week to our operations. Because Mr. Tang will only be devoting limited time to our operations,our operations may be sporadic and occur at times which are convenient to Mr. Tang. As a result, operations may be periodicallyinterrupted or suspended which could result in a lack of revenues and a possible cessation of operations.

5. Because we do not maintain any insurance, if a judgment is rendered against us, we may have to cease operations. Wedo not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance,if we are made a party to a lawsuit, we may not have sufficient funds to defend the litigation. In the event that we do notdefend the litigation or a judgment is rendered against us, we may have to cease operations.

6. Because all of our assets and our sole officer and director are located outside the United States of America, it maybe difficult for an investor to enforce within the United States any judgments obtained against us or any of our officer anddirector. All of our assets are located outside of the United States. In addition, our director and officer is a nationaland/or resident of countries other than the United States, and all or a substantial portion of such persons' assets are locatedoutside the United States. As a result, it may be difficult for an investor to effect service of process or enforce withinthe United States any judgments obtained against us or our officer or director, including judgments predicated upon the civilliability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty asto whether the courts of China or China or other jurisdictions would recognize or enforce judgments of United States courtsobtained against us or our director and officer predicated upon the civil liability provisions of the securities laws of theUnited States or any state thereof, or be competent to hear original actions brought in China or other jurisdictions againstus, our sole officer and our director predicated upon the securities laws of the United States or any state thereof.

7. If we are not able to effectively respond to competition, our business may fail. There are many small software developersthat sell software products which are similar to our proposed business venture. Most of these competitors have establishedbusinesses with a established customer base. We will attempt to compete against these groups by offering a much higher qualityproduct compared to our competitors products with a more customizable product. However, we cannot assure you that such a strategywill be successful, or that competitors will not copy our business strategy. Our inability to achieve sales and revenues dueto competition will have an adverse effect on our business operations and financial condition.

8. We need to raise additional investment capital in the future in order to commence our business operations. If we areunable to raise the required investment capital, you may lose all of your investment. In the current economic environment;it is extremely difficult for companies without profits or revenues, such as us, to raise capital. We currently do not havea specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form ofequity financing from the sale of our common stock. In the event we are not successful in selling our common stock, we mayalso seek to obtain short-term loans from our director, although no such arrangement has been made. At this time, we cannotprovide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock orthrough a loan from our director to meet our initial capital requirement needs. If we are unable to raise the required financing,we will be unable to proceed with our business plan and you may lose your entire investment.

9. Because our articles of incorporation authorize the issuance of 50,000,000 shares of common stock, an investor facesthe risk of having their percentage ownership diluted in the future. We anticipate that any additional funding will be inthe form of equity financing from the sale of our common stock. In the future, if we do sell more common stock, your investmentcould be subject to dilution. Dilution is the difference between what you pay for your stock and the net tangible book valueper share immediately after the additional shares are sold by us. These shares may also be issued without security holderapproval and, if issued, may be granted voting powers, rights, and preferences that differ from and may be superior to thoseof the registered shares.

Item 1B:     Uuresolved Staff Comments

None

Item 2:    Description of Property

The Company's headquarters and executive offices are located at 58 DongTangg District, Beijing, China 100027. Our telephonenumber is 949-419-6588.

Item 3:     Legal Proceedings

There are no existing, pending or threatened legal proceedings involving Nevaeh Enterprises Ltd., or against any of ourofficers or directors as a result of their involvement with the Company.

 

As of July 22, 2009 the Company does not retain a legal counsel.

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

There were no matters submitted to a vote of security holders during the fiscal period ended April 30, 2009.

Item 5:    Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases ofEquity Securities

The Company's Common stock is not presently listed under any exchange. There is currently no active trading in our commonstock and there has been no active trading.  

As of July 22, 2009, there were approximately 30 stockholders of record of the Company's Common Stock.

The Company has not paid any cash dividends to date, and it has no intention of paying any cash dividends on its commonstock in the foreseeable future. The declaration and payment of dividends is subject to the discretion of its Board of Directors.The timing, amount and form of dividends, if any, will depend on, among other things, results of operations, financial condition,cash requirements and other factors deemed relevant by the Board of Directors.    

There are no outstanding options or warrants or convertible securities to purchase our common equity.     

The Company has never issued securities under and does not have any equity compensation plan.

 

Item 6:     Selected Financial Data

 

 

Item 7:     Management's Discussion and Analysis or Plan of Operation

The following discussion and analysis provides information which management of Nevaeh Enterprises Ltd. (the "Company")believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition.This discussion should be read together with the Company's financial statements and the notes to financial statements, whichare included in this report.

Overview

Nevaeh Enterprises Ltd. was incorporated in the state of Nevada on June 15, 2006. Nevaeh intends to operate as a softwaredeveloper which will create a software interface which will integrate existing cellular phone devices with an automobile'sexisting navigation system in order to relay text or email message through an automobile's sound system or navigation display.The initial region we plan to market our website to is in major city centers in China. We currently have signed a contractwith a local Chinese software programmer to create and develop our proposed user interface. We expect that we will have aworking, beta stage software by the end of July 2009. We currently have not advanced beyond the business plan state from ourinception until the date of this filing.  We anticipate that in order for us to begin commercialization and retail saleof our product, we will need to raise additional capital. We currently do not have any specific plans to raise these funds. 

Results of Operations

Revenues

There were no revenues generated for the fiscal period ended April 30, 2009 and no revenues have been earned by the Companysince it's inception.

General & Administrative Expenses

General and administrative expenses totaled $4,977 for the fiscal year ended April 30, 2009. This is compared to generaland administrative expenses totaling $5,412 for the fiscal year ended April 30, 2008. This decrease in general and administrativeexpenses is largely attributed to an decrease in fees paid for professional services related to maintaining the Company forpublicly reporting status.

We experienced a net loss of $4,977 for the fiscal year ended April 30, 2009 compared to a net loss of $5,412 for the fiscalyear ended April 30, 2008.

Liquidity and Capital Resources

As of April 30, 2009, the Company had cash of $7,332. Management does not expect that the current level of cash on handwill be sufficient to fund our operation for the next twelve month period. In the event that additional funds are requiredto 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 that we will require additional funding to expand our business and ensure its future profitability. We anticipatethat any additional funding will be in the form of equity financing from the sale of our common stock. However, we do nothave any agreements 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 7A:    Quantitative and Qualitative Disclosures about Market Risk

Please see Item 1A above, "Risk Factors," for a discussion of these and other risks and uncertainties we face in our business.

Item 8:    Financial Statements

The financial statements required to be filed pursuant to this Item 8 begin on page F-1 of this report.

Item 9:    Changes In Disagreements With Accountants on Accounting and Financial Disclosure

The Financial Statements of the Company have been audited by Kenne Ruan, CPA, P.C. for the fiscal year ended April 30,2009 and April 30, 2008. There have been no changes in or disagreements with either Kenne Ruan, CPA, P.C. on accounting andfinancial disclosure matters at any time.

Item 9A: Controls and Procedures

Qi Tang, our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosurecontrols and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, taking into account our limited resourcesand current business operations, they concluded that the disclosure controls and procedures are effective in ensuring thatall material information required to be filed in this annual report has been made known to them in a timely fashion. Therehave been no significant changes in internal controls, or in other factors that could significantly affect internal controls,subsequent to the date they completed their evaluation

Evaluation Of Disclosure Controls And Procedures

The Company maintains controls and procedures designed to ensure that information required to be disclosed in this reportis recorded, processed, accumulated, and reported to its management, including the president and the treasurer, to allow timelydecisions regarding the required disclosure. Within the 90 days prior to the filing date of this report, the Company's management,with the participation of its president and treasurer, performed an evaluation of the effectiveness of the design and operationof these disclosure controls and procedures. Those officers have concluded that such disclosure controls and procedures areeffective at ensuring that required information is disclosed in the Company's reports.

Change in Internal Control

There were no significant changes in the Company's internal controls or in other factors that could significantly affectthese controls subsequent to the evaluation date.

Item 9B: Other Information

None

Item 10:    Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)of the Exchange Act

Officers and Directors

Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by theboard of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or untilhe or she is removed from office. The board of directors has no nominating, auditing or compensation committees.

The name, age, and position of our present officers and directors are set forth below:

Name               Age     Position Held

Qi Tang             31      President, Principal Executive Officer, Principal Financial Officer, Principal AccountingOfficer, Treasurer,                                       Secretary, and Director

Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directorselects officers and their terms of office are at the discretion of the Board of Directors.

Background of officers and directors

Mr. Qi Tang has been Nevaeh Enterprise's president, principal executive officer, principal financial officer, principalaccounting officer, treasurer and a director since the company's inception on June 15, 2006.  In 2003,  Mr. Tanggraduated from Chang Chun University of Science and Technology in Chang Chun, Ji Lin with a bachelor's degree in engineeringfocusing on electrical engineering.  From 2003 to the present date, Mr. Tang has been working as an independent contractorassisting small businesses in China design schematics for custom electronic solutions for businesses.

Audit Committee Financial Expert

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believethe cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercialoperations, at the present time, we believe the services of a financial expert are not warranted.

Conflicts of Interest

The only conflict that we foresee is that our officers and directors devote time to projects that do not involve us.

SECTION 16(A) BENEFICIAL OWNER REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act of 1934 requires that the Company's directors, executive officers, andpersons who own more than 10% of registered class of the Company's equity securities, or file with the Securities and ExchangeCommission (SEC), initial reports of ownership and report of changes in ownership of common stock and other equity securitiesof the Company. Officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish theCompany with copies of all Section 16(a) reports they file. As of the fiscal year ending April 30, 2009, Form 3 reports werenot timely filed by Qi Tang, the Company's President.

Code of Ethics

The Company has adopted code of ethics for all of the employees, directors and officers which is attached to this AnnualReport as Exhibit 14.1.

Item 11:    Executive Compensation

The following table sets forth information with respect to compensation paid by us to our officers and directors duringthe three most recent fiscal years. This information includes the dollar value of base salaries, bonus awards and number ofstock options granted, and certain other compensation, if any.

**Summary Compensation  Table**     **Long Term Compensation** **Annual Compensation****Awards****Payouts****(a)****(b)****(c)****(d)****(e)****(f)****(g)****(h)****(i)****Name and Principal Position (1)****Year****Salary($)****Bonus ($)****Other Annual Compensation ($)****Restricted Stock Award(s) ($)****Securities Underlying Options/SARSs (#)****LTIP Payouts ($)****All Other Compensation ($)**Qi Tang20090000000President, Treasurer, Secretary, and Director20080000000 20070000000
[1]     All compensation received by the officers and directorshas been disclosed.

Option/SAR Grants

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans.

Compensation of Directors

We do not have any plans to pay our directors any money.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is madea party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonablybelieved to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officeror director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him againstall expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expensesactually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a courtorder. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directorsor officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnificationis against public policy, as expressed in the Act and is, therefore, unenforceable.

Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by eachof our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our totaloutstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares inthis offering. The stockholders listed below have direct ownership of his/her shares and possess sole voting and dispositivepower with respect to the shares. The address for each person is our address at Postal Code 130021, Box 2225, Ming De PostOffice, Chao Yang District, Chang Chun, Ji Lin.

Name of Beneficial Owner     Direct Amount     Position                                        Percent of Class

Qi Tang                                     4,000,000            CEO, CFO, Secretary,Director    72.72%

All officers and directors as a Group (1 person)     72.72%

Securities authorized for issuance under equity compensation plans.

We have no equity compensation plans.

Item 12: Certain Relationships and Related Transactions

We issued 4,000,000 shares of common stock to Qi Tang, our president and a member of the board of directors in June 2006,in consideration of $4,000.

Item 13: Exhibits

Exhibit No.                             Description

3.1*                                        Articles of Incorporation of the Company (incorporated by reference to the Form SB-2 filed with the Securities and ExchangeCommission on July 19, 2007)

3.2*                                        Bylaws of the Company (incorporated by reference to the Form SB-2 filed with the Securities and Exchange Commission on July19, 2007)   

10.1*                                      Website Design Contract (incorporated by reference to the Form SB-2 filed with the Securities and Exchange Commission on July19, 2007)

14                                           Code of Ethics

31                                           Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and ExchangeAct of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32                                          Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuantto Section 906 of the Sarbanes-Oxley Act of 2002

 

Item 14: Principal Accountant Fees and Services

1) Audit Fees

The aggregate fees billed for the last two fiscal years for professional services rendered by the principal accountantfor the audit of the Company's annual financial statements and review of financial statements included in the Company's Form10-QSBs or services that are normally provided by the accountant in connection with statutory and regulatory engagements forthose fiscal years was:

2009 - $4,300          Kenne Ruan, CPA, P.C.

2008- $4,800          Kenne Ruan, CPA, P.C.

 

2) Audit - Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountantsthat are reasonably related to the performance of the audit or review of the Company's financial statements and are not reportedin the preceding paragraph:

2009 - $ Kenne Ruan, CPA, P.C.

2008 - $0                    Kenne Ruan, CPA, P.C.

 

3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountantfor tax compliance, tax advice, and tax planning was:

2009 - $0                   Kenne Ruan, CPA, P.C.

2008 - $0                   Kenne Ruan, CPA, P.C.

4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principalaccountant, other than the services reported in paragraphs (1), (2), and (3) was:

2009 - $0                    Kenne Ruan, CPA, P.C.

2008 - $0                    Kenne Ruan, CPA, P.C.

           

 

 

 

12

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly causedthis report to be signed on its behalf by the undersigned, thereunto duly authorized on this 12th day of August, 2013,                                     NevaehEnterprises Ltd.

(Registrant)

By: /s/ Qi Tang

Qi Tang

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the followingpersons on behalf of the registrant and in the capacities and on the dates indicated:

Signature Title Date /s/ Qi Tang President, CEO, Secretary, Treasurer and Director August 12, 2013 Qi Tang         

 

 

INDEX TO FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm

Balance Sheets for the fiscal year ended April 30, 2009 and period ended April 30, 2008                                                                              F-2

Statements of Operations for the fiscal year ended April 30, 2009 and period ended April 30, 2008                                                             F-3

Statements of Cash Flows for the fiscal year ended April 30, 2009  and period ended April 30, 2008                                                           F-4

Statements of Shareholder's Equity (Deficit)                                                                                                                                                F-5

Notes to Financial Statements                                                                                                                                                                   F-6

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Nevaeh Enterprises Ltd.

(A Development Stage Company)

We have audited the accompanying balance sheets of Nevaeh Enterprises Ltd.(A development stage company) as of April 30,2009 and 2008, and the related statements of operations, stockholders' equity and cash flows for each of the years of thetwo-year period ended April 30, 2009. These financial statements are the responsibility of the Company's management. Our responsibilityis to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internalcontrol over financial reporting. Our audit included consideration of internal control over financial reporting as a basisfor designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinionon the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion.An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financialstatement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial positionof Nevaeh Enterprises Ltd. as of April 30, 2009 and 2008, and the results of its operations and its cash flows for each ofthe years in the two-year period ended April 30, 2009 in conformity with accounting principles generally accepted in the UnitedStates of America.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed inNote 1 to the financial statements, the Company's losses from operations raise substantial doubt about its ability to continueas a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Kenne Ruan, CPA, P.C.

Woodbridge, Conneticut

July 29 , 2009

 

 

F-1
Neveah Enterprises Ltd.         (A Development Stage Company)       Balance Sheets                                        As of April 30, As of April 30,             2009 2008                         ASSETS      Current Assets            Cash and Cash Equivalents    $                     132$                 209 Due from Related Party      7,200                    TOTAL CURRENT ASSETS                      7,332                  209                TOTAL ASSETS       $                  7,332$                 209                         LIABILITIES AND STOCKHOLDERS' EQUITY                      Current Liabilities           Accounts Payable and Accrued Liabilities  $455$                 455 Loan from Shareholder                              -                  2,900                TOAL CURRENT LIABILITIES                         455               3,355                COMMITMENTS  (Note 4)                        Stockholders' Equity           Common Stock              Authorized:              50,000,000 common shares at $0.001 par value       Issued and outstanding:            5,500,000 common shares                     19,000               4,000                 Additional paid-in capital                              -                 (Deficit) accumulated during the development stage                 (12,123)              (7,146)                TOTAL STOCKHOLDERS' EQUITY                     6,877              (3,146)                TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$                  7,332$                 209                                 The accompanying notes are an integral part of the consolidated financial statements.  Nevaeh Enterprises Ltd.           (A Development Stage Company)          Statements of Operations                                                          June 15, 2006       For the Three Months Ended For the Twelve Months Ended (Inception) to        April 30, April 30, April 30, April 30, April 31,       2009 2008 2009 2008 2009                General and Administration Expenses           Filing Fees    $                                       -  $                                    60  $                                       -  $                                  715  $                                  994 Professional Fees                                        600                                   1,200                                   4,900                                   4,477                                 10,877 Dues and Subscriptions                                            -                                           -                                           -                                        99   Bank charges and interest                                            -                                        65                                        77                                      121                                      252                Operating loss                                        600                                   1,325                                   4,977                                   5,412                                 12,123                Net (loss) for the period   $                                 (600)  $                              (1,325)  $                              (4,977)  $                              (5,412)  $                            (12,123)                Net (loss) per share                       Basic and diluted   (0.00) (0.00) (0.00) (0.00)                  Weighted Average Number of Common Shares Outstanding           Basic and diluted   5,500,000                            4,000,000                            5,500,000                            4,000,000                                  The accompanying notes are an integral part of the consolidated financial statements.
 
Nevaeh Enterprises Ltd.`     (A Development Stage Company)     Statements of Cash Flows                                      June 15, 2006       For the Twelve Months Ended(Inception) to        April 30, April 30,April 30,       2009 20082009           Operating Activities       Net (loss) for the period                            (4,977)                   (5,412)                      (12,123)Changes in non-cash working capital items     Due From Related Party                            (7,200)                          (7,200) Loan from Shareholder                                     -                                   - Accounts Payable and Accrued Liaiblities                                   -                        455                            455Cash used in operating activities                         (12,177)                   (4,957)                      (18,868)           Financing Activities       Share Capital Subscibed                            15,000                            -                       19,000 Loans from Shareholder                            (2,900)                     2,600                                 -Cash provided by financing activities                          12,100                     2,600                       19,000           Cash increase (decrease) during the Period                               (77)                   (2,357)                            132           Cash, Beginning of Period                                 209                     2,566                                 -Cash,  End of Period                                 132                        209                            132           Supplemental Information      Interest Paid                                      -                            -                                 -Income Taxes Paid                                      -                            -                                 -           The accompanying notes are an integral part of the consolidated financial statements.
 
Nevaeh Enterprises Ltd.         (A Development Stage Company)         Statement of Changes in Stockholders’ Equity (Deficit)        From June 15, 2006 (Inception Date) to April 30, 2009                Deficit          Accumulated        Additional During the  Total  Common Stock Paid-in Development Stockholders'  Shares Amount Capital Stage Equity         Common stock issued for cash:           - at $0.001 per share, August 1, 20064,000,000$4,000$ $ $4,000           Comprehensive income (loss)           - Net Loss for the period from Inception June 15, 2006 to April 30, 2007    (1,734) (1,734)           Balance, as at April 30, 20074,000,000$4,000$0$(1,734)$2,266           Comprehensive income (loss)           - Net Loss for the year ended April 30, 2008     (5,412) (5,412)           Balance, as at April 30, 20084,000,000$4,000$0$(7,146)$(3,146)           Common stock issued for cash:          - at $0.01 per share April 30, 20091,500,000 15,000     15,000           Comprehensive income (loss)           - Net Loss for the year ended April 30, 2009     (4,977) (4,977)           Balance, as at April 30, 20095,500,000$19,000$0$(12,123)$6,877           The accompanying notes are an integral part of the consolidated financial statements.
F-5

 

Nevaeh Enterprises Ltd.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

For the year ended April 30, 2009

 

1.         Nature and Continuance of Operations

 

            The Company is a development stage company which wasincorporated in the State of Nevada, United States of America on June 15, 2006. The Company intends to commence operationsas a developer of aftermarket electronic accessories for motor vehicles.

 

            These financials statements have been prepared on agoing concern basis. The Company has accumulated a deficit of $12,123 since inception and has yet to achieve profitable operationsand further losses are anticipated in the development of its business, raising substantial doubt about the Company’sability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Companyto generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repayits liabilities arising from normal business operations when they come due. Management plans to continue to provide for itsworking capital needs by seeking loans from its shareholders. These financial statements do not include any adjustments tothe recoverability and classification of assets, or the amount and classification of liabilities that may be necessary shouldthe Company be unable to continue as a going concern.

 

            The company’s year-end is April 30, 2009.

 

2.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

            The financial statements of the Company have been preparedin accordance with accounting­ principles generally accepted in the United States of America. Because a precise determinationof many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarilyinvolves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates.

 

            The financial statements have, in managements opinion,been properly prepared within the framework of the significant accounting policies summarized below:

 

            Cash and Cash Equivalents

 

            Cash equivalents comprise certain highly liquid instrumentswith a maturity of three months or less when purchased. As at April 30, 2009, there were no cash equivalents.

           

            Development Stage Company

 

            The Company complies with Statement of Financial AccountingStandard (SFAS) No. 7 and the Securities and Exchange Commission Exchange Act 7 for its characterization of the Company asdevelopment stage.

 

            Impairment of Long Lived Assets      Long-lived assets are reviewed for impairment in accordance with SFAS No. 144, "Accounting for the Impairment or Disposalof Long- lived Assets". Under SFAS No. 144, long-lived assets are tested for recoverability whenever events or changes incircumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized or the amount,if any, which the carrying value of the asset exceeds the fair value.

            Foreign Currency Translation

 

The Company is located and operating outside of the United States of America. It maintains its accounting records in U.S.Dollars, as follows:

 

At the transaction date, each asset, liability, revenue, and expense is translated into U.S. dollars by the use of exchangerates in effect at that date. At the period end, monetary assets and liabilities are remeasured by using the exchange ratein effect at that date. The resulting foreign exchange gains and losses are included in operations.

 

The Company’s currency exposure is insignificant and immaterial and we do not use derivative instruments to reduceits potential exposure to foreign currency risk.

 

            Financial Instruments

        The carrying value of the Company's financial instruments consisting of cash equivalentsand accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments.Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or creditrisks arising from these financial instruments.  

            Income Taxes

              The Company uses the assets and liability methodof accounting for income taxes in accordance with SFAS No. 109 "Accounting for Income Taxes".  Under this method, deferredtax assets and liabilities are recognized for the future tax  consequences attributable to temporary differences betweenthe financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred taxassets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which thosetemporary differences are expected to be recovered or settled.  

 

            Basic and Diluted Net Loss Per Share

              In accordance with SFAS No. 128, "Earnings PerShare', the basic net loss per common share is computed by dividing net loss available to common stockholders by the weightedaverage number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per commonshare except that the denominator is increased to include the number of additional common shares that would have been outstandingif the potential common shares had been issued and if the additional common shares were dilutive. As at April 30,2009, dilutednet loss per share is equivalent to basic net loss per share.              Stock Based Compensation               The Company accounts forstock options and similar equity instruments issued in accordance with SFAS No. 123(revised), " Share-Based Payment>". Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fairvalue at the grant date, and expensed over the expected vesting period.   Transactions in which goods or servicesare received in exchange for the issuance of equity instruments are accounted for based on the fair value of the considerationreceived or the fair value of the equity instruments issued, whichever is more reliably measurable.   SFAS No. 123(revised)requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.              The Company did not grant any stock options during the period ended April 30, 2009.              Comprehensive Income               The Company adopted Statementof Financial Accounting Standards No. 130 (SFAS 130), Reporting Comprehensive Income, which establishes standards for reportingand display of comprehensive income, its components and accumulated balances. The Company is disclosing this information onits Statement of Stockholders' Equity.  Comprehensive income comprises equity except those resulting from investmentsby owners and distributions to owners.                TheCompany has no elements of "other comprehensive income" during the period ended April 30, 2009.            

            Advertising Expenses

 

            The company expenses advertising costs as incurred.There was no advertising expense incurred by the company during the period ended April 30, 2009.           

 

            New Accounting Standards

              Management does not believe that any recentlyissued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financialstatements.  

           

3.         CAPITAL STOCK

 

            On August 1, 2006, the Company issued 4,000,000 commonshares at $0.001 per share to the sole director of the Company for total proceeds of $4,000.

On January 12, 2009, the Company issued 1,500,000 shares of capital stock to 30 shareholder’s for total proceedsof $15,000. 

 

4.         COMMITMENTS

 

            On June 20, 2006, the management of the Company signeda software design contract with Zhou Li Hong, an independent software designer to create and develop a software design forthe Company . In consideration, the Company agreed to pay Mr. Zhou a fixed fee of $8,000, which is due upon the completionof the beta phase of the website. Management expects the beta phase of the software to be complete by the end of March 2008. 

 

5.         RELATED PARTY TRANSACTIONS

 

            The Company’s sole officer has loaned the company$4,900, without interest and fixed term of repayment.

  6. Due From Related Parties

The sole officer and director of the Company has in his receipt, the funds of $15,000 related the capital stock issuanceon January 1, 2009. The amount of the $15,000 was applied against the Company’s loan owing to the Company’s soleofficer and director of $7,800. Accordingly, $7,200 of funds remain from the proceeds from the share issuance. These fundsare in his safe custody pending the opening of a company bank account.