| **U.S. 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 June 30, 2005**

 

**o**

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

**For the transition period from _____________**

**Commission File No. 000-50868**

**EQUITY VENTURES GROUP, INC.**

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

**Florida**

 

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

 

 

 

 

**1314 E. Las Olas Blvd., Ste 1030**

**Fort Lauderdale, FL 33301**

(Address of principal executive offices)(Zip Code)

 

**949-387-8490**

(Registrant’s telephone no., including area code

 

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

 

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

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes x   No o

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of August 2, 2005: 974,000 shares of common stock.

 

 

 

 

 

 

 

**EQUITY VENTURES GROUP, INC.**

**FINANCIAL STATEMENTS**

**INDEX**

**Part I-- FINANCIAL INFORMATION**

Item 1. Financial Statements

 

Item 2. Management’s Discussion and Analysis of Financial Condition

Item 3. Control and Procedures

 

 

 

 

**Part II-- OTHER INFORMATION**

Item 1. Legal Proceedings

 

Item 2. Changes in Securities

 

Item 3. Defaults Upon Senior Securities

 

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

Item 5. Other Information

 

Item 6. Exhibits and Reports on Form 8-K

 

 

 

 

 

 

 

**SIGNATURE**

 

 

 

 

 

 

 

**Item 1.**

**Financial Information**

 

BASIS OF PRESENTATION

 

The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the six months ended June 30, 2005 are not necessarily indicative of results that may be expected for the year ending December 31, 2005. The financial statements are presented on the accrual basis.

 

 

 

 

 

 

 

 

 

 

**EQUITY VENTURES GROUP, INC.**

**(A DEVELOPMENT STAGE COMPANY)**

**FINANCIAL STATEMENTS**

**AS OF JUNE 30, 2005**

**(UNAUDITED)**

 

 

 

 

 

 

**EQUITY VENTURES GROUP, INC.**

**(A DEVELOPMENT STAGE COMPANY)**

 

 

**CONTENTS**

 

 

PAGE

1

CONDENSED BALANCE SHEETS AS OF JUNE 30, 2005 (UNAUDITED)

 

 

 

PAGE

2

CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004 AND FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO JUNE 30, 2005 (UNAUDITED)

 

 

 

PAGES

3 – 4

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO JUNE 30, 2005 (UNAUDITED)

 

 

 

PAGE

5

CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004 AND FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO JUNE 30, 2005 (UNAUDITED)****

 

 

 

PAGES

6 - 8

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

 

 

 

**EQUITY VENTURES GROUP, INC.**

**(A DEVELOPMENT STAGE COMPANY)**

**CONDENSED BALANCE SHEETS**

**AS OF JUNE 30, 2005**

**(UNAUDITED)**

 

 

 

 

 

 

**ASSETS**

 

 

 

 

2005

**CURRENT ASSETS**

 

 

Cash

$

4,408

 

 

 

**TOTAL ASSETS**

$

4,408

 

 

 

 

 

 

 

 

 

**CURRENT LIABILITIES******

 

 

Accounts payable

$

550

 

 

 

**TOTAL LIABILITIES**

 

550

 

 

 

**STOCKHOLDERS’ EQUITY**

 

 

Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding, respectively

 

-

Common stock, $0.001 par value, 100,000,000 shares authorized, 974,000 shares issued and outstanding

 

974

Additional paid in capital

 

27,821

Accumulated deficit during development stage

 

(24,937)

Total Stockholders’ Equity

 

3,858

 

 

 

**TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY**

$

4,408

 

 

See accompanying notes to condensed financial statements.

1

 

**EQUITY VENTURES GROUP, INC.**

**(A DEVELOPMENT STAGE COMPANY)**

**CONDENSED STATEMENTS OF OPERATIONS**

**(UNAUDITED)**

 

 

 

 

 

 

For the Three Months Ended June 30, 2005

 

For the Three Months Ended June 30, 2004

 

For the Six Months Ended June 30, 2005

 

For the Six Months Ended June 30, 2004

 

For the Period from December 17, 1999 (Inception) to

June 30, 2005

 

 

 

 

 

 

 

 

 

 

 

**OPERATING EXPENSES**

 

 

 

 

 

 

 

 

 

 

Professional fees

$

2,024

$

2,951

$

5,524

$

3,000 

$

21,574

General and administrative

 

741

 

-

 

1,015

 

30 

 

3,363

Total Operating Expenses

 

2,765

 

2,951

 

6,539

 

3,030 

 

24,937

 

 

 

 

 

 

 

 

 

 

 

**LOSS FROM OPERATIONS**

 

(2,765)

 

(2,951)

 

(6,539)

 

(3,030)

 

(24,937)

 

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

-

 

-

 

-

 

-    

 

-

 

 

 

 

 

 

 

 

 

 

 

**NET LOSS**

$

(2,765)

$

(2,951)

$

(6,539)

$

(3,030)

$

(24,937)

 

 

 

 

 

 

 

 

 

 

 

Net loss per share - basic and diluted

$

-

$

-

$

(0.01)

$

-    

$

(0.02)

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding during the period - basic and diluted

 

974,000

 

974,000

 

974,000

 

974,000 

 

1,337,947

 

See accompanying notes to condensed financial statements.

2

 

**EQUITY VENTURES GROUP, INC.**

**(A DEVELOPMENT STAGE COMPANY)**

**CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY**

**FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO JUNE 30, 2005**

**(UNAUDITED)**

 

 

 

 

 

 

Common Stock

 

Additional Paid-In

 

Subscription

 

Accumulated Deficit During Development

 

 

 

 

Shares

 

Amount

 

Capital

 

Receivable

 

Stage

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued to founders for cash ($0.001 per share)

 

1,000,000 

$

1,000 

$

-    

$

-    

$

-    

$

1,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

In-kind contribution

 

-    

 

-    

 

79 

 

-    

 

-    

 

79 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period from December 17, 1999 (inception) to December 31, 1999

 

-    

 

-    

 

-    

 

-    

 

(79)

 

(79)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 1999

 

1,000,000 

 

1,000 

 

79 

 

-    

 

(79)

 

1,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for subscription receivable ($0.001 per share)

 

1,500,000 

 

1,500 

 

-    

 

(1,500)

 

-    

 

-    

 

 

 

 

 

 

 

 

 

 

 

 

 

In-kind contribution

 

-    

 

-    

 

10,079 

 

-    

 

-    

 

10,079 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss, 2000

 

-    

 

-    

 

-    

 

-    

 

(11,029)

 

(11,029)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2000

 

2,500,000 

 

2,500 

 

10,158 

 

(1,500)

 

(11,108)

 

50 

 

 

 

 

 

 

 

 

 

 

 

 

 

In-kind contribution

 

-    

 

-    

 

79 

 

-    

 

-    

 

79 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock subscription cancelled

 

(1,500,000)

 

(1,500)

 

-    

 

1,500 

 

-    

 

-    

 

 

 

 

 

 

 

 

 

 

 

 

 

In-Kind contribution of stock

 

(200,000)

 

(200)

 

200 

 

-    

 

-    

 

-    

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss, 2001

 

-    

 

-    

 

-    

 

-    

 

(129)

 

(129)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2001

 

800,000 

 

800 

 

10,437 

 

-    

 

(11,237)

 

-    

 

See accompanying notes to condensed financial statements.

3

 

**EQUITY VENTURES GROUP, INC.**

**(A DEVELOPMENT STAGE COMPANY)**

**CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY**

**FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO JUNE 30, 2005**

**(UNAUDITED)**

 

 

 

 

 

 

Common Stock

 

Additional Paid-In

 

Subscription

 

Accumulated Deficit During Development

 

 

 

 

Shares

 

Amount

 

Capital

 

Receivable

 

Stage

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

In-kind contribution

 

-    

 

-    

 

79 

 

-

 

-    

 

79 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss, 2002

 

-    

 

-    

 

-    

 

-

 

(79)

 

(79)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2002

 

800,000 

 

800 

 

10,516 

 

-

 

(11,316)

 

-    

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash ($0.10 per share)

 

174,000 

 

174 

 

17,226 

 

-

 

-    

 

17,400 

 

 

 

 

 

 

 

 

 

 

 

 

 

In-kind contribution

 

-    

 

-    

 

79 

 

-

 

-    

 

79 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss, 2003

 

-    

 

-    

 

-    

 

-

 

(1,094)

 

(1,094)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2003

 

974,000 

 

974 

 

27,821 

 

-

 

(12,410)

 

16,385 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss 2004

 

-    

 

-    

 

-    

 

-

 

(5,988)

 

(5,988)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2004

 

974,000 

 

974 

 

27,821 

 

-

 

(18,398)

 

10,397 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the six months ended June 30, 2005

 

-

 

-

 

-

 

-

 

(6,539)

 

(6,539)

 

 

 

 

 

 

 

 

 

 

 

 

 

**BALANCE, JUNE 30, 2005******

 

974,000

$

974

$

27,821

$

-

$

(24,937)

$

3,858

 

See accompanying notes to condensed financial statements.

4

 

**EQUITY VENTURES GROUP, INC.**

**(A DEVELOPMENT STAGE COMPANY)**

**STATEMENTS OF CASH FLOW**

**(UNAUDITED)**

 

 

 

 

 

 

For the Six Months Ended

June 30, 2005

 

For the Six Months Ended

June 30, 2004

 

For the

Period From

December 17, 1999 (Inception) to

June 30, 2004

 

 

 

 

 

 

 

**CASH FLOWS FROM OPERATING ACTIVITIES:**

 

 

 

 

 

 

Net loss

$

(6,539)

$

(3,030)

$

(24,937)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

In-kind contribution

 

-

 

-

 

10,395

Changes in operating assets and liabilities:

 

 

 

 

 

 

Increase in accounts payable

 

550

 

-

 

550

Decrease in prepaid expenses

 

-

 

3,000 

 

-

Net Cash Used In Operating Activities

 

(5,989)

 

(30)

 

(13,992)

 

 

 

 

 

 

 

**CASH FLOWS FROM INVESTING ACTIVITIES**

 

-

 

-

 

-

 

 

 

 

 

 

 

**CASH FLOWS FROM FINANCING ACTIVITIES:**

 

 

 

 

 

 

Proceeds from issuance of common stock

 

-

 

-

 

18,400

Net Cash Provided By Financing Activities

 

-

 

-

 

-

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

(5,989)

 

(30)

 

4,408

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

10,397

 

13,385 

 

-

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

4,408

$

13,355 

$

4,408

 

 

 

 

 

 

 

 

 

5

 

**EQUITY VENTURES GROUP, INC.**

**(A DEVELOPMENT STAGE COMPANY)**

**NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF JUNE 30, 2005**

**(UNAUDITED)**

 

 

 

**NOTE 1**

**SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION**

 

***(A) Basis of Presentation***

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

 

It is management’s opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

 

***(B) Use of Estimates***

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

 

***(C) Loss Per Share***

 

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards No. 128, “Earnings Per Share.”  As of June 30, 2005 and 2004, there were no common share equivalents outstanding.

 

***(D) Income Taxes***

 

The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

 

6

 

**EQUITY VENTURES GROUP, INC.**

**(A DEVELOPMENT STAGE COMPANY)**

**NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF JUNE 30, 2005**

**(UNAUDITED)**

 

 

 

***(E) Business Segments***

 

The Company operates in one segment and therefore segment information is not presented.

 

**NOTE 2**

**STOCKHOLDERS’ EQUITY**

 

***(A) Common Stock Issued for Cash***

 

On December 17, 1999, the Company issued 1,000,000 shares of common stock to its founders for cash of $1,000 ($0.001 per share).

 

During 2003, the Company issued 174,000 shares of common stock for cash of $17,400 ($0.10 per share).

 

***(B) Common Stock Issued for Subscription Receivable***

 

During 2000, the Company issued 1,500,000 shares of common stock for a subscription receivable of $1,500 ($0.001 per share). During 2001, the Company cancelled the shares for non-payment of the subscription receivable.

 

***(C) In-Kind Contribution of Stock***

 

During 2001, a stockholder of the Company returned 200,000 shares of common stock to the Company.

 

***(D) In-Kind Contribution***

 

During 2003, 2002, 2001, 2000 and 1999, the stockholder of the Company paid $79, $79, $79, $10,079 and $79, respectively, of operating expenses on behalf of the Company (See Note 3).

 

***(E) Amendment to Articles of Incorporation***

 

During 2003, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital. The authorized capital stock increased to 100,000,000 common shares at a par value of $0.001 per share, and 10,000,000 preferred shares at a par value of $0.001 with class and series designations, voting rights, and relative rights and preferences to be determined by the Board of Directors of the Company from time to time.

 

**NOTE 3**

**RELATED PARTY TRANSACTIONS**

 

A stockholder of the Company paid $10,395 of expenses on behalf of the Company from inception (See Note 2).

 

 

7

 

**EQUITY VENTURES GROUP, INC.**

**(A DEVELOPMENT STAGE COMPANY)**

**NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF JUNE 30, 2005**

**(UNAUDITED)**

 

 

 

**NOTE 4**

**GOING CONCERN**

 

As reflected in the accompanying financial statements, the Company is in the development stage with no operations. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

 

 

8

 

 

 

 

 

 

 

**Item 2.**

**Management’s Discussion and Analysis or Plan of Operation**

*Plan of Operation*

 

We intend to enter into a business combination with a target company in exchange for cash and/or our securities. As of the initial filing date of this Registration Statement, neither our officer and director nor any affiliate has engaged in any negotiations with any representative of any specific entity regarding the possibility of a business combination with us. Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Websites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation.Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both. We have entered into an agreement with Peter Goldstein to supervise the search for target companies as potential candidates for a business combination. Peter Goldstein will pay as his own expenses any costs he incurs in supervising the search for a target company. Peter Goldstein anticipates that he may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants. We have no full time employees. Our president has agreed to allocate a portion of her time to the activities of the Company,without compensation. The president anticipates that our business plan can be implemented by her devoting no more than 10 hours per month to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer.

Our Certificate of Incorporation provides that we may indemnify our officers and/or directors for liabilities, which can include liabilities arising under the securities laws. Therefore, our assets could be used or attached to satisfy any liabilities subject to such indemnification.

 

*Results of Operation*

We did not have any operating income from inception through June 30, 2005. For the six months ended June 30, 2005, we recognized a net loss of $6,539. Expenses for the quarter were comprised of costs mainly associated with legal, accounting and office.

*Liquidity and Capital Resources*

At June30, 2005, we had cash of $4,408. Therefore we have limited capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company. Management plans may but do not currently provide for experts to secure a successful acquisition or merger partner so that it will be able to continue as a going concern. In the event such efforts are unsuccessful, contingent plans have been arranged to provide that the current Director of the Company is to fund required future filings under the 1934 Act, and existing shareholders have expressed an interest in additional funding if necessary to continue the Company as a going concern.

 

*Plan of Operation*

 

During the next twelve months, the Company will actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. In its search for business opportunities, management will follow the procedures outlined in Item 1 above. Because the Company has limited funds, it may be necessary for the sole officer and director to either advance funds to the Company or to accrue expenses until such time as a successful business consolidation can be made. The Company will not be make it a condition that the target company must repay funds advanced by its officers and directors. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, the Company’s directors will defer any compensation until such time as an acquisition or merger can be accomplished and will strive to have the businessopportunity provide their remuneration. However, if the Company engages outside advisors or consultants 

 

 

in its search for business opportunities, it may be necessary for the Company to attempt to raise additional funds. As of the date hereof, the Company has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. In the event the Company does need to raise capital most likely the only method available to the Company would be the private sale of its securities. Because of the nature of the Company as a development stage company, it is unlikely that it could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. There can be no assurance that the Company will able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company.

 

The Company does not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is convinced that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months.

 

Critical Accounting Policies

 

Equity Ventures’ financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under differentassumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

 

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, Equity Ventures views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on Equity Ventures’ consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

 

**Item 3.**

**Controls and Procedures**

 

*(a)*

*Evaluation of disclosure controls and procedures.*

 

Our Chief Executive Officer and Chief Financial Officer (collectively the “Certifying Officers”) maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC.

 

*(b)*

*Changes in internal controls.*

 

Our Certifying Officer has indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.

 

 

 

 

 

**PART II - OTHER INFORMATION**

 

**Item 1. Legal Proceedings**.

The Company is currently not a party to any pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened.

 

**Item 2. Changes in Securities.**

None

**Item 3. Defaults Upon Senior Securities.**

None

**Item 4. Submission of Matters to a Vote of Security Holders.**

No matter was submitted during the quarter ending June 30, 2005, covered by this report to a vote of the Company’s shareholders, through the solicitation of proxies or otherwise.

 

**Item 5. Other Information.**

None

**Item 6. Exhibits and Reports of Form 8-K.**

(a) Exhibits

31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b) Reports of Form 8-K

None

**SIGNATURES**

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

**EQUITY VENTURES GROUP, INC.**

 

*By: /s/ Colette Kim*

Colette Kim,

President, Chief Executive Officer,

Chief Financial Officer, Secretary &

Director

 

August 2, 2005