UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(D) of The Securities Act of 1934
For the quarterly period ended: June 30, 2003
Commission file number: 000-49950
PRELUDE VENTURES, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 98-0232018
(State or other jurisdiction of (IRS Employee Identification No.)
incorporation or organization)
234 - 5149 Country Hills Boulevard, Suite 208, Calgary, Alberta, T3A 5K8
(Address of principal executive offices)
(403) 547-1575
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
-------------- --------------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, $0.001 par value 15,000,000
(Class) (Outstanding as of August 11, 2003)
PRELUDE VENTURES, INC.
FORM 10-QSB
INDEX
Page
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Balance Sheets.........................................................................F-2
Condensed Statements of Operations...............................................................F-3
Condensed Statements of Cash Flows...............................................................F-4
Condensed Statements of Stockholders' Equity.....................................................F-5
Notes to Condensed Financial Information.........................................................F-6
Notes to Condensed Financial Information.........................................................F-7
Item 2 Management's Discussion and Analysis or Plan of Operation...............................3
Item 3 Controls and Procedures.................................................................9
Part II OTHER INFORMATION
Item 5 Other Information.......................................................................10
Item 6 Exhibits and Reports on Form 8-K........................................................10
Signatures.......................................................................................10
Certifications...................................................................................11
2
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
PRELUDE VENTURES, INC.
(A Pre-exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
June 30, 2003 and December 31, 2002
(Stated in US Dollars)
(Unaudited)
F-1
PRELUDE VENTURES, INC.
(A Pre-exploration Stage Company)
INTERIM BALANCE SHEETS
June 30, 2003 and December 31, 2002
(Stated in US Dollars)
(Unaudited)
(Unaudited) (Audited)
ASSETS June 30, December 31,
------ 2003 2002
---- ----
Current
Cash $ 17,327 $ 24,397
Prepaid expenses -- 400
--------- ---------
$ 17,327 $ 24,797
========= =========
LIABILITIES
Current
Accounts payable $ 90,263 $ 7,263
Loans payable 32,442 10,000
--------- ---------
122,705 17,263
--------- ---------
STOCKHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $0.001 par value
10,000,000 shares authorized, none outstanding
Common stock, $0.001 par value
100,000,000 shares authorized
15,000,000 (December 31, 2002: 15,000,000) shares outstanding 15,000 15,000
Paid-in capital 85,000 85,000
Deficit accumulated during the pre-exploration stage (205,378) (92,466)
--------- ---------
(105,378) 7,534
--------- ---------
$ 17,327 $ 24,797
========= =========
SEE ACCOMPANYING NOTES
F-2
PRELUDE VENTURES, INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
for the three and six month period ended June 30, 2003 and 2002
and for the period May 24, 2000 (Date of Incorporation) to June 30, 2003
(Stated in US Dollars)
(Unaudited)
May 24, 2000
(Date of Incor-
poration) to
Three months ended June 30 Six months ended June 30, June 30,
2003 2002 2003 2002 2003
---- ---- ---- ---- ----
Expenses
Accounting and audit fees $ 20,709 $ 1,000 $ 26,029 $ 3,167 $ 43,684
Bank charges 19 95 75 129 548
Filing fees -- 25 -- 4,652 7,185
Foreign exchange loss -- -- -- -- 692
Legal fees 4,159 -- 9,816 -- 36,674
Management fees 60,000 3,000 75,000 6,000 97,500
Office and miscellaneous 115 53 231 460 891
Resource property costs -- 2,608 -- 4,108 12,688
Transfer agent fees 1,455 410 1,761 440 5,516
------------ ------------ ------------ ------------ ------------
Net loss for the period $ 86,457 $ 7,191 $ 112,912 $ 18,956 $ 205,378
------------ ------------ ------------ ------------ ------------
Basic loss per share $ (0.01) $ (0.00) $ (0.01) $ (0.00)
------------ ------------ ------------ ------------
Weighted average number of
shares outstanding 15,000,000 6,000,000 15,000,000 6,000,000
------------ ------------ ------------ ------------
SEE ACCOMPANYING NOTES
F-3
PRELUDE VENTURES, INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
for the three and six month period ended June 30, 2003 and 2002
and for the period May 24, 2000 (Date of Incorporation) to June 30, 2003
(Stated in US Dollars)
(Unaudited)
May 24, 2000
(Date of Incor-
poration) to
Six months ended June 30 June 30,
2003 2002 2003
---- ---- ----
Cash Flows from Operating Activities
Net loss for the period $(112,912) $ (18,956) $(205,378)
Changes in non-cash working capital balances
related to operations
Share subscription receivable -- (692) --
Prepaid expenses 400 (2,000) --
Accounts payable and accrued liabilities 83,000 (6,960) 90,263
(29,512) (28,608) (115,115)
--------- --------- ---------
Cash Flows from Financing Activities
Shares issued for cash -- 72,000 100,000
Loans payable 22,442 (9,500) 32,442
--------- --------- ---------
22,442 62,500 132,442
--------- --------- ---------
Increase (decrease) in cash during the period (7,070) 33,892 17,327
Cash, beginning of the period 24,397 2,383 --
--------- --------- ---------
Cash, end of the period $ 17,327 $ 36,275 $ 17,327
========= ========= =========
Supplementary disclosure of cash flow information:
Cash paid for:
Interest $ -- $ -- $ --
========= ========= =========
Income taxes $ -- $ -- $ --
========= ========= =========
SEE ACCOMPANYING NOTES
F-4
PRELUDE VENTURES, INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
for the period May 24, 2000 (Date of Incorporation) to June 30, 2003
(Stated in US Dollars)
(Unaudited)
Deficit
Additional Accumulated
Common Shares Paid-in Share During the
----------------------- Pre-exploration
Number Par Value Capital Subscriptions Stage Total
------ --------- ------- ------------- ----- -----
Capital stock subscribed
pursuant to an offering
memorandum, for cash - at $0.004 6,000,000 $ 6,000 $ 19,000 $ -- $ -- $ 25,000
Net loss for the period -- -- -- -- (7,301) (7,301)
---------- ---------- ---------- ------ ---------- ----------
Balance, as at March 31, 2001 6,000,000 6,000 19,000 -- (7,301) 17,699
Stock subscriptions received -- -- -- 31,000 -- 31,000
Net loss for the year -- -- -- -- (50,409) (50,409)
---------- ---------- ---------- ------ ---------- ----------
Balance, March 31, 2002 6,000,000 6,000 19,000 31,000 (57,710) (1,710)
Stock subscriptions received -- -- -- 44,000 -- 44,000
Shares issued pursuant to an initial
public offering - at $0.008 9,000,000 9,000 66,000 (75,000) -- --
Net loss for the period -- -- -- -- (34,756) (34,756)
---------- ---------- ---------- ------ ---------- ----------
Balance, as at December 31, 2002 15,000,000 15,000 85,000 -- (92,466) 7,534
Net loss for the period -- -- -- -- (112,912) (112,912)
---------- ---------- ---------- ------ ---------- ----------
Balance, as at June 30, 2003 15,000,000 $ 15,000 $ 85,000 $ -- $ (205,378) $ (105,378)
========== ========== ========== ====== ========== ==========
SEE ACCOMPANYING NOTES
F-5
PRELUDE VENTURES, INC.
(A Pre-exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
June 30, 2003
(Stated in US Dollars)
(Unaudited)
Note 1 Interim Reporting
While information presented in the accompanying interim six months
financial statements is unaudited, it includes all adjustments which
are, in the opinion of management, necessary to present fairly the
financial position, results of operations and cash flows for the
interim periods presented. All adjustments are of a normal recurring
nature. It is suggested that these interim financial statements be
read in conjunction with the company's December 31, 2002 financial
statements.
Note 2 Continuance of Operations
The financial statements have been prepared using generally accepted
accounting principles in the United States of America applicable for a
going concern which assumes that the Company will realize its assets
and discharge its liabilities in the ordinary course of business. At
June 30, 2003, the Company has a working capital deficiency of
$105,378 and has accumulated losses of $205,378 since its
commencement. Its ability to continue as a going concern is dependent
upon the ability of the Company to obtain the necessary financing to
meet its obligations and pay its liabilities arising from normal
business operations when they come due.
Note 3 Commitments
Mining Lease
By a lease letter agreement effective March 9, 2001 and amended March
4, 2002 and September 4, 2002, the Company was granted the exclusive
right to explore, develop and mine the Medicine Project property
located in Elko County of the State of Nevada. The term of the lease
was for 20 years, with automatic extensions so long as the conditions
of the lease are met. The Company was required to pay minimum advance
royalty payments totalling $97,500 on various dates to March 9, 2005
and then $50,000 every March 9 thereafter. The Company had paid a
total of $7,500 in minimum advance royalty payments.
During the six months ended June 30, 2003, management of the Company
abandoned the mining lease. As the Company terminated the lease, it is
required to pay all federal and state mining claim maintenance fees
for the current year. The Company is required to perform reclamation
work on the property as required by federal state and local law for
disturbances resulting from the Company's activities on the property.
F-6
Note 3 Commitments - (cont'd)
Business Acquisition
On April 1, 2003, the Company entered into a definitive agreement to
acquire 100% of the issued and outstanding shares of Pascal Energy
Inc., a Canadian corporation, by the issuance of 5,000,000 common
shares, restricted under rule 144 of the Securities and Exchange Act,
and at a later date, issue 5,000,000 shares common shares, restricted
under rule 144 of the Securities and Exchange Act subject to the
company paying not less than $1,000,000 accumulated dividends to its
shareholders of record. Pascal Energy Inc.'s business is to provide
servicing for the oil and gas industry.
The Company has not completed its due diligence with respect to the
acquisition of Pascal Energy Inc., and as a result, the transaction
has not closed. Upon completion of due diligence, the closing of the
transaction will be subject to the approval of the Board of Directors
of the Company.
F-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The following discussion should be read in conjunction with our audited
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or our behalf. We disclaim any obligation to update forward
looking statements.
OVERVIEW
History And Organization
Prelude Ventures, Inc. (the "Company") was incorporated under the laws of the
state of Nevada on May 24, 2000. We have not commenced business operations and
we are considered an exploration stage enterprise. To date, our activities have
been limited to organizational matters, obtaining a mining engineer's report and
The preparation and filing of the registration statement of which this
prospectus is a part of. In connection with the organization of our company, the
founding shareholder of our company contributed an aggregate of $25,000 cash in
exchange for 1,000,000 shares of common stock (pre-roll forward 6:1). We have no
significant assets, and we are totally dependent upon the successful completion
of this offering and receipt of the proceeds there from, of which there is no
assurance, for the ability to commence our proposed business operations.
Proposed Business
On April 1, 2003, Prelude Ventures, Inc. entered into an agreement to acquire an
aggregate of 10,000,000 shares of common stock, being all of the issued and
outstanding shares of Pascal Energy Inc. from that company and its shareholders.
Prelude has agreed to issue and or exchange following shares: 5,000,000 common
voting shares, restricted under rule 144 of the Securities Act of 1933, and in
such form as requested by the sellers; and at a later date, issue 5,000,000
common voting shares, restricted under rule 144 of the Securities Act of 1933,
and in such form as requested by the sellers, subject to Prelude paying not less
than $1,000,000 accumulated
3
dividend to its shareholders of record. As of August 15, 2003, no shares have
been issued and the closing of the transaction is pending final due diligence by
the Company and tax planning on behalf of the vendors.
GENERAL
We are a start-up, exploration stage company and have not yet started our
business operations or generated or realized any revenues from our business
operations.
Our auditors have issued a going concern opinion. This means that our auditors
believe there is doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills.
Results of Operations
From Inception on May 24, 2000
We Initially acquired our first interest in lode mining claims. These claims
were abandoned during the three months ended March 31, 2003.
During the past quarter our operations focused upon the investigation and
acquisition of Pascal Energy Inc.
Pascal Energy Inc. is involved in oilfield infrastructure services mainly in the
Province of Alberta, Canada.
Plan of Operations
Since inception, we have used our common stock to raise money for our property
acquisition, for corporate expenses and to repay outstanding indebtedness. Net
cash provided by financing activities from inception on May 24, 2000 to June 30,
2001 was $5,500 as a result of proceeds received from our president and sole
director. On April 11, 2001 we received additional cash financing of $19,500 as
a result of proceeds received from our then president and sole director.
Prelude's plan of operations for the next twelve months is to undertake
development of Pascal Energy Inc. including acquisition of additional businesses
and expansion of existing operations in Canada and the United States.
The Company recognizes a need for additional capital that will be sought through
the sale of additional equity by way of Private Placement. Funds generated will
be used to fund working capital requirements as well as expansion and
acquisitions.
Liquidity and Capital Resources
4
As of the date of this report, we have yet to generate any revenues from our
business operations. Since our inception, the Company's founder paid $25,000 in
cash in exchange for 1,000,000 shares of common stock. We have also issued
1,500,000 shares of stock pursuant to our Form SB-2 registration statement. This
money was utilized for organizational and start-up costs and as operating
capital. An additional $75,000 was raised through the issue of common shares
last year. As of June 30, 2003 we had sustained cumulative operating losses of
$205,378.
The quarter ended June 30, 2003 saw an increase in activity which was due
primarily to the investigation of the purchase of Pascal Energy Inc.
Management fees were $60,000 for the quarter and legal and accounting fees
increased to $4,159 and $20,709 respectively from $nil and $1,000 in the 3
months ended June 30, 2002. These fees increased in connection with the
acquisition purchase investigation that resulted in the signing of the agreement
noted in the 8K dated April 15, 2003.
As at June 30, 2003 the Company had insufficient funds to continue operations.
Funds have been provided by Directors and Shareholders which if not continued
could result in the Company curtailing operations.
The company's cash resources amounted to $17,327 as at June 30, 2003
Should the Company be unsuccessful in its attempts to raise capital it may have
to curtail operations.
RISK FACTORS
Much of the information included in this registration statement includes or is
based upon estimates, projections or other "forward looking statements". Such
forward looking statements include any projections or estimates made by us and
our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.
Such estimates, projections or other "forward looking statements" involve
various risks and uncertainties as outlined below. We caution the reader that
important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other "forward
looking statements".
Our common shares are considered speculative during our search for a new
business opportunity. Prospective investors should consider carefully the risk
factors set out below.
Governmental Regulation
5
To the best of our knowledge, we are not currently subject to direct federal,
state or local regulation in the United States, other than regulations
applicable to businesses generally.
Key Personnel
Although none of our present officers or directors are key to our continuing
operations, we rely upon the continued service and performance of these officers
and directors, and our future success depends on the retention of these people,
whose knowledge of our business and whose technical expertise would be difficult
to replace. At this time, none of our officers or directors are bound by
employment agreements, and as a result, any of them could leave with little or
no prior notice.
If we are unable to hire and retain technical, sales and marketing and
operational personnel, any business we acquire could be materially adversely
affected. It is likely that we will have to hire a significant number of
additional personnel in the future if we identify and complete the acquisition
of a business opportunity, or if we enter into a business combination.
Competition for qualified individuals is likely to be intense, and we may not be
able to attract, assimilate, or retain additional highly qualified personnel in
the future. The failure to attract, integrate, motivate and retain these
employees could harm our business.
Limited Operating History; Need for Additional Capital
There is no historical financial information about our company upon which to
base an evaluation of our performance. We are an exploration stage company and
have not generated any revenues from operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration of our properties, and possible
cost overruns due to price and cost increases in services. To become profitable
and competitive, we conduct research and exploration of our properties. We are
seeking equity financing to provide for the capital required to implement our
research and exploration phases.
We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.
Continued Management Control/Limited Time Availability
We are dependent upon management's personal abilities to evaluate business
opportunities that may be presented in the future. While seeking to acquire a
business opportunity, management anticipates devoting up to 50% of their time to
our business. Management may or may not have prior experience in the technical
aspects of the industry or the business within that industry that may be
acquired. Our officers have not entered into written employment agreements with
us with respect to our proposed plan of operation and are not expected to do so
in the foreseeable future. We have not obtained key man life insurance on our
officers or directors. Notwithstanding the combined limited experience and time
commitment of management, loss of the services of any
6
of these individuals would adversely affect development of our business and our
likelihood of continuing operations.
Lack of Market Research or Marketing Organization
We have not conducted or received results of market research indicating that
there is a demand for the acquisition of a business opportunity or business
combination as contemplated by our company. Even if there is demand for the
acquisition of a business opportunity or combination as contemplated, there is
no assurance we will successfully complete such an acquisition or combination.
Regulation
Although we will be subject to regulation under the Securities Exchange Act of
1934, management believes that we will not be subject to regulation under the
Investment Company Act of 1940, insofar as we will not be engaged in the
business of investing or trading in securities. In the event that we engage in
business combinations which result in us holding passive investment interests in
a number of entities, we could be subject to regulation under the Investment
Company Act of 1940, meaning that we would be required to register as an
investment company and could be expected to incur significant registration and
compliance costs. We have obtained no formal determination from the Securities
and Exchange Commission as to the status of our company under the Investment
Company Act of 1940 and, consequently, any violation of such act would subject
us to material adverse consequences.
Taxation
United States and, if applicable, international tax consequences will, in all
likelihood, be major considerations in any business acquisition or combination
we may undertake. Typically, these transactions may be structured to result in
tax-free treatment pursuant to various United States tax provisions. We intend
to structure any business combination so as to minimize the tax consequences to
both our company, our management, our principal shareholder and the target
entity. Management cannot ensure that a business combination will meet the
statutory requirements for a tax-free reorganization, or that the parties will
obtain the intended tax-free treatment upon a transfer of common shares or
assets. A non-qualifying reorganization could result in the imposition of taxes,
which may have an adverse effect on both parties to the transaction.
Uncertain Ability to Manage Growth
Our ability to achieve any planned growth upon the acquisition of a suitable
business opportunity or business combination will be dependent upon a number of
factors including, but not limited to, our ability to hire, train and assimilate
management and other employees and the adequacy of our financial resources. In
addition, there can be no assurance that we will be able to manage successfully
any business opportunity or business combination. Failure to manage anticipated
growth effectively and efficiently could have a materially adverse effect on our
business.
7
"Penny Stock" Rules May Restrict the Market for the Company's Shares
Our common shares are subject to rules promulgated by the Securities and
Exchange Commission relating to "penny stocks," which apply to companies whose
shares are not traded on a national stock exchange or on the NASDAQ system,
trade at less than $5.00 per share, or who do not meet certain other financial
requirements specified by the Securities and Exchange Commission. These rules
require brokers who sell "penny stocks" to persons other than established
customers and "accredited investors" to complete certain documentation, make
suitability inquiries of investors, and provide investors with certain
information concerning the risks of trading in the such penny stocks. These
rules may discourage or restrict the ability of brokers to sell our common
shares and may affect the secondary market for our common shares. These rules
could also hamper our ability to raise funds in the primary market for our
common shares.
Possible Volatility of Share Prices
Our common shares are currently publicly traded on the Over-the-Counter Bulletin
Board service of the National Association of Securities Dealers, Inc. The
trading price of our common shares has been subject to wide fluctuations.
Trading prices of our common shares may fluctuate in response to a number of
factors, many of which will be beyond our control. The stock market has
generally experienced extreme price and volume fluctuations that have often been
unrelated or disproportionate to the operating performance of companies with no
current business operation. There can be no assurance that trading prices and
price earnings ratios previously experienced by our common shares will be
matched or maintained. These broad market and industry factors may adversely
affect the market price of our common shares, regardless of our operating
performance.
In the past, following periods of volatility in the market price of a company's
securities, securities class-action litigation has often been instituted. Such
litigation, if instituted, could result in substantial costs for us and a
diversion of management's attention and resources.
Indemnification of Directors, Officers and Others
Our by-laws contain provisions with respect to the indemnification of our
officers and directors against all expenses (including, without limitation,
attorneys' fees, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that the person is one of our officers or directors) incurred by an officer
or director in defending any such proceeding to the maximum extent permitted by
Nevada law.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of our
company under Nevada law or otherwise, we have been advised the opinion of the
Securities and Exchange Commission is that such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.
8
Anti-Takeover Provisions
We do not currently have a shareholder rights plan or any anti-takeover
provisions in our By-laws. Without any anti-takeover provisions, there is no
deterrent for a take-over of our company, which may result in a change in our
management and directors.
Reports to Security Holders
Under the securities laws of Nevada, we are not required to deliver an annual
report to our shareholders but we intend to send an annual report to our
shareholders.
ITEM 3. CONTROLS AND PROCEDURES
The registrant's Principal executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as defined in Rules 13a-14 (c) of the Securities Exchange Act of 1934) as of
June 30, 2003 have concluded that the registrants' disclosure controls and
procedures are adequate and effective to ensure that material information
relating to the registrants and their consolidated subsidiaries is recorded,
processed , summarized and reported within the time periods specified by the
SEC' s rules and forms, particularly during the period in which this quarterly
report has been prepared.
The registrants' principal executive officers and principal financial officer
have concluded that there were no significant changes in the registrants'
internal controls or in other factors that could significantly affect these
controls subsequent to June 30, 2003 the date of their most recent evaluation of
such controls, and that there was no significant deficiencies or material
weaknesses in the registrant's internal controls.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We know of no material, active or pending legal proceedings against us, nor are
we involved as a plaintiff in any material proceedings or pending litigation.
There are no proceedings in which any of our directors, officers or affiliates,
or any registered or beneficial shareholders are an adverse party or have a
material interest adverse to us.
ITEM 2. CHANGES IN SECURITIES.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Articles of Incorporation of the Registrant*
3.2 By-laws of the Registrant*
31.1 Section 302 Certification
32.1 Section 906 Certification
------------
* Previously filed as an exhibit to the Company's Form 10-SB filed on
June 26, 2001
(b) Reports on Form 8-K filed during the three months ended June 30, 2003.
A current report on Form 8K under Item 1: Changes in Control of
Registrant was filed on April 15, 2003.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: August 14, 2003 Prelude Ventures, Inc.
/s/ Anthony Sarvucci
-----------------------------------
Anthony Sarvucci
President, CEO and CFO
10