10QSB 1 azven10qspan.htm

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 1 0-QSB

Quarterly Report Under Section 13 or 15 (d)
Of the Securities Exchange Act of 1934

For Quarter Ended: June 30, 2003

Commission File Number: 33-26787-D

ARIZONA VENTURES, INC.
(Exact name of registrant as specified in its charter)

                                NEVADA                                                                     87-0403828
                    (State or other jurisdiction of                                                    (IRS Employer
                      incorporation or organization)                                                   Identification No.)

378 North Main, #124; Layton, UT 84041
(Address of principal executive offices)

Registrant's telephone number including area code: (801) 497.9075

Former Address, if changed since last report

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 Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports)

Yes X Noand (2) has been subject to such filing requirements for the past 90 days.

Yes X No

24,987,895
(Number of shares of common stock the registrant had
outstanding as of July 15, 2003 )

PART 1

ITEM 1 - FINANCIAL STATEMENTS

The condensed financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission.

In the opinion of the Company, all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the financial position of the Company as of June 30, 2003 and the results of its operations and changes in its financial position from September 30, 2002 through June 30, 2003 have been made. The results of its operations for such interim period is not necessarily indicative of the results to be expected for the entire year.

Arizona Ventures, Inc.
Balance Sheet

                                                                                     June 30,                 September 30,
                                                                                     2003                             2002
                                                                                 (Unaudited)

Assets

Assets $ - $ -

Total Assets $ - $ -

Liabilities and Stockholders' Equity

Current Liabilities

Accounts Payable $ 3,774 $ 4,025

Interest Payable 85,349 -

Short-Term Loans 220,683 461,229

Shareholder Loans 191,886 495,965

Total Liabilities 501,692 961,219

Stockholders's Equity
Preferred Stock; 10,000,000 Shares Authorized at
$.001 Par Value; No Shares Issued and Outstanding                 -                         -
Common Stock, 100,000,000 Shares Authorized at
$.001 Par Value; 24,987,895 and 373,624
Issued and Outstanding, Respectively                                     24,987                 373
Additional Paid In Capital                                                 2,835,224             2,285,758
Accumulated Deficit                                                          (3,361,903)             (3,247,350)

Total Stockholders' Equity (501,692) (961,219)

Total Liabilities and Equity $ - $ -

Arizona Ventures, Inc.
Statement of Operations
(Unaudited)

                                                            For the Three Months Ended         For the Nine Months Ended
                                                                June 30,         June 30,                 June 30,             June 30,
                                                                 2003                 2002                 2003                         2002

Revenue $ - $ - $ - $ -

Total Revenue - - - -

Expenses

General & Administrative 1,809 10,945 29,202 17,551

Total Operating Expenses 1,809 10,945 29,202 17,551

Net Income (Loss) (1,809) (10,945) (29,202) (17,551)

Other Income (Expenses)

Interest Expense (26,539) - (85,349) -

Total Other Income (Expenses) (26,539) - (85,349) -

Net Income (Loss)
- Before Taxes (28,348) (10,945) (114,551) (17,551)

Taxes - - - -

Net Income (Loss) $ (28,348) $ (10,945) $ (114,551) $ (17,551)

Loss per Common Share $ (.001) $ (.506) $ (.005) $ (.812)

Weighted Average
Outstanding Shares 21,173,618 21,618 21,173,618 21,618

Arizona Ventures, Inc.
Statement of Cash Flows
(Unaudited)

                                                                                For the Nine Months Ended
                                                                                    June 30,         June 30,
                                                                                         2003                 2002
Cash Flows from Operating Activities

Net Income (Loss) $ (114,551) $ (17,551)

Changes in Operating Assets & Liabilities;
Stock Issued for Services 2 0,000 -

Increase (Decrease) in Accounts Payable (251) 14,051

Increase (Decrease) in Interest Payable 85,349 -

Net Cash (Used) by Operating Activities (9,453) (3,500)

Cash Flows from Investing Activities - -

Net Cash Provided by Investing Activities - -

Cash Flows from Financing Activities

Proceeds from Notes Payable 9,453 3,500

Net Cash Provided by Financing Activities 9,453 3,500

Increase (Decrease) in Cash - -

Cash, Beginning of Year - -

Cash, End of Year $ - $ -

Supplemental Cash Disclosure:

Interest $ - $ -

Taxes - -

Arizona Ventures, Inc.
Notes to the Financial Statements
June 30, 2003

NOTE 1 - Organization and History

Arizona Ventures, Inc. ("the Company") was organized under the provisions of the state of Delaware on December 26, 1991 as Life Medical Technologies, Inc.

In January 2002, the Company changed its corporate domicile to Nevada, changed its name to China Global Development, Inc., and effected a 1 for 25 reverse stock split. Capitalization remained at 100,000,000 shares of common stock having a par value of $.001 per share and 10,000,000 shares of preferred stock having a par value of $.001 per share.

During February 2002, the Company acquired all of the issued and outstanding shares of Rainbow Light Global Corporation ("Rainbow"). Due to renewed deteriorations in the U.S. financial equity markets, the Company was unable to raise any capital to fund its new acquisition. Consequently, the Company rescinded the acquisition of Rainbow and canceled all shares issued for that acquisition.

On November 14, 2002, the Company changed its name to Arizona Ventures, Inc., and effected a 1 for 10 reverse stock split. Capitalization remained at 100,000,000 shares of common stock with a par value of $.001 per share and 10,000,000 shares of preferred stock with a par value of $.001 per share.

NOTE 2 - Significant Accounting Policies

A. The Company uses the accrual method of accounting.

B. Revenues and directly related expenses are recognized in the period when the goods are shipped to the customer.

C. Primary Earnings Per Share amounts are based on the weighted average number of shares outstanding at the dates of the financial statements. Fully Diluted Earnings Per Shares shall be shown on stock options and other convertible issues that may be exercised within ten years of the financial statement dates.

D. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 3 - Income Taxes

The Company accounts for income taxes as related in Statement of Financial Standards No. 109 "Accounting for Income Taxes".

Statement of Financial Accounting Standards No. 109 " Accounting for Income Taxes" requires an asset and liability approach for financial accounting and reporting for income tax purposes. This statement recognizes (a) the amount of taxes payable or refundable for the current year and (b) deferred tax liabilities and assets for future tax consequences of events that have been recognized in the financial statements or tax returns.

Arizona Ventures, Inc.
Notes to the Financial Statements
June 30, 2003

NOTE 3 - Income Taxes continued

Deferred income taxes result from temporary differences in the recognition of accounting transactions for tax and financial reporting purposes. There were no temporary differences at September 30, 2002 and earlier years; accordingly, no deferred tax liabilities have been recognized for all years.

The Company has cumulative net operating loss carryforwards of over $3,200,000 at September 30, 2002. No effect has been shown in the financial statements for the net operating loss carryforwards as the likelihood of future tax benefit from such net operating loss carryforwards is highly improbable. Accordingly, the potential tax benefits of the net operating loss carryforwards, estimated based upon current tax rates at September 30, 2002 and December 31, 2001 have been offset by valuation reserves of the same amount.

NOTE 4 - Going Concern

The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Currently, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company is currently seeking equity funding through private placements to raise sufficient funds to satisfy current debt.

NOTE 5 - Net Earnings (Loss) Per Share

Basic earnings (loss) per common share (BEPS) is based on the weighted average number of common shares outstanding during each period. Diluted earnings (loss) per common share is based on shares outstanding (computed as under BEPS) and dilutive potential common shares.

The following data shows the shares used in the computing loss per common share including dilutive potential common stock;

Common shares outstanding during the entire period. 21,173,618

Weighted average shares paid for, but not issued during the period. -

Weighted average number of common shares used in basic EPS dilutive effect of options. 21,173,618

Weighted average number of common shares and dilutive potential common shares used in diluted EPS. 21,173,618

Arizona Ventures, Inc.
Notes to the Financial Statements
June 30, 2003

NOTE 6 - Related Party Transactions

During the year ended September 30, 2002, shareholders of the Company loaned the Company a total of $376,491. The notes are unsecured, bear interest at rates between 8% and 18%, and are due on demand. On September 30, 2002, new promissory notes were signed which included accrued interest as part of the principal balances of the notes at that date. Accordingly, accrued interest of $119,474 was reclassified as part of the principal balance of the notes. As of June 30, 2003, no additions have been made to the principal balance, however, $304,080 of debt was converted to 2,382,140 shares of the Company's common stock. The accrued interest associated with these loans at June 30, 2003 was $47,218.

NOTE 7 - Short Term Loans

Effective September 30, 2002, all of the Company's short term loans were renegotiated to include accrued interest, at that date, as part of the principal balance. Accordingly, $84,729 of accrued interest has been reclassified as principal.

June 30, September 30,

The Company has the following short term loans; 2003 2002

Short term loan, dated September 30, 2002, plus interest,
payable annually at $18%, due on demand. $ 135,050 $ 135,050

Short term loan, dated September 30, 2002, plus interest,
payable annually at 8%, due on demand. 47,680 297,680

Short term loan, dated September 30, 2002, plus interest,
payable annually at 8%, due on demand. 11,890 11,890

Short term loan, dated September 30, 2002, plus interest,
payable annually at 8%, due on demand. 1,609 1,609

Short term loan, dated September 30, 2002, plus interest,
payable annually at 10%, due on demand. 15,000 15,000

Total Short Term Loans $ 220,683 $ 461,229

During the quarter ended June 30, 2003, the Company converted $250,000 of debt to 2,232,137 shares of the Company's common stock.

Accrued interest on these loans at June 30, 2003 and September 30, 2002 was $38,131 and $-0-, respectively.

Arizona Ventures, Inc.
Notes to the Financial Statements
June 30, 2003

NOTE 8 - Stockholders' Equity

During the period ended September 30, 2002, the Company issued 4,500,000 post split shares of common stock in exchange for all of the outstanding common shares of Rainbow Light Global Corporation. The shares were issued at par value for the acquisition. During June 2002, the acquisition of Rainbow Light Global Corporation was rescinded and the common shares returned and canceled.

During the year, the Company issued 152,000 post split shares in satisfaction of notes payable. Additional paid-in capital has been increased by $89,746, representing the excess of the value of the payable over the par value of the common stock.

On September 27, 2002, the Company issued 200,000 post split shares at par value for services provided by the President of the Company in locating business investors.

On November 11, 2002, the Company issued 20,000,000 post split shares at par value for services provided by the President of the Company in locating business investors.

In April 2003, the Company executed an agreement to acquire all of the equity of Fox River Graphics, Inc., which is a privately-held Illinois corporation. The information regarding this transaction is incorporated by reference in the 8-K filed April 30, 2003. During this quarter, the Company converted $554,000 in debt principal for 4,614,277 shares of common stock of the Company. Management is working with the debt holders to convert the balance of debt for equity. There are no assurances the company will be successful in their efforts.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Liquidity and Capital Resources. The Company has no assets and is currently in the process of looking for business opportunities to merge with or acquire. At minimum, the Company will need to raise additional capital through private funding to meet the financial needs of being a reporting company and to meet the obligations of the current accounts payable. In the past, the company has funded its operations from the sale of its products, the sale of common stock and loans from various sources. With the recission of the Rainbow acquisition, the Company no longer has any business operations. The Company is currently searching for a business opportunity to acquire or merged with. There is no guarantee that the Company will be successful in obtaining necessary funding to develop any business opportunities.

Results of Operation. The Company reported a net loss of $28,348 and $10,945 for the quarters ended June 30, 2003 and June 30, 2002, respectively. The Company anticipates very little or no overhead from future operations until a successor business can be acquired or merged. During this quarter, the Company converted $554,000 of debt to 4.6 million shares of the Company's common stock. Approximately $9,454 in accounts payable were settled in exchange for convertible notes and are reflected in that portion of the Company's financial statements.

Plan of Operations. The Company is currently in the process of looking for business opportunities to acquire or merge with. There is no guarantee that management will be successful in finding such an opportunity.

ITEM 3 - CONTROLS AND PROCEDURES.

(a) Evaluation of disclosure controls and procedures. The Company's principal executive officer and its principal financial officer, based on their evaluation of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 (c) as of a date within 90 days prior to the filing of this Quarterly Report on Form 10QSB, have concluded that the Company's disclosure controls and procedures are adequate and effective for the purposes set forth in the definition in Exchange Act rules.

(b) Changes in internal controls. There were no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's internal controls subsequent to the date of their evaluation.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings None

Item 2. Changes in Securities None

Item 3. Defaults Upon Senior Securities None

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. The following exhibits have been filed with this report.

31. Written Statement of Chief Executive Officer and Chief Financial Officer with respect to compliance with Section 302 of the Sarbanes-Oxlye Act of 2002.

32 Written Statement of Chief Executive Officer and Chief Financial Officer with respect to compliance with Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and pursuant to 18 U.S.C. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K. The Company filed the following reports on Form 8-K.

(1) Changes in control of registrant and other events filed April 30, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned authorized officer.

Dated: August 13, 2003 Arizona Ventures, Inc.

By:

Paul F. Beatty

Exhibit 31

SECTION 302 CERTIFICATION

I, Paul F. Beatty, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Arizona Ventures, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d - 15(f) for the registrant and have:

a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared.

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: August 13, 2003 /s/

Paul F. Beatty

Chief Executive Officer And Principal Accounting Officer

EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Arizona Ventures, Inc., on Form 10-QSB for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Paul F. Beatty, Chief Executive Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: August 13, 2003 /s/

Paul F. Beatty, Chief Executive Officer And Principal Accounting Officer