UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

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

For the transition period from ________ to ________

Commission File Number: 333-129229


Breezer Ventures Inc.
(Exact Name of Registrant as Specified in its Charter)

Nevada
(State or other jurisdiction of incorporation or organization)

N/A
(I.R.S. Employer Identification No.)
 
330 Madison Avenue, 6 th Floor
New York, NY 10017
  (Address of principal executive offices)

866-272-2036
(Registrant’s telephone number, Including Area Code)

N/A
(Former Name, Former Address and Former Fiscal Year,
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 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 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 reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer  
o  
 Accelerated Filer                       
o
Non-Accelerated Filer  
o
 Smaller Reporting Company
x  

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

As of August 7, 2009, the Issuer had 7,650,000 shares of its Common Stock outstanding.

 
 
 

  
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This Report on Form 10-Q (this “Report”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information and, in particular, appear in the section entitled “Management’s Discussion and Analysis or Plan of Operations” and elsewhere in this Report. When used in this Report, the words “estimates,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should” and variations of these words or similar expressions (or the negative versions of any these words) are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, management’s examination of historical operating trends, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, we can give no assurance that management’s expectations, beliefs and projections will be achieved.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the results referred to in the forward-looking statements contained in this Report. Important factors outside the scope of our control could cause our actual results to differ materially from the results referred to in the forward-looking statements we make in this Report. Without limiting the foregoing, if we are unable to acquire approvals or consents from third parties or governmental authorities with respect to our new business model, our plans to commence our new business may become irrevocably impaired.

All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report. Except to the extent required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.
 
Unless otherwise provided in this Report, references to the “Company,” the “Registrant,” the “Issuer,” “we,” “us,” and “our” refer to Breezer Ventures Inc. 
 

 
2
 

PART I   FINANCIAL INFORMATION
 
Breezer Ventures Inc.
(A Development Stage Company)
Balance Sheets
(Unaudited)
   
June 30, 2009
   
September 30, 2008
 
             
ASSETS
 
Current Assets
           
Cash and cash equivalents
  $ 103     $ -  
Receivable due from shareholder
    -       4,392  
Total Current Assets
    103       4,392  
                 
Property, Plant and Equipment
               
Furniture and equipment
    17,500       17,500  
Accumulated depreciation
    (12,552 )     (10,800 )
Total Property, Plant and Equipment
    4,948       6,700  
                 
TOTAL ASSETS
  $ 5,051     $ 11,092  
                 
LIABILITIES & STOCKHOLDERS' DEFICIT
 
Current Liabilities
               
Accounts payable and accrued liabilities
  $ 33,051     $ 36,666  
Advances from related party
    38,750       28,950  
Total Current Liabilities
    71,801       65,616  
                 
STOCKHOLDER'S DEFICIT
 
Preferred Stock, $0.001 par value, 50,000,000 shares authorized, None issued and outstanding
               
Common Stock, $0.001 par value, 100,000,000 shares authorized     7,650,000 issued and outstanding
    7,650       7,650  
Additional paid in capital
    55,005       52,580  
(Deficit) accumulated during the development stage
    (129,405 )     (114,994 )
Total Stockholder's Deficit
    (66,750 )     (54,524 )
                 
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT
  $ 5,051     $ 11,092  
 
The accompanying notes are an integral part of these financial stateme nts
 
 
 
3
 
 
 
Breezer Ventures Inc.
(A Development Stage Company)
Statements of Operations
Three Months and Nine Months Ended June 30, 2009 and 2008 and for the Period From May 18, 2005 (Inception) through June 30, 2009
(Unaudited)

   
Three Months Ended
   
Nine Months Ended
   
May 18, 2005 (Inception)
 
   
June
 30, 2009
   
June
30, 2008
   
June
 30, 2009
   
June
 30, 2008
   
to June 30, 2009
 
General and Administration Expenses
                             
Consulting and professional fees
  $ 600     $ 1,500     $ 4,180     $ 4,500     $ 52,865  
Training costs
    -       -                       5,000  
Management fees
    -       -                       6,000  
Rent
    -       3,000       6,000       9,000       44,000  
Depreciation
    -       876       1,752       2,628       12,552  
Other
    -       64       294       289       3,833  
Interest
    747       488       2,185       1,318       5,155  
      1,347       5,928       14,411       17,735       129,405  
                                         
Net (Loss) for the period
  $ (1,347 )   $ (5,928 )   $ (14,411 )   $ (17,735 )   $ (129,405 )
                                         
Net (Loss) per common share
  $ (0.00 )   $ (0.00 )     (0.00 )     (0.00 )        
Basic and diluted
                                       
                                         
Weighted Average Number of Common Shares Outstanding
                                       
Basic and diluted
    7,650,000       7,650,000       7,650,000       7,650,000          
                                         
 
  The accompanying notes are an integral part of these financial statements
 

 
4
 

Breezer Ventures Inc.
(A Development Stage Company)
Statements of Cash Flows
Nine Months Ended June 30, 2009 and
the Period From May 18, 2005 (Inception) through June 30, 2009
(Unaudited)
 
 
 
   
Nine Months Ended
   
May 18, 2005 (Inception)
 
   
June 30, 2009
   
June 30, 2008
   
to June
30, 2009
 
Cash Flows from Operating Activities
                 
Net (loss) for the period
  $ (14,411 )   $ (17,735 )   $ (129,405 )
Adjustments to reconcile net loss to cash used in operating activities
                       
Depreciation
    1,752       2,628       12,552  
Imputed interest on related party transactions
    2,185       1,318       5,155  
Changes in:
                       
Accounts Payable and Accrued Liabilities
    (3,615 )     8,700       33,051  
Net Cash Flow Used in Operating Activities
    (14,089 )     (5,089 )     (78,647 )
                         
Cash Flows from Investing Activities
                       
Accounts payable and accrued liabilities
    -       -       (17,500 )
Net Cash Flow Used in Investing Activities
    -       -       (17,500 )
                         
Cash Flows from Financing Activities
                       
Loans from shareholder
    9,800       5,200       38,750  
Issuance of Common Stock
    -               57,500  
Net Cash Provided by Financing Activities
    9,800       5,200       96,250  
                         
Net Change in Cash
    (4,289 )     111       103  
                         
Cash at Beginning of Period
    4,392       25       --  
Cash at End of Period
  $ 103     $ 136     $ 103  
                         
Supplemental Disclosures of Cash Flow Information
                       
Cash paid for Interest
  $ -     $ -     $ -  
Cash paid for Income Taxes
    -       -       -  
 
The accompanying notes are an integral part of these financial statements9
 

 
5
 

Breezer Ventures Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Unaudited)
 
NOTE 1 - BASIS OF PRESENTATION
 
The accompanying unaudited interim financial statements of Breezer Ventures, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with Breezer's audited 2008 annual financial statements and notes thereto filed with the SEC on form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the result of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in Breezer's 2008 annual financial statements have been omitted.
 
NOTE 2 - GOING CONCERN
 
Breezer's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $129,405 and has insufficient working capital to meet operating needs for the next twelve months as of June 30, 2009, all of which raise substantial doubt about Breezer's ability to continue as a going concern.
 
NOTE 3 - RELATED PARTY TRANSACTION
 
A director loaned $9,800 to the Company during the period ended June 30, 2009, which is unsecured, non interest bearing, with no specific terms of repayment. The amount due the director is $38,750 and $28,950 at June 30, 2009 and September 30, 2008, respectively.
 
Imputed interest at 8% in the amount of $2,185 has been included as an increase to additional paid in capital for the nine months ended June 30, 2009.
 



 
6
 


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

Plan of Operations

We were incorporated in the State of Nevada on May 18, 2005.  Our fiscal year end is September 30 th .  The Company’s original business plan was to own and operate restaurants in North America.  We subsequently changed our business model to that of opening a restaurant serving modern, fusion-style Indian cuisine in Beijing, China. We expected that such restaurant would commence operations at the end of December, 2009.  We have now abandoned that business model, and have no plans to open a restaurant.  

Previously, our principal executive offices were located in Beijing, China.  Our address has changed to 330 Madison Avenue, 6 th Floor, New York, NY 10017 and our telephone number is now 866-272-2036.  On January 30, 2009, Wei Xue Feng, a director, President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of our Company resigned.  Huaiqian Zhang was appointed a director, President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of our company.

On June 25, 2009, Huaiqian Zhang resigned from his positions.  Prior to Mr. Zhang’s resignation, he appointed Shawn Sim to the Company’s Board of Directors and as the Company’s new  President, Chief Executive Officer, Treasurer and Secretary.  There are no agreements or understandings yet regarding Mr. Sim’s compensation.

At the present time, the Company is exploring and considering various potential business opportunities.

Revenues and Expenses

The Company has not generated any revenues since its inception.

The Company incurred general and administration expenses of $1,347 for the three months ended June 30, 2009.  For the three months ended June 30, 2008, the Company experienced general and administration expenses of $5,928.  Since the Company's inception, the Company has incurred total general and administration expenses of $129,405. The majority of the expenses incurred by the Company have been related to the Company's offices and expenses related to maintaining the Company's status as a publicly reporting company, including legal, accounting and filing fees.

For the three months ended June 30, 2009, the Company experienced a net loss of $1,347.

Should the Company commence operations in the near future, its expenses are anticipated to increase considerably.

Liquidity and capital resources

The Company has earned no revenues since its inception.  From inception until the date of this filing, we have had no material operating activities.  Our current cash balance as of the date of this Report is $103.  We anticipate that our current cash balance will not satisfy our cash needs for the following twelve-month period.  There can be no assurance that we will be successful in finding financing, or even if financing is found, that we will be successful in commencing operations.

During the three months period ended June 30, 2009, the Company satisfied its working capital needs from loans from its Director.  As of June 30, 2009, the Company has cash on hand in the amount of $103.  Management does not expect that the current level of cash on hand will be sufficient to fund our operation for the next twelve month period.  We may also be able to obtain more future loans from our shareholders, but there are no agreements or understandings in place currently.


 
7
 

We believe that we will require additional funding to expand our business and ensure its future profitability. We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock.  However, we do not have any 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 certain of our shareholders.

Off Balance Sheet Arrangements

As of June 30, 2009, we did not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to permissive authority under Regulation S-K, Rule 305, we have omitted Selected Financial Data.

ITEM 4. 
CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We  carried out an evaluation, under the supervision and with the participation   of  our  management,  including   our   principal executive  officer  and  principal  financial  officer,  of   the effectiveness  of  our  disclosure controls  and  procedures  (as defined  in  Rules  13a-15(e) and 15d-15(e) of the  Exchange  Act (defined  below)).   Based  upon that evaluation,  our  principal executive officer and principal financial officer concluded that, as  of  the  end  of  the  period covered  in  this  report,  our disclosure controls and procedures were effective to ensure  that information required to be disclosed in reports filed  under  the Securities Exchange Act of 1934, as amended (the "Exchange  Act") is  recorded,  processed,  summarized  and  reported  within  the required time periods and is accumulated and communicated to  our management,   including  our  principal  executive  officer   and principal  financial  officer, as  appropriate  to  allow  timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud.  A control system, no matter how well conceived and   operated,  can  provide  only  reasonable,  not   absolute, assurance   that  the  objectives  of  the  control  system   are met.   Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.  Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended June 30, 2009 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting. 

 
8
 

 
PART II. OTHER INFORMATION
   
ITEM 1.
LEGAL PROCEEDINGS
 
The Company is not, and has not been during the period covered by this Quarterly Report, a party to any legal proceedings.
 
ITEM 1A.
RISK FACTORS
 
Not Applicable.

ITEM 2:
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None.
 
ITEM 3:
DEFAULTS UPON SENIOR SECURITIES

Not Applicable.
  
ITEM 4:
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
No matters were submitted to the vote of the Company’s security holders during the period covered by this Quarterly Report.
 
ITEM 5:
OTHER INFORMATION

Not Applicable.
 
ITEM 6.
EXHIBITS
 
Exhibit
Description
 
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 

 
9
 

SIGNATURES

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

 
BREEZER VENTURES INC.
 
 
         
 
By:
/s/ Shawn Sim
 
   
Name:
Shawn Sim
 
   
Title:
Chief Executive Officer and
Chief Financial Officer
 
         
         

Date: August 14, 2009
 

 
10
 

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