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 March 31, 2011
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.)
Room 1707, 17th Floor, CTS Center, 219 Zhong Shan Wu Road,
Guangzhou, China, 510030
(Address of principal executive offices)
949-419-6588
(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
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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 March 31, 2011, the Issuer had 30,600,000 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)
March 31 September
31, 2011 30, 2010
(Unaudited)
Assets
Current Assets
Cash and Cash Equivalents $20 $270
Receivable due to officer - -
TOTAL CURRENT ASSETS $20 $270
Property Plant and Equipment
Furniture and Equipment $17,500 $17,500
Accumulated Depreciation $(17,500) $(16,056)
$- $1,444
TOTAL ASSETS $20 $1,714
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable and Accrued $42,051 $38,851
Liabilities
Advances from related party $38,750 $38,750
TOTAL CURRENT LIABILITIES $80,801 $77,601
Stockholder's Deficit
Preferred Stock, $0.001 par value,
50,000,000 shares authorized, None
issued and outstanding
Common Stock, $0.001 par value, shares $30,600 $30,600
authorized 30,600,000 issued and
outstanding
Additional Paid-In Capital $58,962 $57,394
(Deficit) accumulated during the $(170,343) $(163,881)
developmental stage
TOTAL STOCKHOLDERS' EQUITY $(80,781) $(75,887)
TOTAL LIABILITIES AND STOCKHOLDERS' $20 $1,714
EQUITY
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The accompanying notes are an integral part of these financial statements.
3
Breezer Ventures Inc.
(A Development Stage Company)
Statements of Operations
Three Months Ended March 31, 2011 and 2010 and for Six Months
Ended March 31, 2011 and 2010 and for
the Period From May 18, 2005 (Inception) through March 31, 2011
(Unaudited)
Three Three Six Months Six Months From May
Months Months Ended March Ended March 18, 2005
Ended Ended 31, 2011 31, 2010 (Inception)
March March to March 31,
31,2011 31,2010 2011
General
and
Administrative
Expenses
Consulting $2,600 $5,100 $3,200 $5,100 $61,165
and
Professional
Fees
Training - - - - $5,000
Costs
Management - - - - $6,000
Fees
Office Expense - - $250 - $250
Rent - $6,000 - $6,000 $44,000
Depreciation $568 $876 $1,444 $1,752 $17,500
Other - $492 - $492 $4,366
Interest $784 $784 $1,568 $1,568 $9,112
Net (loss) $(3,952) $(13,252) $(6,462) $14,912) $(147,393)
for the
period
Net (loss) 0.00 0.00 0.00 0.00 0.00
per share
- Basic
and Diluted
Weighted 30,600,000 30,600,000 30,600,000 30,600,000
Average
Shares
Outstanding
- Basic
and Diluted
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The accompanying notes are an integral part of these financial
statements.
4
Breezer Ventures Inc.
(A Development Stage Company)
Statements of Cash Flows
Six Months Ended March 31, 2011 and 2010 and
the Period From May 18, 2005 (Inception) through March 31, 2011
(Unaudited)
Six Six From May 18,
Months Months 2005
Ended Ended (Inception)
March March to March,
31 ,2011 31,2010 31,2011
Cash Flow from Operating
Activities
Net loss for the Period $(6,462) $(14,912) $(147,393)
Adjustments to - - -
reconcile net loss to cash
used in operating activities
Depreciation $1,568 $1,752 $17,500
Imputed Interest on $1,444 $1,568 $9,112
shareholder advances
Changes in:
Due from Shareholder - - -
Accounts Payable and $3,200 $11,300 $42,051
Accured Liabilities
Net Cash Flow Used in $(250) $(292) $(78,730)
Operating Activities
Cash Flows from Investing
Activities:
Purchase Assets - - $(17,500)
Net Cash Flows Used in - - $(17,500)
Investing Activities
Cash Flows from Financing
Activities:
Additional Paid in - - -
Capital
Advances from - - $38,750
Shareholders
Issuance of Common Stock - - $57,500
Net Cash Flows Provided from - - $96,250
Financing Activities
Net Increase (Decrease) in $(250) $(292) $20
Cash
Cash, and Cash Equivalents, $270 $103 -
Beginning of Period
Cash, and Cash Equivalents, $20 $(189) $20
End of Period
Supplementary Information:
Taxes Paid - - -
Interest Paid - - -
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The accompanying notes are an integral part of these financial
statements.
5
Breezer Ventures Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Note 1 Incorporation and Operating Activities
Breezer Ventures Inc. was incorporated on May 18, 2005, under the
laws of the State of Nevada, U.S.A. Operations, as a development
stage company started on that date.
We intend to commence operations as a casual, fine-dining restaurant
serving modern, fusion-style Indian cuisine in Beijing, China. On
September 30, 2005, we signed an asset purchase agreement with
Big-On-Burgers Restaurants to purchase the supplies and capital
equipment of their restaurant.
Note 2 Summary of Significant Accounting Policies
Basis of Presentation
The Company follows accounting principles generally accepted in the
United States of America. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary
for a fair presentation of financial position and the results of
operations for the periods presented have been reflected herein.
Revenue Recognition
Revenue is recognized when it is realized or realizable and earned.
Breezer considers revenue realized or realizable and earned when
persuasive evidence of an arrangement exists, services have been
provided, and collectability is reasonably assured. Revenue that is
billed in advance such as recurring weekly or monthly services are
initially deferred and recognized as revenue over the period the
services are provided.
Use of Estimates
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could materially differ from these estimates.
Development Stage Company
The Company complies with the FASB Accounting Standards Codification
(ASC) Topic 915 Development Stage Entities and the Securities and
Exchange Commission Exchange Act 7 for its characterization of the
Company as development stage.
Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance with ASC
Topic 360, "Accounting for the Impairment or Disposal of Long-lived
Assets". Under ASC Topic 360, long-lived assets are tested for
recoverability whenever events or changes in circumstances indicate
that their carrying amounts may not be recoverable. An impairment
charge is recognized or the amount, if any, which the carrying value
of the asset exceeds the fair value.
Foreign Currency Translation
Our functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies
are translated in accordance with ASC Topic 830, "Foreign Currency
Translation" using the exchange rate prevailing at the balance sheet
date. Gains and losses arising on settlement of foreign currency
denominated transactions or balances are included in the determination
of income. We have not, to the date of these financial statements,
entered into derivative instruments to offset the impact of foreign
currency fluctuations.
F-8
Fair Value of Financial Instruments
The respective carrying value of certain on-balance sheet financial
instruments approximate their fair values. These financial statements
include cash, receivables, advances receivable, cheques issued in excess
of cash, accounts payable and property obligations payable. Unless
otherwise noted, it is management's opinion that the Company is not
exposed to significant interest, currency or credit risks arising from
these financial instruments. Unless otherwise noted, fair values were
assumed to approximate carrying values for these financial instruments
since they are short term in nature and their carrying amounts
approximate fair values or they are receivable or payable on demand.
Income Taxes
The company recognizes income taxes using an asset and liability approach.
Future income tax assets and liabilities are computed annually for
differences between the financial statements and bases using enacted tax
laws and rates applicable to the periods in which the differences are
expressed to affect taxable income.
Basic and Diluted Net Loss Per Common Share
Basic and diluted net loss per share calculations are calculated on the
basis of the weighted average number of common shares outstanding during
the year. The per share amounts include the dilutive effect of common
stock equivalents in years with net income. Basic and diluted loss per
share is the same due to the anti dilutive nature of potential common
stock equivalents.
Stock Based Compensation
The Company accounts for stock-based employee compensation arrangements
using the fair value method in accordance with the provisions of ASC
Topic 718 Compensation - Stock Compensation. The company accounts for
the stock options issued to non-employees in accordance with the
provisions of ASC Topic 718, Compensation-Stock Compensation.
On September 2, 2009, the Board of Directors of Breezer Ventures Inc.
declared the payment of a stock dividend consisting of three (3)
additional shares of the Company's common stock for each one (1) share
of the Company's common stock held as of the record date. The record
date will be September 14, 2009. Such stock dividend will be paid on
September 15, 2009. Holders of fractions of shares of the Company's
common stock will receive a proportional number of shares rounded to
the nearest whole share. In connection with this stock dividend, the
ownership of stockholders possessing 7,650,000 shares of the Company's
Common Stock will be thereby be increased to 30,600,000 shares of common
stock.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents. As of March 31, 2011 and 2010,
there were no cash equivalents.
Property, Plant and Equipment
Property, plant and equipment consist of furniture and equipment recorded
at cost, with amortization provided over the estimated useful life of
the asset, 5 years, straight-line.
Recent Accounting Pronouncements
Breezer does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on its results of operations,
financial position or cash flow.
F-9
Note 3 Going Concern
The company'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 $170,343 and has insufficient working capital to meet
operating needs for the next twelve months as of March 31, 2011, all
of which raise substantial doubt about the company's ability to continue
as a going concern.
The Company does not have the necessary funds to cover the anticipated
operating expenses over the next twelve months. It will be necessary
for the company to raise additional funds through the issuance of
equity securities, through loans or debt financings. There can be no
assurance that the Company will be successful in raising the required
capital or that actual cash requirements will not exceed our
estimates. We do not have any agreements in place for equity financing
and or loan and debt financing. In the event that the Company is
unsuccessful in its financing efforts, the Company may seek to obtain
short term loans.
Note 4 Property, Plant and Equipment
Property, Plant and Equipment consists of furniture and equipment,
which is being depreciated over 5 years.
December December
31, 31,
2010 2009
$ $
Cost 17,500 17,500
Accumulated Depreciation (17,500) (14,304)
Net, Property, Plant and Equipment 0 3,196
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Note 5 Income Taxes
The Company has tax losses, which may be applied against future taxable
income. The potential tax benefits arising from these loss carry
forwards expire between 2025 and 2028 and are offset by a valuation
allowance due to the uncertainty of profitable operations in the
future. The net operating loss carry forward was $170,343 and
$166,250 at March 31, 2011 and 2010, respectively.
F-10
Note 6 Related Party Transaction
A director loaned $9,800 to the Company during the period ended
December 31, 2010, which is unsecured, with no specific terms of
repayment. The amount due the director is $38,750 and $38,750 at
March 31, 2011 and March 31, 2010, respectively.
Imputed interest at 8% in the amount of $1,568 and $1,568 has been
included as an increase to additional paid in capital for the period
ended March 31, 2011 and 2010, respectively.
Note 7 Subsequent Events
The Company has abandoned its previous business model, and has no plans
to open a restaurant. As of the date of the filing of this Report,
the Company is exploring and considering various potential business
opportunities.
On April 7, 2011 the Company executed an asset purchase agreement to purchase
a 93.75% working interest and a 70.341796% net revenue interest in the Elma
Jackson oil and gas lease located in Texas.
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These
statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking
statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors,
that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different
from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements. Although we believe that the expectations reflected in
the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.
Except as required by applicable law, including the securities laws
of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
Our unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States
Generally Accepted Accounting Principles. The following discussion
should be read in conjunction with our financial statements and the
related notes that appear elsewhere in this quarterly report. The
following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could
differ materially from those discussed in the forward looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below
and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar
amounts are expressed in United States dollars. All references to
"US$" refer to United States dollars and all references to "common
shares" refer to the common shares in our capital stock.
As used in this quarterly report, the terms "we", "us", "our", "our
company" and Breezer mean Breezer Ventures Inc., unless otherwise
indicated.
Plan of Operations
Breezer Ventures Inc. was incorporated in the state of Nevada on
May 18, 2005. To date, the Company has not commenced operations or
earned revenue. The Company's previous business models related to
the restaurant business. However, we were not successful in
implementing this business plan. Management then investigated
several other business opportunities, and focused on opening a
restaurant in Beijing, China. The Company has abandoned this
business plan as well, and now has no plans to open a restaurant.
As of the date of the filing of this Report, the Company is
exploring and considering various potential business opportunities.
Our principal executive offices are located at Room 1707, 17th
Floor, CTS Center, 219 Zhong Shan Wu Road, Guangzhou, China, 510030.
We are in the process of developing a new business plan for the
Company. At the present time, the Company does not have the
necessary funds to cover its anticipated operating expenses over the
next twelve months or to commence operations. It will be necessary
for the Company to raise additional funds through the issuance of
equity securities, through loans or debt financings. There can be
no assurance that the Company will be successful in raising the
required capital or that actual cash requirements will not exceed
our estimates. We do not have any agreements in place for equity
financing and or loan and debt financing. In the event that the
Company is unsuccessful in its financing efforts, the Company may
seek to obtain short term loans. 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 achieving profitable operations.
Because we have not yet determined what the Company's business
operations will be, we can not estimate what competitive conditions
we will face, what products we will sell and how we will distribute
them, the raw materials we may require, the number or nature of our
customers or the impact of future government regulation on our
business.
Mr. Sim resigned on December 22, 2009 as the President, Chief
Executive Officer, Treasurer, Secretary and sole director of the
Company. Prior to Mr. Sims resignation, Mr. Tang Xu was appointed
to the Company's Board of Directors. Mr. Tang Xu was appointed to
serve as the Company's President, Chief Executive Officer, Treasurer
and Secretary upon Mr. Sims resignation.
Revenues and Expenses
The Company has not generated any revenues since its inception.
The Company incurred general and administration expenses of $6,462
for the six months ended March 31, 2011. For the six months ended
March 31, 2010, the Company experienced general and administration
expenses of $14,912. Since the Company's inception, the Company has
incurred total general and administration expenses of $147,393. 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 six months ended March 31, 2011, the Company experienced a
net loss of $6,462.
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 $20. 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 six months period ended March 31, 2011, the Company
satisfied its working capital needs from loans from its Director.
As of March 31, 2011, the Company has cash on hand in the amount of
$20. 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.
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 March 31, 2011 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 December 31, 2010
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.
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/ Tang Xu
Name: Tang Xu
Title: Chief Executive Officer and
Chief Financial Officer
Date: May 12, 2011
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Breezer Ventures (CE) (USOTC:BRZV)
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Breezer Ventures (CE) (USOTC:BRZV)
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