Registration No. 333-________.


As filed with the Securities and Exchange Commission on May 27, 2011



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 _________________________

 


FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

________________________



ADVENTO, INC.

 (Exact name of Registrant as specified in its charter)



Nevada

5070

68-0681552

State or jurisdiction of incorporation
or organization

Primary Standard Industrial
Classification Code Number

IRS Employer
Identification Number



8 Jiang gang Qu, Ste 402

Hangzhou, China 310000

Tel: 011-86-13083976291

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

____________________________


INCORP SERVICES, INC.

 2360 Corporate Circle, Ste 400, Henderson NV 89074-7722

Tel: (702) 866-2500, Fax: (702) 866-2689

 (Address, including zip code, and telephone number,

including area code, of agent for service)

______________________________



Copies to:


David M. Loev
The Loev Law Firm, PC
6300 West Loop South, Suite 280
Bellaire, Texas 77401

Tel: (713) 524-4110
Fax: (713) 524-4122



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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.


If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box:   x


If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   ¨


If this form is a post-effective registration statement filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   ¨


If this form is a post-effective registration statement filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨


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 ¨      Accelerated filer ¨       Non-accelerated filer     ¨       Smaller reporting company   x

(Do not check if a smaller reporting company)


CALCULATION OF REGISTRATION FEE


Title of Each Class

of Securities to be

Registered

 

Amount of Shares to

be  Registered

 

 

Proposed Maximum

Offering Price per

Share (1)

 

 

Proposed Maximum

Aggregate Offering

Price

 

 

Amount of

Registration Fee

 

Common Stock

 

 

2,000,000

 

 

$

0.05

 

 

$

100,000

 

 

$

11.61

 


(1)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1993, as amended.


There is no current market for the securities. Although the registrant’s common stock has a par value of $0.001, the registrant believes that the calculations offered pursuant to Rule 457(f)(2) are not applicable and, as such, the registrant has valued the common stock in good faith and for the purposes of the registration fee, based on $0.05 per share. In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

 



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 PROSPECTUS


THE INFORMATION IN THIS PROSPECTUS MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED.


ADVENTO, INC.


2,000,000 SHARES OF COMMON STOCK


This is the initial offering of common stock of Advento, Inc. and no public market currently exists for the securities being offered.  We are offering for sale a total of 2,000,000 shares of common stock at a fixed price of $0.05 per share. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. The offering is being conducted on a self-underwritten, best efforts basis, which means our President, Wang Liangwei, will attempt to sell the shares. This Prospectus will permit our President to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934.  The shares will be offered at a fixed price of $0.05 per share for a period of two hundred forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) the date when the Advento, Inc. decides to do so, or (ii) when the offering is fully subscribed for.  


 

 

Offering Price

Per Share

 

Commissions

 

Proceeds to Company 

Before Expenses

 

Common Stock

 

$

0.05

 

Not Applicable

 

$

100,000

 

Total

 

$

0.05

 

Not Applicable

 

$

100,000

 


Advento, Inc. is a development stage company and currently has limited operations.  Any investment in the shares offered herein involves a high degree of risk.  You should only purchase shares if you can afford a loss of your investment.  Our independent registered public accountant has issued an audit opinion for Advento, Inc. which includes a statement expressing substantial doubt as to our ability to continue as a going concern.


There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board.  We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.


THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED “RISK FACTORS” ON PAGES 6 THROUGH 11 BEFORE BUYING ANY SHARES OF ADVENTO, INC.’S COMMON STOCK..


 NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 


SUBJECT TO COMPLETION, DATED __________________, 20___



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TABLE OF CONTENTS

 

PROSPECTUS SUMMARY

 

5

RISK FACTORS

 

6

FORWARD-LOOKING STATEMENTS

 

11

USE OF PROCEEDS

 

11

DETERMINATION OF OFFERING PRICE

 

12

DILUTION

 

12

MANAGEMENT’S DISCUSSION AND ANALYSIS OR  PLAN OF OPERATIONS

 

 15

DESCRIPTION OF BUSINESS

 

19

LEGAL PROCEEDINGS

 

22

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

 

23

EXECUTIVE COMPENSATION

 

24

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

24

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

25

PLAN OF DISTRIBUTION

 

25

DESCRIPTION OF SECURITIES

 

27

    INDEMNIFICATION  FOR SECURITIES ACT LIABILITIES

 

28

LEGAL MATTERS

 

28

INTERESTS OF NAMED EXPERTS AND COUNSEL

 

28

EXPERTS

 

28

AVAILABLE INFORMATION

 

28

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

29

INDEX TO THE FINANCIAL STATEMENTS

 

29

 

WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.


 




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PROSPECTUS SUMMARY

 

AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, “WE,” “US,” “OUR,” AND “ADVENTO, INC.” REFERS TO ADVETNTO, INC. THE FOLLOWING SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU.  YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.

 

ADVENTO, INC.

 

We are a development stage company and intend to commence operations in the distribution of shower cabinets. Advento, Inc. was incorporated in Nevada on August 4, 2010. We intend to use the net proceeds from this offering to develop our business operations (See “Description of Business” and “Use of Proceeds”). Being a development stage company, we have very limited operating history. Our principal executive offices are located at 8 Jiang gang Qu, Ste 402, Hangzhou, China 310000. Our phone number is 011-86-13083976291


Advento, Inc. started operations on August 4, 2010. We plan to distribute a broad variety of shower cabinets to North American market. From inception until the date of this filing, we have had very limited operating activities.  Our financial statements from inception (August 4, 2010) through the year ended April 30, 2011, reports no revenues and a net loss of $179.  Our independent registered public accounting firm has issued an audit opinion for Advento, Inc. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. To date, we have developed our business plan and entered into Sales Contract with Hangzhou Yongsheng Holdings Co., Ltd, a private Chinese manufacturer that produces high quality shower cabinets.


As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop.

 

THE OFFERING


The Issuer:

 

Advento, Inc.

Securities Being Offered:

 

2,000,000 shares of common stock

Price Per Share:

 

$0.05

Duration of the Offering:

 

The shares will be offered for a period of two hundred forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) the date when the sale of all 2,000,000 shares is completed, (ii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 2,000,000 shares registered under the Registration Statement of which this Prospectus is part. The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within ninety (90) days of the close of the offering. 

Gross Proceeds

 

$100,000

Securities Issued and Outstanding:

There are 2,500,000 shares of common stock issued and outstanding as of the date of this prospectus, held solely by our Sole Officer and Director, Wang Liangwei.

 

Registration Costs

We estimate our total offering registration costs to be approximately $8,000.

 

Risk Factors

See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

 





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SUMMARY FINANCIAL INFORMATION

 

The tables and information below are derived from our audited financial statements for the period from August 4, 2010(Inception) to April 30, 2011.  

 

Financial Summary

 

As of April 30, 2011 (Audited) ($)

 

Cash and Deposits

 

 

2,495

 

Total Assets

 

 

2,495

 

Total Liabilities

 

 

174

 

Total Stockholder’s Equity

 

 

2,321

 


Statement of Operations

 

Accumulated From August 4, 2010

(Inception) to April 30, 2011 Audited) ($)

 

Total Expenses

 

 

179

 

Net Loss for the Period

 

 

(179)

 

 


RISK FACTORS

 

An investment in our common stock involves a high degree of risk.  You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock.  If any of the following risks occur, our business, operating results and financial condition could be seriously harmed.  The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

 

RISKS ASSOCIATED TO OUR BUSINESS

 

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE COMMENCED LIMITED OPERATIONS IN OUR BUSINESS. WE EXPECT TO INCUR SIGNIFICANT OPERATING LOSSES FOR THE FORESEEABLE FUTURE.

 

We were incorporated on August 4, 2010 and to date have been involved primarily in organizational activities.  We have commenced limited business operations. Accordingly, we have no way to evaluate the likelihood that our business will be successful.  Potential investors should be aware of the difficulties normally encountered by new distribution companies and the high rate of failure of such enterprises.  The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses that may exceed current estimates. Prior to shipping fist shower cabinets, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail. 


WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO START OUR BUSINESS, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE REVENUES. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT BE AVAILABLE.

 

Our current operating funds are less than necessary to complete our intended operations in distribution of shower cabinets. We need the proceeds from this offering to commence activities that will allow us to begin seeking financing of our business plan. As of April 30, 2011, we had cash in the amount of $2,495 and liabilities of $179. As of this date, we have had limited operations and no income. We may need additional funds to complete further development of our business plan to achieve a sustainable sales level where ongoing operations can be funded out of revenues. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.



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ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.

We must raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through the sale of additional shares of common stock. Such stock issuances will cause stockholders' interests in our company to be diluted. Such dilution will negatively affect the value of investors’ shares.


WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS DEPENDENT ON OUR ABILITY TO RAISE FINANCING.  AS A RESULT, THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

 

We have accrued net losses of $179 for the period from our inception on August 4, 2010 to the year ended April 30, 2011, and have no revenues as of this date. Our future is dependent upon our ability to obtain financing and upon future profitable operations. Further, the finances required to fully develop our plan cannot be predicted with any certainty and may exceed any estimates we set forth. These factors raise substantial doubt that we will be able to continue as a going concern. RONALD R. CHADWICK, P.C. our independent registered public accounting firm, has expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. As a result we may have to liquidate our business and you may lose your investment. You should consider our independent registered public accountant’s comments when determining if an investment in Advento, Inc. is suitable.

 

We require minimum funding of approximately $30,000 to conduct our proposed operations for a minimum period of one year. Expenditures over the next 12 months are therefore expected to exceed the sum of both our cash on hand and amount to be raised in this offering. If we experience such a shortage of funds prior to funding during the next 12 months, we may utilize funds from Liang Wei Wang, our sole officer and director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. We will require the funds from this offering to proceed.

 

If we are successful in raising the funds from this offering, we plan to commence activities to raise the funds required for the development program. We cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work or activities of the development program. We plan to raise additional funding for development by way of a private debt or equity financing, but have not commenced any activities to raise such funds and have no current plans on how to raise such funds.


IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY WILL RESULT IN A CESSATION OF OPERATIONS.


We currently have no customers to buy shower cabinets from us.  We have not identified any customers and we cannot guarantee we ever will have any customers.  Even if we obtain customers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations.  You are likely to lose your entire investment if we cannot rent automobiles at prices which generate a profit.


WE OPERATE IN A HIGHLY COMPETITIVE ENVIRONMENT, AND IF WE ARE UNABLE TO COMPETE WITH OUR COMPETITORS, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS, CASH FLOWS AND PROSPECTS COULD BE MATERIALLY ADVERSELY AFFECTED.


We operate in a highly competitive environment.  Our competition includes large, small and midsized companies, and many of them may distribute the same or similar shower cabinets in our markets at competitive prices. Highly competitive environment could materially adversely affect our business, financial condition, results of operations, cash flows and prospects.




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OUR SALES AND PROFITABILITY DEPEND SIGNIFICANTLY ON NEW RESIDENTIAL CONSTRUCTION AND HOME IMPROVEMENT ACTIVITY.


Our sales depend heavily on the strength of national and local new residential construction and home improvement and remodeling markets.  The strength of these markets depends on new housing starts and residential renovation projects, which are a function of many factors beyond our control. Some of these factors include employment levels, job and household formation, interest rates, housing prices, tax policy, availability of mortgage financing, prices of commodity wood products, regional demographics and consumer confidence. Future downturns in the markets that we serve or in the economy generally could have a material adverse effect on our operating results and financial condition.  Reduced levels of construction activity may result in intense price competition among sanitary ware suppliers, which may adversely affect our gross margins.


ALL OF OUR PRODUCT PURCHASES WILL BE MADE FROM ONE SUPPLIER.  IF THAT SUPPLIER DECREASES OR TERMINATES ITS RELATIONSHIP WITH US OUR BUSINESS WOULD LIKELY FAIL IF WE ARE UNABLE TO FIND A SUBSTITUTE FOR THAT COMPANY.


As a result of being totally dependent on a single wholesale supplier located in China, we may be subject to certain risks, including changes in regulatory requirements, tariffs and other barriers, increased pressure, timing and availability of export licenses, the burden of complying with a variety of foreign laws and treaties, and uncertainties relative to regional, political and economic circumstances. We purchase our products from Hangzhou Yongsheng Holdings Co., Ltd, a private Chinese manufacturer. Our agreement with this company does not prevent it from supplying its shower cabinets to our competitors or directly to consumers. The Contract has no minimum term, and Hangzhou Yongsheng Holdings Co., Ltd may terminate the Contract at any time. If this company decreases, modifies or terminates its association with us for any other reason, we would suffer an interruption in our business unless and until we found a substitute for that supplier. If we were unable to find a substitute for that supplier, our business would likely fail. We cannot predict what the likelihood would be of finding an acceptable substitute supplier.


EVEN THOUGH WE ARE REQUIRED TO PURCHASE OUR PRODUCTS IN UNITED STATES DOLLARS, OUR BUSINESS CAN BE EFFECTED BY CURRENCY RATE FLUCTUATIONS AS OUR SUPPLIER IS A CHINESE COMPANY AND ALL ITS OPERATIONS ARE IN CHINESE YUAN.

Currently, we are required by contract with our supplier to buy products in US Dollars, but all our supplier’s operations are in Chinese Yuan, so we are affected by changes in foreign exchange rates.  To protect our business, we may enter into foreign currency exchange contracts with major financial institutions to hedge the overseas purchase transactions and limit our exposure to those fluctuations.  If we are not able to successfully protect ourselves against those currency rate fluctuations, then our profits on the products subject to those fluctuations would also fluctuate and could cause us to be less profitable or incur losses, even if our business is doing well.

BECAUSE WE WILL PURCHASE OUR PRODUCTS FROM OVERSEAS, A DISRUPTION IN THE DELIVERY OF IMPORTED PRODUCTS MAY HAVE A GREATER EFFECT ON US THAN ON OUR COMPETITORS.


We will import our product from China. Because we will import our product and deliver it directly to our customers, we believe that disruptions in shipping deliveries may have a greater effect on us than on competitors who manufacture and/or warehouse products in the United States or Canada. Deliveries of our products may be disrupted through factors such as:


     (1)  raw material shortages, work stoppages, strikes and political unrest;

     (2)  problems with ocean shipping, including work stoppages and shipping

          container shortages;

     (3)  increased inspections of import shipments or other factors causing

          delays in shipments; and

     (4)  economic crises, international disputes and wars.



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Most of our competitors warehouse products they import from overseas, which allows them to continue delivering their products for the near term, despite overseas shipping disruptions. If our competitors are able to deliver products when we cannot, our reputation may be damaged and we may lose customers to our competitors.


BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, OUR MARKETING CAMPAIGN MAY NOT BE ENOUGH TO ATTRACT SUFFICIENT CLIENTS TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE WILL SUSPEND OR CEASE OPERATIONS.


Due to the fact we are small and do not have much capital, we must limit our marketing activities and may not be able to make our product known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.


BECAUSE COMPANY’S HEADQUARTERS ARE LOCATED OUTSIDE OF THE UNITED STATES, U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO AFFECT SERVICE OF PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST THE COMPANY AND ITS NON U.S. RESIDENT OFFICER AND DIRECTOR.


While we are organized under the laws of State of Nevada, Liang Wei Wang, our sole officer and director is a non-U.S. resident, and our headquarters are located outside of the United States. Consequently, it may be difficult for investors to affect service of process on him in the United States and to enforce in the United States judgments obtained in United States courts against him based on the civil liability provisions of the United States securities laws. Since all our assets will be located in Canada it may be difficult or impossible for U.S. investors to collect a judgment against us. As well, any judgment obtained in the United States against us may not be enforceable.


BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL OWN 55.56% OR MORE OF OUR OUTSTANDING COMMON STOCK, HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.


If maximum offering shares will be sold, Mr. Wang, our sole officer and director, will own 55.56% of the outstanding shares of our common stock. Accordingly, he will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control.  The interests of Mr. Wang may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders.

 

IF LIANG WEI WANG, OUR SOLE OFFICER AND DIRECTOR, SHOULD RESIGN OR DIE, WE WILL NOT HAVE A CHIEF EXECUTIVE OFFICER WHICH COULD RESULT IN OUR OPERATIONS SUSPENDING. IF THAT SHOULD OCCUR, YOU COULD LOSE YOUR INVESTMENT.


We extremely depend on the services of our sole officer and director, Liang Wei Wang, for the future success of our business. The loss of the services of Mr. Wang could have an adverse effect on our business, financial condition and results of operations. If he should resign or die we will not have a chief executive officer. If that should occur, until we find another person to act as our chief executive officer, our operations could be suspended. In that event it is possible you could lose your entire investment.


BECAUSE OUR CURRENT PRESIDENT HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

 

Liang Wei Wang, our President, currently devotes approximately twenty hours per week providing management services to us. While he presently possesses adequate time to attend to our interest, it is possible that the demands on him from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. The loss of Mr. Wang to our company could negatively impact our business development.



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RISKS ASSOCIATED WITH THIS OFFERING


INVESTORS CANNOT WITHDRAW FUNDS ONCE INVESTED AND WILL NOT RECEIVE A REFUND.

 

Investors do not have the right to withdraw invested funds. Subscription payments will be paid to Advento, Inc. and held on our corporate bank account if the Subscription Agreements are in good order and the investor is accepted as an investor by the Company. Therefore, once an investment is made, investors will not have the use or right to return of such funds.


OUR PRESIDENT, MR. WANG DOES NOT HAVE ANY PRIOR EXPERIENCE CONDUCTING A BEST-EFFORT OFFERING AND AS A RESULT OF THIS WE MAY NOT BE ABLE TO RAISE SUFFICIENT FUNDS TO CONTINUE OPERATIONS SUCCESSFULLY.


Mr. Wang does not have any experience conducting a best-effort offering. Consequently, we may not be able to raise any funds successfully. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially adversely affected. Our inability to successfully conduct a best-effort offering could be the basis of your losing your entire investment in us.


OUR SOLE OFFICER AND DIRECTOR HAS NO EXPERIENCE MANAGING A PUBLIC COMPANY WHICH IS REQUIRED TO ESTABLISH AND MAINTAIN DISCLOSURE CONTROL AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING.


We have never operated as a public company. Liang Wei Wang, our sole officer and director has no experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required for a public company that is reporting company with the Securities and Exchange Commission. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.


THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A “PENNY STOCK.”

 

The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $2,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.


WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES.

 

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our President, who will receive no commissions. There is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling all of the shares and we receive the proceeds from this offering, we may have to seek alternative financing to implement our business plan.




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DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.

 

We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the Over-the-Counter Bulletin Board (“OTCBB”). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time.  We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale.  As of the date of this filing, there have been no discussions or understandings between Advento, Inc. and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

 

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

 

Our business plan allows for the payment of the estimated $8,000 cost of this registration statement to be paid from existing cash on hand.  If necessary, Liang Wei Wang, our Chairman, has verbally agreed to loan the company funds to complete the registration process. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.



FORWARD LOOKING STATEMENTS

 

This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.

 


USE OF PROCEEDS

 

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.05. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company.  There is no assurance that we will raise the full $100,000 as anticipated.


Gross proceeds

 

$25,000

 

$50,000

 

$75,000

 

$100,000

Legal and professional fees

$

10,000

$

10,000

$

10,000

$

10,000

Website development

$

2,000

$

3,000

$

4,000

$

5,000

Establishing an office

$

2,000

$

2,500

$

3,000

$

4,000

Marketing and advertising

$

10,000

$

15,000

$

30,000

$

45,000

Hire a sales person

$

-

$

15,000

$

20,000

$

25,000

Miscellaneous expenses

$

1,000

$

4,500

$

8,000

$

11,000


The above figures represent only estimated costs.  If necessary, Liang Wei Wang, our sole officer and director, has verbally agreed to loan the company funds to complete the registration process but we will require full funding to implement our complete business plan.

 



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DETERMINATION OF OFFERING PRICE

 

The offering price of the shares has been determined arbitrarily by us.  The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company.  In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.

 


DILUTION

 

The price of the current offering is fixed at $0.05 per share. This price is significantly higher than the price paid by the Company’s sole director and officer for common equity since the Company’s inception on August 4, 2010.  Liang Wei Wang, the Company’s sole officer and director, paid $.001 per share for the 2,500,000 shares of common stock he purchased from the Company.

 

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.


As of April 30, 2011, the net tangible book value of our shares of common stock was $2,321 or approximately $ 0.0009 per share based upon 2,500,000 shares outstanding.


If 100% of the Shares Are Sold:


Upon completion of this offering, in the event all of the shares are sold, the net tangible book value of the 4,500,000 shares to be outstanding will be $102,321 or approximately $0.0227 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.0218 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.05 per share to $0.0227 per share.


After completion of this offering, if 2,000,000 shares are sold, investors in the offering will own 44.44% of the total number of shares then outstanding for which they will have made cash investment of $100,000, or $0.05 per share. Both the 44.44% ownership and $100,000 cash investment are in the aggregate. Our existing stockholders will own 55.56% of the total number of shares then outstanding, for which they have made contributions of cash totalling $2,500.00 or $0.001 per share.


If 75% of the Shares Are Sold


Upon completion of this offering, in the event 1,500,000 shares are sold, the net tangible book value of the 4,000,000 shares to be outstanding will be $77,321, or approximately $0.0193 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.0184 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.05 per share to $0.0193 per share.


After completion of this offering investors in the offering will own 37.5% of the total number of shares then outstanding for which they will have made cash investment of $75,000, or $0.05 per share. Both the 37.5% ownership and $75,000 cash investment are in the aggregate. Our existing stockholders will own 62.5% of the total number of shares then outstanding, for which they have made contributions of cash totaling $2,500.00 or $0.001 per share.




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If 50% of the Shares Are Sold


Upon completion of this offering, in the event 1,000,000 shares are sold, the net tangible book value of the 3,500,000 shares to be outstanding will be $52,321, or approximately $0.0149 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.014 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.05 per share to $0.0149per share.


After completion of this offering investors in the offering will own approximately 28.57% of the total number of shares then outstanding for which they will have made cash investment of $50,000, or $0.05 per share. Both the 28.57% ownership and $50,000 cash investment are in the aggregate. Our existing stockholders will own approximately 71.43% of the total number of shares then outstanding, for which they have made contributions of cash totaling $2,500.00 or $0.001 per share.


If 25% of the Shares Are Sold


Upon completion of this offering, in the event 500,000 shares are sold, the net tangible book value of the 3,000,000 shares to be outstanding will be $27,321, or approximately $0.0091 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.0082 per share without any additional investment on their part. Investors in the offering will incur an immediate dilution from $0.05 per share to $0.0091 per share.


After completion of this offering investors in the offering will own approximately 16.67% of the total number of shares then outstanding for which they will have made cash investment of $25,000, or $0.05 per share. Both the 16.67% ownership and $25,000 cash investment are in the aggregate. Our existing stockholders will own approximately 83.33% of the total number of shares then outstanding, for which they have made contributions of cash totaling $2,500.00 or $0.001 per share.




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The following table compares the differences of your investment in our shares with the investment of our existing stockholders.


Existing Stockholders if all of the Shares are Sold: 

 

 

 

 

               Price per share 

0.001

 

               Net tangible book value per share before offering                              

0.0009

 

               Potential gain to existing shareholders 

100,000

 

               Net tangible book value per share after offering 

0.0227

 

               Increase to present stockholders in net tangible book value per share 

 

 

 

               after offering 

0.0218

 

               Capital contributions 

2,500

 

               Number of shares outstanding before the offering 

 

2,500,000

 

               Number of shares after offering assuming the sale of the maximum 

 

 

 

               number of shares 

 

4,500,000

 

               Percentage of ownership after offering 

 

55.56

Purchasers of Shares in this Offering if all 100% Shares Sold 

 

 

 

 

               Price per share 

0.05

 

               Dilution per share 

0.0273

 

               Capital contributions 

100,000

 

               Number of shares after offering held by public investors 

 

2,000,000

 

               Percentage of capital contributions by existing shareholders 

 

2.44

               Percentage of capital contributions by new investors 

 

97.56

               Percentage of ownership after offering 

 

44.44

Purchasers of Shares in this Offering if 75% of Shares Sold 

 

 

 

 

              Price per share 

0.05

 

              Dilution per share 

0.0307

 

              Capital contributions 

75,000

 

              Percentage of capital contributions by existing shareholders 

 

3.23

              Percentage of capital contributions by new investors 

 

96.77

              Number of shares after offering held by public investors 

 

1,500,000

 

              Percentage of ownership after offering 

 

37.5

Purchasers of Shares in this Offering if all 50% Shares Sold 

 

 

 

 

               Price per share 

0.05

 

               Dilution per share 

0.0351

 

               Capital contributions 

50,000

 

               Number of shares after offering held by public investors 

 

1,000,000

 

               Percentage of capital contributions by existing shareholders 

 

4.76

               Percentage of capital contributions by new investors 

 

95.24

               Percentage of ownership after offering 

 

28.57

Purchasers of Shares in this Offering if 25% of Shares Sold 

 

 

 

 

              Price per share 

0.05

 

              Dilution per share 

0.0409

 

              Capital contributions 

25,000

 

              Percentage of capital contributions by existing shareholders 

 

9.09

              Percentage of capital contributions by new investors 

 

90.91

              Number of shares after offering held by public investors 

 

500,000

 

              Percentage of ownership after offering 

 

16.67


The above figures represent only estimated costs. All proceeds will be deposited into our corporate bank account. If necessary, Liang Wei Wang, our sole officer and director, has agreed to loan, in his sole discretion, the Company funds to complete the registration process but we will require full funding to implement our complete business plan. Mr. Wang has no firm commitment, arrangement or legal obligation to advance or loan funds to the Company.





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MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Our cash balance is $2,495 as of April 30, 2011. We believe our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing and may utilize funds from Liang Wei Wang, our Chairman, President, and Secretary, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees.  Mr. Wang, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company.  In order to achieve our business plan goals, we will need the funding from this offering and substantial additional funding. We are a development stage company and have generated no revenue to date.

 

Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues and no revenues are anticipated until we complete our initial business development. There is no assurance we will ever reach that stage.

 

To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to expand operations but we cannot guarantee that once we expand operations we will stay in business after doing so. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.


If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $100,000 from this offering, it will last one year, but we may need more funds to develop growth strategy, and we will have to revert to obtaining additional money.


Plan of Operation


After the effectiveness of our registration statement by the Securities and Exchange Commissions, we intend to concentrate our efforts on raising capital.  During this period, our operations will be limited due to the limited amount of funds on hand. Upon completion of our public offering, our specific goal is to profitably distribute shower cabinets. Our plan of operations following the completion is as follows:


ESTABLISH OUR OFFICE

Period: 1st -2nd months

Cost: $2,000-$3,000


Upon the completion of the offering, we plan to expand our office and acquire the necessary equipment we need to begin operations. We will spend our “office” budget on purchasing computers, office furniture and miscellaneous office supplies. Our sole officer and director will handle our administrative duties.


DEVELOP OUR WEBSITE

Period: 3 rd -5th months

Cost: $2,000-$5,000


Once we have completed the offering and office is established, we will begin to develop our website. We believe that it will cost between $2,000 and $5,000 for our website to be operational. It will take up to 90 days to develop our website. There will be information about us, the variety of shower cabinets we will offer, information on how to order our product, advantages of our shower cabinets against, installation instructions and other information. Updating and improving our website will continue throughout the lifetime of our operations.



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COMMENCE MARKETING CAMPAIGN

Period: 5th -12th months

Cost: $10,000-$40,000


Once our website is operational, we will begin to market our product. We will develop our client base by focusing our marketing efforts on larger more globally known distribution chain stores.  The large retailer stores sell a higher assortment of shower cabins, have a higher budget for in-stock inventory and tend to purchase a larger and more diverse inventory.  We plan to attend various sanitary ware shows where we can promote our product and meet potential clients.  By late 2012 we plan to expand our selection of shower cabinets by marketing to small and medium size distributors of shower cabinets who specialize in higher-end, shower cabinets.  Any relationship we arrange with retailers for the wholesale distribution of our shower cabins will be non-exclusive.  We will compete with other distributors and manufactures for positioning of our products in retail space. Our methods of communication will include: phone calls, email, and regular mail. We will continue our marketing efforts during the life of our operations.


If we do not sell at least 50% of shares in this offering, we must limit our marketing activities and may not be able to make our product known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.


NEGOTIATE AGREEMENTS WITH POTENTIAL CUSTOMERS

Period: 5th -12th months

Cost: no material costs.


When our website is operational, we also plan to contact and start negotiation with potential customers. We plan to enter into distribution and supply agreements with contractors and homebuilders, chain and retail stores and other distributors of shower cabinets. We will negotiate terms and conditions of collaboration. We also intend to study the North American sanitary ware and building material market. At the beginning, we plan to focus primarily on larger chain stores that sell various types of building materials, specialized home restoration stores and distributors that are responsible for marketing and selling shower cabinets. Then we plan to expand our target market to contactors, homebuilder, developers and shower cabinet installers. This activity will be ongoing throughout our operations.


Even if we are able to obtain sufficient number of agreements at the end of the twelve month period, there is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.


HIRE A SALES PERSON

Period: 6th -12th months

Cost: $15,000-$25,000


If we sell more than 50% of shares in this offering, we intend to hire one salesperson with good knowledge and connections in the sanitary ware distribution and construction industry to introduce our product. The salesperson’s job would be to find new potential purchasers, and to set up agreements with them to buy our shower cabinets. The negotiation of additional agreements with potential customers will be ongoing during the life of our operations.


Based on our current operating plan, we believe that we will start to generate revenue from selling our shower cabinets by the end of 2012. We do not have sufficient cash and cash equivalents to execute our operations, and we will need the funds from this offering to commence our planed business activities. We may also need to obtain additional financing to operate our business for the twelve months following completion of our public offering. Additional financing, whether through public or private equity or debt financing,  arrangements  with the security holder or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us. Our ability to maintain sufficient liquidity is dependent on our ability to raise additional capital.



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We expect to incur the following minimal expenses in the next 12 months in connection with our business operations:


Professional fees in connection with reporting obligations

$

10,000

Office set-up

$

2,000

Website development               

$

2,000

Advertising/Marketing          

$

10,000

General administrative costs

$

6,000

Total:

$

30,000



Liang Wei Wang, our president will be devoting approximately twenty hours per week to our operations. Once we expand operations, and are able to attract more and more customers to buy our product, Mr. Wang has agreed to commit more time as required. Because Mr. Wang will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.


OFF-BALANCE SHEET ARRANGEMENTS

 

We have no 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.

 

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

 

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. 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 and possible cost overruns due to price and cost increases in services and products.


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.


Results of operations


From Inception on August 4, 2010 to April 30, 2011


During the period we incorporated the company, prepared a business plan and executed Sales Contract with Hangzhou Yongsheng Holdings Co., Ltd, a private Chinese manufacturer that produce high quality shower cabinets.

Our loss since inception is $179 for filing costs related to the incorporation of the Company.  We have not meaningfully commenced our proposed business operations and will not do so until we have completed this offering.


Since inception, we have sold 2,500,000 shares of common stock to our sole officer and director for net proceeds of $2,500.

 

 LIQUIDITY AND CAPITAL RESOURCES

 

As of April 30, 2011, the Company had $2,495 cash and our liabilities were $179, comprising $179 owed to Liang Wei Wang, our sole officer and director.  The available capital reserves of the Company are not sufficient for the Company to remain operational.



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Since inception, we have sold 2,500,000 shares of common stock in one offer and sale, which was to our sole officer and director, at a price of $0.001 per share, for aggregate proceeds of $2,500.


To meet a small part our need for cash we are attempting to raise money from this offering. We cannot guarantee that we will be able to sell all the shares required. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus.  We will attempt to raise the necessary funds to proceed with all phases of our plan of operation.  The sources of funding we may consider to fund this work include a public offering, a private placement of our securities or loans from our director or others.


As of the date of this registration statement, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. The company’s sole officer and director, Liang Wei Wang, has indicated that he may be willing to provide funds required to maintain the reporting status in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract in place or written agreement securing this agreement. Management believes if the company cannot maintain its reporting status with the SEC it will have to cease all efforts directed towards the company. As such, any investment previously made would be lost in its entirety.


Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital.  No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting. The company anticipates over the next 12 months the cost of being a reporting public company will be approximately $10,000. 


Management believes that if subsequent private offerings of our equity or debt securities generate sufficient funds so that we can complete our development program, we will likely generate revenue by the end of 2012. However, such additional equity or debt financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.


We are highly dependent upon the success of the private offerings of equity or debt securities, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the Company. However, if such financing were available, because we are a development stage company with no operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company would be required to cease business operations.  As a result, investors would lose all of their investment.


Management believes that current trends toward lower capital investment in start-up companies, volatility in the sanitary ware and building material distribution market pose the most significant challenges to the Company’s success over the next year and in future years.  Additionally, the Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002.  This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.


Should the Company fail to sell less than all its shares under this offering the Company would be forced to scale back or abort completely the implementation of its 12-month plan of operation.

 




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SIGNIFICANT ACCOUNTING POLICIES

 

BASIS OF PRESENTATION

 

The Company reports revenues and expenses using the accrual method of accounting for financial and tax reporting purposes.

 

USE OF ESTIMATES

 

Management uses estimates and assumption in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

 

INCOME TAXES

 

The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No.  109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.


FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Financial Accounting Standards statements No. 107, “Disclosures About Fair Value of Financial Instruments”, requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company’s financial instruments consist primarily of cash.

 

PER SHARE INFORMATION

 

The Company computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period.

 

 

DESCRIPTION OF BUSINESS

 

General


We were incorporated in the State of Nevada on August 4, 2010. We are engaged in the distribution of shower cabinets. Our plan of operations for the next twelve months is complete this offering and to earn revenue from distribution. We have only recently begun our current operations and have not yet earned any revenues and have an operational loss of $179 from August 4, 2011 (date of inception) to April 30, 2011. Our principal office address is located at 8 Jiang gang Qu, Ste 402, Hangzhou, China 310000. Our telephone number is 011-86-13083976291.  Our plan of operation is forward-looking and there is no assurance that we will ever reach profitable operations. We are a development stage company and it is likely that we will not be able to achieve profitability and will have to cease operations due to the lack of funding. We need the funds from this offering to carry out our current business plan. We also anticipate that we will require additional financing in order to execute our business plan.


We plan to market and distribute an assortment of residential and commercial shower cabinets produced by Hangzhou Yongsheng Holdings Co., Ltd in the North American market.  We plan to offer shower cabins with innovative features and can be customized to each consumer’s individual needs.  Our shower cabinets will be offered at prices marked-up from 20% to 25% of our cost. Our customers will be asked to pay us 30% in advance and pay the remaining amount due before loading the container at sea port.



19 | Page




We plan to fill placed orders and to supply the products within a period of thirty days (30) days or less following receipt of any written order. We do not intend to offer any credit terms relating to order payments.  Our customers will be asked to pay us 30% in advance and pay the remaining amount before loading the container.  Customers will have two options to pay for products: by wire transfer or by sending a check/money order.  If customer decides to pay by check/money order, then we will apply a certain amount of days before shipping to have the check/money order cleared.  Customers will be responsible to cover the shipping costs.  Since we anticipate having a 30-day period to process/fill orders, we do not plan to purchase inventory in advance, but rather on request basis. We do not intend to store inventory for any period of time. The orders will be shipped to the customers upon customers’ requests. Customers will be responsible for the custom duties, taxes or any other additional charges that might incur. All shipments will be 100% insured for the value of the shipping. Insurance cost will be customers’ responsibility.


As of April 30, 2011 we had $2,495 cash on hands and our liabilities were $174 comprising of $174 owing to Liang Wei Wang, our sole officer and director. The minimum amount of funds we need to raise for developing our business in the 12 months period following completion of this public offering is $30,000. We have not generated any revenue from operations to date. In order to expand our business operations, develop growth strategy and to continue maintaining a reporting status in the 12 month period following completion of this offering, we will have to sell more than 50% of shares in this offering or raise additional funding. The most likely source of future funds available to us is advances from our sole officer and director Mr. Wang, though we do not have an agreement from Mr. Wang for such cash advances.


Product


We intend to market and distribute various types of shower cabinets: simple showers, computerized showers, steam showers and massage showers cabinets.  Our supplier has many years of manufacturing experience which enables them to produce reliable and quality products.  The shower cabinets are made from internationally recognized equipment and environmentally protected materials such as ABS boards, aluminum alloy frames, tempered glass, and computerized panels. Our supplier has implemented quality control system that meets and exceeds many international standards. The shower cabinets vary in dimensions from shower corners that start from 80x80x195cm in size, which can fit small bathrooms, to large enclosures as large as 120x120x220cm for larger bathrooms. Our clients will also have the option to order, custom fitted and oversized shower cabins.


We also plan to offer high-end customized shower cabins that include many functions such as:


- computer controller

- luxurious hi-fi effect FM radio

- an exhaust fan

- top shower and top light

- foot massage

- hands-free telephone receiving

- ozone antisepsis & sterilization

- massage shower system

- spraying nozzles

- 5mm of toughened glass

-

All of these shower cabins are made from environmental friendly materials such as ABS boards and satin chrome aluminum.   All of the shower cabinets will be shipped in cardboard boxes and wrapped in isolate material to ensure safe shipping.  

 

Our Supplier


Our supplier, Hangzhou Yongsheng Holdings Co., Ltd was founded in 1993, and manufactures various types of shower products including shower enclosures, assembled showers rooms, simple showers, computerized showers, steam showers and massage showers cabinets. There are many manufacturers of shower cabinets in China as its cheap labor and sufficient raw material make the Chinese shower cabinets market very competitive. We intend to market and distribute the shower cabinets in the North American market to developers, contractors, homebuilders, chain and retail stores and distributors of sanitary ware.



20 | Page




If Hangzhou Yongsheng Holdings Co., Ltd decreased, modified or terminated its association with us for any other reason, we would suffer an interruption in our business until we found a substitute for that supplier.  If we were unable to find a substitute for that supplier, our business would likely fail.  We cannot predict what the likelihood would be of finding an acceptable substitute supplier.


Sales Contract with our Supplier


We executed Sales Contract dated April 23, 2011 with Hangzhou Yongsheng Holdings Co., Ltd, a private Chinese manufacturer. According to the Contact, Hangzhou Yongsheng Holdings Co., Ltd has agreed to supply shower cabinets according to its current prices. The material terms of the Contract are the following:


1. The total sum of the Contract is: 300,000 US dollars (TOTAL THREE HUNDRED USD ONLY).

2. The Prices for the Goods sold under the present contract, are fixed in price-lists in US dollars, understood FOB SHANGHAI and are specified in Proforma Invoice and Commercial invoice accompanying each batch of the Goods. Packing, normal marks, loading, export customs charges are included into the price of the Goods.

3. Delivery of the Goods is carried out by separate batches, according to the Proforma Invoice. The Sellers undertakes to deliver each batch of the Goods under the present contract not later than 30 days since the moment of reception of an advance payment.

4. Currency of payment is US dollars. Payment of the Goods delivered under the present Contract, is carried out by the Buyers in US dollars, through bank transaction to the account of the Sellers, according to Proforma Invoice. The advance payment for the goods is 30 % and is transacted according to Proforma Invoice. The rest of the payment - 70 % for each batch of the Goods is carried out before loading the container.

5. The Goods should be shipped in the standard packing providing safety of the goods. The Seller bears the responsibility for the losses connected to damage of a cargo as a result of his wrong packing.

6. Acceptance of the goods by amount is made by transfer of the goods of the transport organization carrying out delivery of the goods for the Buyer. Acceptance of the goods on quality is made within 20 days from the moment of reception of the goods in a warehouse of the Buyer.

7. In case of delivery of the poor-quality goods within 45 days from shipping date or at time of opening the container the Seller undertakes to replace the poor-quality goods qualitative, thus the transport and other charges connected with replacement of the poor-quality goods are carried by the Seller.

8. If the Seller does not provide delivery of the Goods in time unreasonably, specified in the order, and does not notify properly on it the Buyer it (he) pays the penalty at a rate of 0.1 % from the sum of the Contract US dollars per every day of delay.

9. In case of infringement of term of payment for the Goods, the Buyer pays to the Seller the fine of 0.1 % from the sum of the Contract per every day of delay, but not more than 3 % of the sum of the Contract.

10. In case of impossibility of delivery of the goods during 40 days from the moment of realization of payment, the Seller undertakes to return an advance payment in the full size, in time, thus having paid to the Buyer 0.1 % from the sum of the Contract per every day of a delay, but not more than 3 % of the sum of the Contract.

11. The Buyers is responsible to cover expenses for insurance of the goods.


A copy of the Contract is filed as Exhibit 10.1 to this registration statement.


Sales and Marketing Strategy


We intend to enter into agreements with numerous contractors and homebuilders who can order custom sized shower enclosures and cabins for condominium buildings and individual homes. We also will offer our product to larger home restoration stores that have a high volume of customer traffic. Our competitive advantage is that we offer a high quality product, with various stylish designs, while maintaining reasonable prices.  Our supplier has a high-level of productivity, updated machinery and stringent quality control system, all of which should earn our product an image of high quality and reliability.




21 | Page



Initially, our director, Liang Wei Wang will market our products.  If we sell more than 50% of shares in this offering, we intend to hire one salesperson with good knowledge and connections in the sanitary ware distribution and construction industry to introduce our product. The salesperson’s job would be to find new potential purchasers, and to set up agreements with them to buy our shower cabinets. We intend to focus on direct marketing efforts whereby our representative will directly contact:


*   distributors that are responsible for marketing and selling sanitary ware to plumbing stores;

*   contractors and homebuilders;

*   bathroom suppliers and installers; and

*   retail outlets such as home restoration stores.


These distributors, stores, installers, contractors and homebuilders will be asked to sell our products to consumers.  We will provide them with a shower cabinet inventory at wholesale prices.  They will then sell them to consumers at retail prices, which are typically 25%-30% higher than wholesale prices.


Competition


There are few barriers of entry in the shower cabinet distribution business and level of competition is extremely high. There are many domestic and international distributors. We will be in direct competition with them. Many large distribution companies have greater financial capabilities than us and will be able to provide more favorable services to the potential customers. Many of these companies may have a greater, more established customer base than us. We will likely lose business to such companies. Also, many of these companies will be able to afford to offer greater rental price than us which may also cause us to lose business.


Insurance


We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.


Employees; Identification of Certain Significant Employees.


We have no employees other than our sole officer and director, Liang Wei Wang who currently devotes approximately twenty hours per week to company matters. We intend to hire employees on an as needed basis.


Offices


Our business office is located at 8 Jiang gang Qu, Ste 402, Hangzhou, China 310000. This is the office provided by our Sole Officer and Director, Liang Wei Wang.  Our telephone number is 011-86-13083976291.  We do not pay any rent to Mr. Wang and there is no agreement to pay any rent in the future. Upon the completion of our offering, we intend to establish an office elsewhere. As of the date of this prospectus, we have not sought or selected a new office sight.


Government Regulation


We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the construction and operation of any facility in any jurisdiction which we would conduct activities.

 

LEGAL PROCEEDINGS


We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.





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DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS


The names, ages and titles of our executive officers and directors are as follows:


Name and Address of Executive

   Officer and/or Director

 

Age

 

Position

 

 

 

 

 

Liang Wei Wang

8 Jiang gang Qu, Ste 402, Hangzhou, China 310000

 

54

 

President, Secretary, Treasurer and Director


Liang Wei Wang has acted as our President, Secretary, Treasurer and sole Director since our incorporation on August 4, 2010.  Liang Wei Wang has been self-employed; from 2000, Mr owned and operated the “Yinrui” food & grocery store. Mr. Wang currently devotes approximately twenty hours per week to manage the affairs of the Company.  During the past ten years, Mr. Wang has not been the subject of the following events:


1. Any bankruptcy petition filed by or against any business of which Mr. Wang was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.


2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.


     3.    An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Wang’s involvement in any type of business, securities or banking activities.

     4.    Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.


TERM OF OFFICE

 

Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues.  Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.

 

DIRECTOR INDEPENDENCE

 

Our board of directors is currently composed of one member, Liang Wei Wang, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market.  The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us.  In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules.  Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.


 SIGNIFICANT EMPLOYEES

 

We have no employees other than Liang Wei Wang, our sole officer and director, who currently devotes approximately twenty hours per week to company matters.  After receiving funding pursuant to our business plan Mr. Wang intends to devote as much time as the Board of Directors deems necessary to manage the affairs of the Company.


We conduct our business through agreements with consultants and arms-length third parties. Currently, we have no formal independent contractor or consulting agreements in place.



23 | Page




 

EXECUTIVE COMPENSATION

 

MANAGEMENT COMPENSATION


The following tables set forth certain information about compensation paid, earned or accrued for services by our sole officer from inception on August 4, 2010 until April 30, 2011:


Summary Compensation Table


Name and

Principal

Position

 

Year

 

Salary

($)

 

 

Bonus

($)

 

 

Stock

Awards

($)

 

 

Option

Awards

($)

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

 

Nonqualified

Deferred

Compensation

($)

 

 

All Other

Compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liang Wei Wang, President, Treasurer and Secretary

 

August 4, 2010 to April 30, 2011

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

There are no current employment agreements between the company and its officer.


Mr. Wang currently devotes approximately twenty hours per week to manage the affairs of the Company.  He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries.  At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.


There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.


Director Compensation


The following table sets forth director compensation as of April 30, 2011:


Name

 

Fees

Earned

or Paid

in Cash

($)

 

 

Stock

Awards

($)

 

 

Option

Awards

($)

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

 

Nonqualified

Deferred

Compensation

Earnings

($)

 

 

All Other

Compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liang Wei Wang

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Liang Wei Wang will not be paid for any underwriting services that he performs on our behalf with respect to this offering.  


On April 28, 2011, we issued a total of 2,500,000 shares of restricted common stock to Liang Wei Wang, our sole officer and director in consideration of $2,500.


Further, Mr. Wang has advanced funds to us. As of April 30, 2011, Mr. Wang advanced us $179. Mr. Wang will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Mr. Wang. Mr. Wang will be repaid from revenues of operations if and when we generate revenues to pay the obligation. There is no assurance that we will ever generate revenues from our operations. The obligation to Mr. Wang does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Wang or the repayment of the funds to Mr. Wang. The entire transaction was oral.



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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of April 30, 2011 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer.  Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.


Title of Class

Name and Address of

Beneficial Owner

Amount and Nature of 

Beneficial Ownership

Percentage

 

 

 

 

 

 

Common Stock

Liang Wei Wang

8 Jiang gang Qu, Ste 402, Hangzhou, China 310000

2,500,000 shares of common stock (direct)

 

100

%

 

(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.  In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.  As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 30, 2011.  As of April 30, 2011, there were 2,500,000 shares of our common stock issued and outstanding.



PLAN OF DISTRIBUTION

 

Advento, Inc. has 2,500,000 shares of common stock issued and outstanding as of the date of this prospectus.  The Company is registering an additional of 2,000,000 shares of its common stock for sale at the price of $0.05 per share. There is no arrangement to address the possible effect of the offering on the price of the stock.


In connection with the Company’s selling efforts in the offering, Liang Wei Wang will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Mr. Wang is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Wang will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Wang is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. Wang will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Mr. Wang will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).  


Advento, Inc. will receive all proceeds from the sale of the 2,000,000 shares being offered. The price per share is fixed at $0.05 for the duration of this offering.  Although our common stock is not listed on a public exchange or quoted over-the-counter, we intend to seek to have our shares of common stock quoted on the Over-the Counter Bulletin Board. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved.  However, we are offering the shares at a fixed price of $0.05 for the duration of the offering.



25 | Page




The Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.05 per share.


In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which Advento, Inc. has complied.


In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.


Advento, Inc. will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states) which we expect to be $8,000.

 

Offering Period and Expiration Date


This offering will start on the date that this registration statement is declared effective by the SEC and continue for a period of two hundred and forty (240). The offering shall terminate on the earlier of (i) the date when the sale of all 2,000,000 shares is completed, (ii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 2,000,000 shares registered under the Registration Statement of which this Prospectus is part. 


We will not accept any money until this registration statement is declared effective by the SEC.


Procedures for Subscribing


If you decide to subscribe for any shares in this offering, you must:


- execute and deliver a subscription agreement; and

- deliver a check or certified funds to us for acceptance or rejection.


All checks for subscriptions must be made payable to “Advento, Inc”. No subscription may be executed nor funds delivered prior to effectiveness of the registration statement.


Right to Reject Subscriptions


We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them. 


MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

No established public trading market exists for our common stock and the Company’s common stock has never been quoted on any market or exchange.  Except for this offering, there is no common stock that is being, or has been proposed to be, publicly offered. As of April 30, 2011, there were 2,500,000 shares of common stock outstanding, held by one shareholder of record.

 



26 | Page



DESCRIPTION OF SECURITIES

 

GENERAL

 

Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. As of April 30, 2011, there were 2,500,000 shares of our common stock issued and outstanding those were held by one registered stockholder of record and no shares of preferred stock issued and outstanding.

  

COMMON STOCK

 

The following is a summary of the material rights and restrictions associated with our common stock.

 

The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.

PREFERRED STOCK


We do not have an authorized class of preferred stock.

SHARE PURCHASE WARRANTS

We have not issued and do not have any outstanding warrants to purchase shares of our common stock.

OPTIONS

We have not issued and do not have any outstanding options to purchase shares of our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

ANTI-TAKEOVER LAW


Currently, we have no Nevada shareholders and since this offering will not be made in the State of Nevada, no shares will be sold to its residents. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do so. Accordingly, there are no anti-takeover provisions that have the affect of delaying or preventing a change in our control.


DIVIDEND POLICY

 

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

 



27 | Page



INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

Our Bylaws provide that we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by one of our director, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

 

LEGAL MATTERS

 

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in our company or any of its parents or subsidiaries. Nor was any such person connected with our company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.


INTERESTS OF NAMED EXPERTS AND COUNSEL

 

No expert or counsel named in this prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest exceeding $50,000, directly or indirectly, in the Company or any of its parents or subsidiaries.  Nor was any such person connected with Advento, Inc. or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

 

EXPERTS


The Loev Law Firm, PC, has rendered an opinion with respect to the validity of the shares of common stock covered by this prospectus.

 

RONALD R. CHADWICK, P.C. our independent registered public accounting firm, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. RONALD R. CHADWICK, P.C. has presented its report with respect to our audited financial statements.

 

AVAILABLE INFORMATION

 

We have not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to register the securities offered by this prospectus. For future information about us and the securities offered under this prospectus, you may refer to the registration statement and to the exhibits filed as a part of the registration statement. In addition, after the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements or other information we file at the SEC’s public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC.  Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.  Our SEC filings are also available to the public through the SEC Internet site at www.sec.gov.

 

 



28 | Page



CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

 

We have had no changes in or disagreements with our independent registered public accountant.

 

FINANCIAL STATEMENTS

     Our fiscal year end is April 30. We will provide audited financial statements to our stockholders on an annual basis; the statements will be prepared by us and audited by RONALD R. CHADWICK, P.C.

     Our financial statements from inception to April 30, 2011, immediately follow:







INDEX TO FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm

F-1

 

 

Financial Statements

F-2

 

 

Balance Sheet – April 30, 2011

F-2

 

 

Statement of Operations – August 4, 2010 (inception) through  April 30, 2011

F-3

 

 

Statement of Stockholders’ Equity (Deficit)  August 4, 2010 (inception)  through  April 30, 2011

F-4

 

 

Statement of Cash Flows –   August 4, 2010 (inception) through  April 30, 2011

F-5

 

 

Notes to Financial Statements

F-6







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RONALD R. CHADWICK, P.C.

Certified Public Accountant

2851 South Parker Road, Suite 720

Aurora, Colorado  80014

Telephone (303)306-1967

Fax (303)306-1944





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors

Advento, Inc.

Henderson, Nevada


I have audited the accompanying balance sheet of Advento, Inc. (a development stage company) as of April 30, 2011, and the related statements of operations, stockholders' equity and cash flows for the period from August 4, 2010 (inception) through April 30, 2011. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.


I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audit provides a reasonable basis for my opinion.


In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Advento, Inc. as of April 30, 2011, and the results of its operations and its cash flows for the period from August 4, 2010 (inception) through April 30, 2011 in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements the Company has suffered a loss from operations and has limited working capital that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


Aurora, Colorado


May 23, 2011

Ronald R. Chadwick, P.C.


RONALD R. CHADWICK, P.C.




F-1



30 | Page




ADVENTO, INC.

(A DEVELOPMENT STAGE COMPANY)

 

 

BALANCE SHEET

 

 

 

 

April 30, 2011

ASSETS

 

 

Current Assets

 

 

       Cash

 

$              2,495

Total Current Assets

 

2,495

TOTAL ASSETS

 

$              2,495

LIABILITIES

 

 

Loans from Shareholders

 

174

TOTAL LIABILITIES

 

174

STOCKHOLDER’S EQUITY

 

 

Common stock, par value $0.001; 75,000,000 shares authorized, 2,500,000 shares issued and outstanding

 

2,500

Deficit accumulated during the development stage

 

179

TOTAL STOCKHOLDER’S EQUITY

 

2,321


TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY

 

$       2,495


See accompanying notes to financial statements

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ADVENTO, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

 

 

 

 

FOR THE PERIOD FROM AUGUST 4, 2010  (INCEPTION) TO APRIL 30, 2011

 

 

 

REVENUES

 

$                                        0

 

 

 

EXPENSES

 

 

General & Administrative Expenses

 

179

TOTAL EXPENSES

 

179

NET LOSS FROM OPERATIONS

 

(179)

PROVISION FOR INCOME TAXES

 

0

NET LOSS

 

$                                (179)

NET LOSS PER SHARE: BASIC AND DILUTED

 

$                              (0.00)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

 

27,778


See accompanying notes to financial statements


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32 | Page




ADVENTO, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDER’S EQUITY

 FOR THE PERIOD FROM AUGUST 4, 2010 (INCEPTION) TO APRIL 30, 2011

 

Common Stock

Deficit Accumulated during the Development

Total Stockholder’s

 

Shares

Par Value

Stage

Deficit

 

 

 

 

 

Inception, August 4, 2010

-

$             -

$                  -

$                -

April 28, 2011

 

 

 

 

Shares sold at $0.001 per share

2,500,000

2,500

 

2,500

Net loss for the period ended April 30, 2011

-

-

(179)

(179)

 

 

 

 

 

Balance, April 30, 2011

2,500,000

$     2,500

$       (179)

$         (2,321)


See accompanying notes to financial statements

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33 | Page




ADVENTO, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

 

 

FOR THE PERIOD FROM AUGUST 4, 2010  (INCEPTION) TO APRIL 30, 2011

 

 

Cash Flows from (used in) Operating Activities

 

Net Income (Loss)

$                      (179)

Net Cash provided by (used in) Operating Activities

(179)

 

 

Cash Flows from (used in) Investing Activities

 

Net Cash provided by (used in) Investing Activities

0

 

 

Cash Flows from (used in) Financing Activities

 

Loans from Shareholders

174

Sale of Common Shares

2,500

Net Cash provided by (used in) Financing Activities

2,674

 

 

Increase (Decrease) in Cash and Cash Equivalents

2,495

Cash and Cash Equivalents at Beginning of Period

0

Cash and Cash Equivalents at End of Period

$                     2,495

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

Interest paid

$                            0

Income taxes paid

$                            0


See accompanying notes to financial statements

F-5



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ADVENTO, INC.

(A Development Stage Company)

Notes to Financial Statements

April 30, 2011


1. ORGANIZATION AND BUSINESS OPERATIONS

ADVENTO, INC. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on August 4, 2010.  We are a development stage company and intend to commence operations in the distribution of shower cabinets. The Company is in the development stage as defined under Accounting Codification Standard, Development Stage Entities (“ASC-915”). The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise.  For the period from inception on August 4, 2010 through April 30, 2011 the Company has accumulated losses of $179.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  

Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $179 as of April 30, 2011 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.  

Cash and Cash Equivalents

 The Company considers all highly liquid instruments with a maturity of  three months or less at the time of issuance to be cash equivalents.

Use of Estimates and Assumptions

The  preparation  of  financial  statements  in conformity with accounting principles generally  accepted  in  the  United States 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 the reported amounts of  revenues  and    expenses  during  the  reporting  period. Actual results  could differ from those estimates. In management’s opinion, all adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature.


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Foreign Currency Translation

The Company's functional currency and its reporting currency is the United  States dollar.

Financial Instruments

The  carrying value of the Company's  financial  instruments  approximates their fair value because of the short maturity of these instruments.

Stock-based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.


Income Taxes

 Income taxes are accounted for  under  the  assets  and liability method.  Deferred  tax  assets  and  liabilities are recognized for  the  estimated future tax consequences attributable  to differences between the financial  statement carrying amounts of existing  assets  and  liabilities and their respective  tax  bases and operating loss and tax credit  carry  forwards. Deferred tax assets  and  liabilities are measured using enacted tax rates  in effect for the year in which  those  temporary differences are expected to be recovered or settled.


 Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.


Fiscal Periods


The Company's fiscal year end is April 30.

Recent accounting pronouncements

We have reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and we do not believe any of these pronouncements will have a material impact on the company.

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36 | Page




Revenue Recognition

The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, Revenue recognition ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

 Advertising

The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $-0- in advertising costs during the period August 4, 2010 (inception) to April 30, 2011.

3. COMMON STOCK

The authorized capital  of  the Company is 75,000,000 common shares with a  par value of $ 0.001 per share.

On April 28, 2011, the Company issued  2,500,000  shares  of  common stock at a price of $0.001 per share for total cash proceeds of $2,500.


4. INCOME TAXES


Income taxes are accounted for  under  the  assets  and liability method.  Deferred  tax  assets  and  liabilities are recognized for  the  estimated future tax consequences attributable  to differences between the financial  statement carrying amounts of existing  assets  and  liabilities and their respective  tax  bases and operating loss and tax credit  carry  forwards. Deferred tax assets  and  liabilities are measured using enacted tax rates  in effect for the year in which  those  temporary differences are expected to be recovered or settled.

 As of April 30, 2011, the Company had net operating loss carry forwards of $179 that may be available to reduce future years’ taxable income through 2031. The deferred tax asset of approximately $36 created by the net operating loss has been offset by a 100% valuation allowance. The change in the valuation allowance in 2011 was $36.


5. RELATED PARTY TRANSACTIONS

On August 4, 2010 a Director had loaned the Company $174.  As of April 30, 2011 total  loan amount was $174. The loan is non-interest bearing, due upon demand and unsecured.

On April 28, 2011, the Company sold 2,500,000  shares  of  common stock at a price of $0.001 per share to its director.

6. SUBSEQUENT EVENTS


The Company has evaluated subsequent events from April 30, 2011 through the date whereupon the financial statements were issued and has determined that there are no items to disclose.


F-8



37 | Page






PROSPECTUS

 

2,000,000 SHARES OF COMMON STOCK


ADVENTO, INC.

_______________

 


Dealer Prospectus Delivery Obligation


Until _____________ ___, 20___, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.






38 | Page



PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

The estimated costs (assuming all shares are sold) of this offering are as follows:


SEC Registration Fee 

11.61

Auditor Fees and Expenses                                                                                                           

$

  3,500.00

Legal Fees and Expenses 

3,500.00 

Transfer Agent Fees 

1,000.00 

TOTAL 

8,011.61


(1) All amounts are estimates, other than the SEC’s registration fee.

 


ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS

 

Advento, Inc.’s Bylaws allow for the indemnification of the officer and/or director in regards each such person carrying out the duties of his or her office. The Board of Directors will make determination regarding the indemnification of the director, officer or employee as is proper under the circumstances if he has met the applicable standard of conduct set forth under the Nevada Revised Statutes.

 

As to indemnification for liabilities arising under the Securities Act of 1933, as amended, for a director, officer and/or person controlling Advento, Inc., we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable.

 


ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

 

Set forth below is information regarding the issuance and sales of securities without registration since inception.

 

On April 28, 2011, Advento, Inc. offered and sold 2,500,000 share of common stock to our sole officer and director, Liang Wei Wang, for a purchase price of $0.001 per share, for aggregate offering proceeds of $2,500.  Advento, Inc. made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) to the Securities Act of 1933, as amended (the “Securities Act”), on the basis that the securities were offered and sold in a non-public offering to a “sophisticated investor” who had access to registration-type information about the Company. No commission was paid in connection with the sale of any securities an no general solicitations were made to any person.



ITEM 16. EXHIBITS


Exhibit

Number

 

Description of Exhibit

3.1

 

Articles of Incorporation of the Registrant

3.2

 

Bylaws of the Registrant

5.1

 

Opinion re:  Legality and Consent of Counsel

10.1

 

   Sales Contact with Hangzhou Yongsheng Holdings Co., Ltd

23.1

 

Consent of Legal Counsel (contained in exhibit 5.1)

23.2

 

Consent of RONALD R. CHADWICK, P.C.

 

 

 

 



39 | Page



ITEM 17. UNDERTAKINGS

 

The undersigned Registrant hereby undertakes:


(a)(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:


(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:


(i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

 

 



40 | Page



SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Hangzhou, China, on May 27, 2011.

.


 

ADVENTO, INC.

 

 

 

 

 

 

 

By:

/s/

Liang Wei Wang

 

 

 

Name:

Liang Wei Wang

 

 

 

Title:

President, Treasurer and Secretary

 

 

 

(Principal Executive, Financial and Accounting Officer)

 


 

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/    Liang Wei Wang

 

 

 

 

Liang Wei Wang

 

President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer) 

 

May 27, 2011   




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EXHIBIT INDEX


Exhibit

Number

 

Description of Exhibit

3.1

 

Articles of Incorporation of the Registrant

3.2

 

Bylaws of the Registrant

5.1

 

Opinion re:  Legality and Consent of Counsel

10.1

 

   Sales Contact with Hangzhou Yongsheng Holdings Co., Ltd

23.1

 

Consent of Legal Counsel (contained in exhibit 5.1)

23.2

 

Consent of RONALD R. CHADWICK, P.C.

 

 

 



















42 | Page




EXHBIT 3.1

[artofincorp002.gif]





CORPORATE CHARTER


I, ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that ADVENTO, INC., did on August 4, 2010, file in this office the original Articles of Incorporation; that said Articles of Incorporation are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada.



IN WITNESS WHEREOF, I have hereunto set my

hand and affixed the Great Seal of State, at my

office on August 5, 2010.


ROSS MILLER

Secretary of State



Certified By: Nita Hibshman

Certificate Number: C20100805-0133

You may verify this certificate

online at http://www.nvsos.gov/




Exhibit 3.2


BYLAWS


of


ADVENTO, INC.


(the "Corporation")



ARTICLE I:  MEETINGS OF SHAREHOLDERS


Section 1 - Annual Meetings


The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.


Section 2 - Special Meetings


Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.


Section 3 - Place of Meetings


Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix.


Section 4 - Notice of Meetings


A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting.  Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.


Section 5 - Action Without a Meeting


Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required.  Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation.



1






Section 6 - Quorum


a) No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.


b) Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation.


c) If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting.


Section 7 - Voting


Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.


Section 8 - Motions


No motion proposed at an annual or special meeting need be seconded.


Section 9 - Equality of Votes


In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxyholder.


Section 10 - Dispute as to Entitlement to Vote


In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.


Section 11 - Proxy


a) Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy.  A form of proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney.  A proxyholder need not be a shareholder of the Corporation.


b) A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting.  In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.



2






ARTICLE II:  BOARD OF DIRECTORS


Section 1 - Number, Term, Election and Qualifications


a) The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors.  The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.


b) The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors.  Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal.  Any Director may resign at any time upon written notice of such resignation to the Corporation.


c) A casual vacancy occurring in the Board may be filled by the remaining Directors.


d) Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected.  A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting.  So long as he or she is an additional Director, the number of Directors will be increased accordingly.


e) A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.


Section 2 - Duties, Powers and Remuneration


a) The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws.


b) The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.


Section 3 - Meetings of Directors


a) The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting.



3






b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit.  Questions arising at a meeting must be decided by a majority of votes.  In case of an equality of votes the chairman does not have a second or casting vote.  Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine.


c) A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation.  A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed.  Such Director will be counted in the quorum and entitled to speak and vote at the meeting.


d) A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages.  It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.


e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter.  After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director.  All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.


f) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director.


g) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose.


h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director.



4






i) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held.  A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing.  A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.


j) All Directors of the Corporation shall have equal voting power.


Section 4 - Removal


One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.


Section 5 - Committees


a) The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution.  Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.


b) Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require.  The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.


ARTICLE III:  OFFICERS


Section 1 - Number, Qualification, Election and Term of Office


a) The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws.  The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable.  Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.


b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.


c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.



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Section 2 - Resignation


Any officer may resign at any time by giving written notice of such resignation to the Corporation.


Section 3 - Removal


Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.


Section 4 - Remuneration


The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.


Section 5 - Conflict of Interest


Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and abstain from voting with respect to any resolution in which the officer has a personal interest.


ARTICLE IV:  SHARES OF STOCK


Section 1 - Certificate of Stock


a) The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.


b) Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation.  Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures.  If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities.  If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.


c) If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.



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d) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.


e) If a share certificate:


(i) is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;


(ii) is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or


(iii) represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.


Section 2 - Transfers of Shares


a) Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney;  and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.


b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.


Section 3 - Record Date


a) The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw.



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b) Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination.


Section 4 - Fractional Shares


Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion.  At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine.  The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation.  In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders.  Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares.


ARTICLE V:  DIVIDENDS


a) Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.


b) Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:


(i) a majority of the current shareholders of the class or series to be issued approve the issue; or

(ii) there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend.




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ARTICLE VI:  BORROWING POWERS


a) The Directors may from time to time on behalf of the Corporation:


(i) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,



(ii) issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and


(iii) mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).


b) A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.


ARTICLE VII:  FISCAL YEAR


The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.


ARTICLE VIII:  CORPORATE SEAL


The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors.  The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.


ARTICLE IX:  AMENDMENTS


Section 1 - By Shareholders


All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.


Section 2 - By Directors


The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.




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ARTICLE X:  DISCLOSURE OF INTEREST OF DIRECTORS        


a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.


b) A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken.  The foregoing prohibitions do not apply to:


(i) a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;


(ii) a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer;


(iii) a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;


(iv) determining the remuneration of the Directors;


(v) purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or


(vi) the indemnification of a Director by the Corporation.


c) A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine.  No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof.


d) A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director.


e) A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.




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ARTICLE XI:  ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT


The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada.  Such list shall be certified by an officer of the Corporation.


ARTICLE XII:  INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS


a) The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation.  Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.


b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation.  In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.


c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.



CERTIFIED TO BE THE BYLAWS OF:



ADVENTO, INC.

per:



/S/ Liang Wei Wang

Liang Wei Wang, Secretary



11




Exhibit 5.1



The Loev Law Firm, PC

6300 West Loop South, Suite 280

Bellaire, Texas 77401

Telephone (713) 524-4110

Facsimile (713) 524-4122

 

May 26, 2011


Board of Directors

Advento, Inc.

Hangzhou, China


Re:       

Form S-1 Registration Statement

  

File No. _________________


You have requested that we furnish you our legal opinion with respect to the legality of the following described securities of Advento, Inc., a Nevada corporation (the "Company") covered by a Form S-1 Registration Statement (the "Registration Statement"), filed with the Securities and Exchange Commission on or around the date hereof, which relates to the registration of 2,000,000 shares of common stock, $0.001 par value per share (the "Shares") to be offered by the Company. All such Shares are being sold directly by the Company in accordance with the terms of the Registration Statement and Prospectus included thereunder (including but not limited to the “Plan of Distribution” set forth therein).  As to certain matters that were not readily ascertainable, we have relied upon the representations, warranties, and statements of fact of the Company contained in the Registration Statement and Prospectus, including any documents referenced therein, and we have not sought to independently verify such matters.


In connection with this opinion, we have examined the corporate records of the Company, including the Company's Articles of Incorporation, and Bylaws, the Registration Statement (although we provide no opinion regarding the adequacy and accuracy of such Registration Statement and/or the disclosures therein), and such other documents and records as we deemed relevant in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons who have signed such documents, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such documents.


Based upon and subject to the foregoing matters discussed below, after having given due regard to such issues of law as we deemed relevant, and assuming that (i) the Registration Statement is declared effective and remains effective, and the Prospectus which is part thereof, and the Prospectus delivery requirements with respect thereto, are complied with and the Company fulfills all of the requirements of the Securities Act of 1933, as amended (the “Act”), throughout all of the periods relevant to this opinion (including the requirements of Section 10(a)(3) of the Act); (ii) all offers and sales of the Shares are made in a manner complying with the terms of the Registration Statement and the Act; and (iii) all offers and sales of the Shares are made in compliance with the securities laws of the states having jurisdiction thereto, we are of the opinion that the Shares, when offered, issued and paid for as described in the Registration Statement and Prospectus, will be validly issued, fully paid and non-assessable. This opinion is expressly limited in scope to the Shares enumerated herein which are to be expressly covered by the referenced Registration Statement.

 

We have also assumed that at the time of issuance and sale, the Company will receive the full amount of the consideration for which the Board authorized the issuance of the Shares; the Company will issue a share certificate or certificates to each purchaser of the Shares certifying the number of Shares held by such purchaser, or such Shares will be registered by book entry registration in the name of such purchaser, if uncertificated; and that the Company has complied, and will comply, with all securities laws and regulations and “blue sky” laws applicable to the issuance of the Shares.

 

   We express no opinion as to the laws of any state or jurisdiction other than the laws governing corporations of the State of Nevada (including applicable provisions of the Nevada Constitution and reported judicial decisions interpreting such Law and such Constitution) and the federal laws of the United States of America. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.  

 

Although we have acted as special counsel to the Company in connection with this opinion letter and certain other matters, our engagement is limited and there may exist matters of a legal nature about which we have not been consulted.  Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters other than those described above, relating to the Company, the Shares or the Registration Statement.


This opinion is being delivered and is intended for use solely in regard to the transactions contemplated by the Registration Statement.  We assume no duty to communicate to you with respect to any matter which comes to our attention after the effective date of the Registration Statement or any changes in law that may thereafter occur.


We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and further consent to statements made therein regarding our firm and use of our name under the heading "Legal Matters" in the Prospectus constituting a part of such Registration Statement.


  

Sincerely,

  

  

  

 

  

The Loev Law Firm, PC





EXHIBIT 10.1



SALES CONTRACT


No. 20110423              On   April 23, 2011


Company  HANGZHOU YONGSHENG HOLDING CO., LTD, hereinafter referred to as the "Sellers", on the one part, and ADVENTO, INC., hereinafter referred to as the "Buyers" on the other part, have concluded the present Contract for the following:


The Buyers:

ADVENTO, INC.

ADDRESS: 8 JIANG GANG QU, STE 402 HANGHZHOU, CHINA 310000

TEL : 011-86-13083976291   EMAIL: adventoinc@gmail.com

The Sellers:

HANGZHOU YONGSHENG HOLDING CO., LTD

ADDRESS: 22F, GREEN CITY PLAZA, 819 SHIXIN ROAD (M), XIAOSHAN, HANGZHOU, ZHEJIANG, CHINA   POST CODE: 311200      

Tel: 0086-571-81950565

Fax: 0086-571-81950565


Both the above-mentioned parties agreed with the following conditions:


1. THE SUBJECT OF THE CONTRACT

"Sellers" sells and "Buyers" buys SHOWER CABINETS AND SHOWER SCREENS, in quantity and assortment according to Proforma Invoice which are made out on each batch of the Goods separately, are assured by signatures and seals of the Parties, and are an integral part of the Contract.

The goods under the given Contract will be delivered to Shanghai, China on FOB SHANGHAI terms (Incoterms 2010).


2. THE PRICE AND THE TOTAL SUM OF THE CONTRACT

2.1. The total sum of the Contract is: 300,000 US dollars (TOTAL THREE HUNDRED THOUSAND USD ONLY).

2.2. The Prices for the Goods sold under the present contract, are fixed in price-lists in US dollars, understood FOB SHANGHAI and are specified in Proforma Invoice and Commercial invoice accompanying each batch of the Goods. Packing, normal marks, loading, export customs charges are included into the price of the Goods.

Currency of the Contract - US dollars.


3. DELIVERY TERMS

3.1 Delivery of the Goods is carried out by separate batches, according to the Proforma Invoice. The Sellers undertakes to deliver each batch of the Goods under the present contract not later than 30 days since the moment of reception of an advance payment.

3.2. Within 24 hours after shipment of Goods the Sellers undertakes to inform the Buyers by fax/EMAIL: adventoinc@gmail.com about date of shipment. The date of delivery and date of passing the property right is considered to be the date of loads goods on board.



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4. PAYMENT TERMS

Currency of payment is US dollars. Payment of the Goods delivered under the present Contract, is carried out by the Buyers in US dollars, through bank transaction to the account of the Sellers, according to Proforma Invoice. The advance payment for the goods is 30 % and is transacted according to Proforma Invoice. The rest of the payment - 70 % for each batch of the Goods is carried out before loading the container. Originals of documents are sent to the Buyers after accepting 100% of payment for the Goods within 5 days by special express-mail (TNT International), the Seller bears the charges.


5. PACKING, QUALITY OF THE GOODS AND THE GUARANTEE OF THE SELLER

5.1. The Goods should be shipped in the standard packing providing safety of the goods. The Seller bears the responsibility for the losses connected to damage of a cargo as a result of his wrong packing.

5.2. Acceptance of the goods by amount is made by transfer of the goods of the transport organization carrying out delivery of the goods for the Buyer. Acceptance of the goods on quality is made within 20 days from the moment of reception of the goods in a warehouse of the Buyer.

5.3. In case of delivery of the poor-quality goods within 45 days from shipping date or at time of opening the container the Seller undertakes to replace the poor-quality goods qualitative, thus the transport and other charges connected with replacement of the poor-quality goods are carried by the Seller.

5.4. The Seller guarantees, that the quantity of the put Goods will correspond to the quantity specified in the Contract. The Seller guarantees, that the quality of the goods will be as the samples, which was transferred by the Seller to the Buyer.


6. THE PENALTY SANCTIONS

6.1. If the Seller does not provide delivery of the Goods in time unreasonably, specified in the order, and does not notify properly on it the Buyer it (he) pays the penalty at a rate of 0.1 % from the sum of the Contract US dollars per every day of delay.

6.2. In case of incomplete delivery of the Goods. The Seller is obliged to provide delivery the Goods in the terms coordinated by the parties (sides) or to compensate shortage in money’s worth.

6.3. In case of infringement of term of payment for the Goods, the Buyer pays to the Seller the fine of 0.1 % from the sum of the Contract per every day of delay, but not more than 3 % of the sum of the Contract.

6.4. In case of impossibility of delivery of the goods during 40 days from the moment of realization of payment, the Seller undertakes to return an advance payment in the full size, in time, thus having paid to the Buyer 0.1 % from the sum of the Contract per every day of a delay, but not more than 3 % of the sum of the Contract.


7. DOCUMENTS REQUIRED

1. Sales contract (original);

2. Bill of lading (Sea bills)

3. Packing list ;

4. Commercial Invoice.




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8. FORCE-MAJEUR

The Parties are released from responsibility for partial or complete non-fulfillment of their liabilities under the present Contract, if this non-fulfillment was caused by the circumstances of Force-majeur, namely: fire, flood, earthquake, provided the circumstances have directly affected the execution of the present Contract. In this case the time of fulfillment of the Contract obligations is extended for the period equal to that during which such circumstance last. The Party, for which it became impossible to meet obligations under the Contract, is to notify in written form the other Party of the beginning and cessation of the above circumstances immediately, but in any case not later than ten days of the moment of their beginning. The notification of Force Majeure circumstances not made within 15 days deprives the corresponding Party of the right to refer to such circumstances in future.

The written evidence issued by the respective Chambers of Commerce will be a sufficient proof of the existence and duration of the above Indicated circumstances.

If these circumstances last longer than six months, then each Party will be entitled to cancel the whole Contract or any part of it and in this case neither Party shall have the right to demand any compensation of eventual losses from the other Party. The Sellers undertake in this case immediately to return all the goods paid lately under the present Contract.


9. ARBITRATION

9.1. All disputes and the disagreements, able to arise from the present contract or in connection with it will be whenever possible to be solved by negotiations (peace talks) between the Parties.

9.2. In case the Parties will not come to the agreement business is subject to the China International Economic and Trade Arbitration Commission (Beijing) according to the related international law. The decision of arbitration Court is final and obligatory for both Parties.


10. OTHER TERMS

The contract comes into legal force since the date of its signing and operates till December 31, 2012. The contract can be changed, terminated only under the mutual agreement of the parties. The Сontract can be prolonged till one year, according to the mutual agreement of the sides. Any of the parties has no right to transfer the third party of the right and the obligation under the present contract without the written approval of other Party. All additions and changes for the present contract, signed by the parties are his integral part. The contract or additions to the contract, transferred on channels of facsimile communication, have validity.


11. INSURANCE

The Buyers is responsible to cover expenses for insurance of the goods.


12. LEGAL ADDRESSES of the PARTIES


The Buyer:

ADVENTO, INC.

ADDRESS: 8 JIANG GANG QU, STE 402 HANGHZHOU, CHINA 310000

TEL : 011-86-13083976291   EMAIL: adventoinc@gmail.com






THE BUYERS

/S/ Liang Wei Wang

Liang Wei Wang, President




The Seller

HANGZHOU YONGSHENG HOLDING CO., LTD

Address: 22F, GREEN CITY PLAZA, 819 SHIXIN ROAD (M), XIAOSHAN, HANGZHOU, ZHEJIANG, CHINA   POST CODE: 311200

Tel: 0086-571-81950565

Fax: 0086-571-81950565





THE SELLERS

/S/Kun Huang

Kun Huang, President






3





Exhibit 23.2



Ronald R. Chadwick, P.C.

Certified Public Accountant

2851 South Parker Road

Suite 720

Aurora, Colorado  80014

Phone (303)306-1967

Fax (303)306-1944





CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



I consent to the use in the Registration Statement of Advento, Inc. on Form S-1 of my Report of Independent Registered Public Accounting Firm, dated May 23, 2011 on the balance sheet of Advento, Inc. as at April 30, 2011, and the related statements of operations, stockholders' equity, and cash flows for the period from August 4, 2010 (date of inception) through April 30, 2011.

 

In addition, I consent to the reference to me under the heading “Experts” in the Registration Statement.



Aurora, Colorado


May 27, 2011

RONALD R. CHADWICK, P.C.


Ronald R. Chadwick, P.C.