SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(Mark One)
| [ X ] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the fiscal year ended December 31, 2007
OR
| [ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
| For the transition period from _________ to _________ |
Commission file number 000-52407
ENVIROSAFE CORPORATION
(Name of Small Business Issuer in Its Charter)
DELAWARE 0; 94-3251254
(State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.)
8/F, Tower B, National Software Industry Zone,
Gao Tang Xin Jian Zone, Tian He District
Guangzhou, P.R.China 510663
(Address of principal executive offices)
(8620) 6108-8998 - Tel
(8620) 6108-8999 - Fax
(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.0001 per share
Preferred Stock, par value $.0001 per share
(Title of Class)
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes [X] No [ ]
Check whether the issuer: (1) filed all reports required to be filed by Sections 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]
Issuer’s revenues for its most recent fiscal year were $-0-.
The aggregate market value of the issuer’s Common Stock held by non-affiliates (1,509,122 shares) was approximately $354,644, based on the average closing bid and ask price for the Common Stock on April 11, 2008.
As of April 11, 2008, there were outstanding 2,141,375 shares of the issuer’s Common Stock, par value $.0001.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
Copies to:
Jared P. Febbroriello, Esq. LL.M. - Principal
JPF Securities Law, LLC
19720 Jetton Road, 3rd Floor
Cornelius, NC 28031
Phone: (704) 897-8334
Fax: (888) 608-5705
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
The discussion contained in this 10-KSB under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) contains forward-looking statements that involve risks and uncertainties. The issuer’s actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “the Company believes,” “management believes” and similar language, including those set forth in the discussion under “Description of Business,” including the “Risk Factors” described in that section, and “Management’s Discussion and Analysis or Plan of Operation” as well as those discussed elsewhere in this Form 10-KSB. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-KSB that are not historical facts are forward-looking statements that are subject to the “safe harbor” created by the Private Securities Litigation Reform Act of 1995.
Part I
Item 60; Page
1. Description of Business ........................................................................................................................................................................4 2. Description of Property ........................................................................................................................................................................4 3. Legal Proceedings ...............................................................................................................................................................................4
Part II
7. Financial Statements ............................................................................................................................................................................6 8A. Controls and Procedures........................................................................................................................................................................14 8B. Other Information .................................................................................................................................................................................14
Part III
10. Executive Compensation .......................................................................................................................................................................15 13. Exhibits and Reports on Form 8-K.......................................................................................................................................................... 15 14. Principal Accountant Fees and Services.................................................................................................................................................. 15
Other
Index to Exhibits................................................................................................................................................................................... 16 Signature Page......................................................................................................................................................................................17
History
We were incorporated in the state of Delaware in 1996. We were formed to produce a comprehensive suite of disinfecting, cleaning, and bioremediation products for the consumer, commercial, institutional and municipal markets. We were not successful in developing this business model and had very limited revenues.
In 2007, former management resigned and was replaced by a new board and new officers and directors. Recognizing the need to increase shareholder value, the new Board was determined that the only way to enhance shareholder value was to seek potential business opportunities and effect a business combination with a target business with significant growth potential which, in the opinion of our management, could provide a profit to both the Company and our shareholders.
As of March 4, 2008, we executed a Plan of Exchange (the "Agreement"), between and among us, ADDE EDUCATION HLDS LTD., a corporation organized and existing under the laws of Hong Kong Special Administrative Region of People’s Republic of China ("ADDE"), the shareholders of ADDE (the "ADDE Shareholders") and our majority shareholder (the "EVSF Shareholders").
Pursuant to the terms of the Agreement, the transaction will not immediately close but shall be conditioned upon: (1) EVSF shall eliminate all know or potential liabilities of EVSF as of the closing date. This shall include, but is not limited to, any accounts payable, accrued expenses, as well as any liabilities shown on its annual report for the fiscal year of 2007 in FORM 10-KSB filed with the Securities and Exchange Commission prior to the closing; (2) EVSF and EVSF shareholders shall pledge that any expenses concerning any known or unknown lawsuits, legal disputes or any correlation expenses caused by original EVSF Corporation and their shareholders, EVSF shall undertake full responsibility and afford the correlation expenses after the closing. A comfort letter referencing EVSF prepared by a third party law firm confirming that to the best of their knowledge after reasonable due diligence, EVSF has no pending or threatened litigation; (3) a deposit of 632,253 shares of common stock of EVSF into the escrow account of Greentree Financial Group, Inc. ("Escrow Agent") in exchange for the cash payment of $260,000 and $260,000 promissory note made by ADDE Shareholders to Guoqiang Zhan ("Mr. Zhan"), the new president of EVSF, which shall also be simultaneously deposited into the escrow account of escrow agent, (4) the issuance of 20,000,000 new shares of common stock and 1,350,000 new shares of preferred stock of EVSF to the ADDE shareholders, which should take no longer than 60 days, (5) the resignation of Mr. Zhan from the board of directors and as officer of EVSF and appointment of his successor(s) as designated by ADDE and/or the ADDE Shareholders, (6) a pledge of 10,000,000 shares of EVSF common stock to be used as collateral on the above mentioned promissory note, (7) a fully executed guarantee of the promissory note from EVSF in favor of Mr. Zhan. Upon completion of the exchange, ADDE will be our 100% owned subsidiary.
Upon the delivery of 20,632,253 shares of common stock (including 632,253 common shares from the EVSF Shareholders), and 1,350,000 new shares of our preferred stock, to ADDE Shareholders, ADDE Shareholders will hold a 'controlling interest' in us representing approximately 93.2% of the then issued and outstanding our common shares. Furthermore, the designees of ADDE will be appointed to the Board of Directors after the closing. Subsequent to the appointment of ADDE designees, our current management will resign from the Board of Directors.
We have agreed to use our best efforts to insure the escrow conditions under the escrow agreement will be satisfied as promptly as practicable so that the closing conditions under the agreement will occur. We expect that the closing will occur in the second quarter of 2008. An additional current report on Form 8-K will be filed after the closing.
If we are successful with the closing of this transaction, we will provide the detailed business description and audited financials of the acquired company within the time periods proscribed by the federal securities laws.
Going Concern Issues
As shown in our financial statements, we suffered recurring losses from operations to date. We experienced a loss of ($233,606) for 2007, a net stockholders’ deficit of $10,000 and a net working capital deficit of ($10,000) at December 31, 2007. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern will depend on many factors. Pending the successful closing of the above transaction, of which there can be no assurance, there will be a continuing need to raise additional equity capital in order to improve liquidity and develop operations.
The Company currently does not own or lease any property.
None
No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.
Market for Common Stock
Our Common Stock is quoted on the Over the Counter Bulletin Board quotation service, a service maintained by The NASDAQ Stock Market, Inc., under the symbol “EVSF.OB”. Trading in our common stock has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. Further, these quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission, and do not necessarily reflect actual transactions. Set forth below is the range high and low bid information for our common stock for each quarter of the years ended December 31, 2007 and 2006.
| | | High | | | Low | |
| 2007 | | | | | | |
| Quarter Ended March 31, 2007 | | $ | 0.01 | | | $ | 0.05 | |
| Quarter Ended June 30, 2007 | | $ | 0.20 | | | $ | 0.45 | |
| Quarter Ended September 30, 2007 | | $ | 0.10 | | | $ | 0.25 | |
| Quarter Ended December 31, 2007 | | $ | 0.10 | | | $ | 0.20 | |
| | | High | | | Low | |
| 2006 | | | | | | | | |
| Quarter Ended March 31, 2006 | | $ | 0.06 | | | $ | 0.01 | |
| Quarter Ended June 30, 2006 | | $ | 0.11 | | | $ | 0.02 | |
| Quarter Ended September 30, 2006 | | $ | 0.04 | | | $ | 0.01 | |
| Quarter Ended December 31, 2006 | | $ | 0.02 | | | $ | 0.004 | |
On April 11, 2008, the closing price of our Common Stock was $.21 per share.
As of April 11, 2008, there were approximately 125 stockholders of record of our common stock. Our registrar and transfer agent is Guardian Registrar & Transfer Agency, Inc., located at 7951 S.W. 6th Street, Suite #216, Plantation, Florida, 33324. Their telephone number is (954) 915-0105, and their facsimile number is (954) 449-0582.
Limited Market for Common Stock
There is currently a limited trading market for our shares of Common Stock, and there can be no assurance that a more substantial market will ever develop or be maintained. Any market price for our shares of Common Stock is likely to be very volatile, and numerous factors beyond our control may have a significant adverse effect. In addition, the stock markets generally have experienced, and continue to experience, extreme price and volume fluctuations which have affected the market price of many small capital companies and which have often been unrelated to the operating performance of these companies. These broad market fluctuations, as well as general economic and political conditions, may also adversely affect the market price of our Common Stock. Further, there is no correlation between the present limited market price of our Common Stock and our revenues, book value, assets or other established criteria of value. The present limited quotations of our Common Stock should not be considered indicative of the actual value of the Company or our Common Stock.
Dividends
We have not paid any cash dividends to date and does not anticipate or contemplate paying cash dividends in the foreseeable future until earnings would generate funds in excess of those required to provide for our growth needs. We currently intend to retain any future earnings to fund the development and growth of our business.
Recent Sales of Unregistered Securities
On June 20, 2007, the Company issued 500,000 restricted shares of common stock to Bryan Kuskie for the services rendered. The fair value of this restricted stock issuance was determined using the fair value of the Company’s common stock on the grant date, at a price of $0.30 per share. The Company calculated a stock-based compensation cost of $150,000 and recognized in full for the second quarter of 2007.
During the fourth quarter of 2007, we issued 500,000 shares of common stock to Greentree Financial Group, Inc. for services rendered in connection with the assistance and preparation of documents filed with the Securities and Exchange Commission and other contracts.
Introduction and Plan of Operation
We are a shell company with no assets and nominal operations as our former business was unsuccessful.
Year Ended December 31, 2007 Compared to Year Ended December 31, 2006
We tried to pursue marketing relations for our products. These relationships were not established, and no revenues were recorded. We are forced to seek the sale of our securities to generate funds to carry on our operations. Sales were $-0- in 2007 and $-0- in 2006. Losses decreased from $765,161 in 2006 to $233,606 in 2007. Such decrease was due primarily to an decrease in professional fees from $717,048 in 2006 to $207,000 in 2007, each resulting from the private financings and for professional services received.
Liquidity
Capital raises through the sale of shares support our existence. Our working capital deficit has decreased from ($108,456) at December 31, 2006 to ($10,000) at December 31, 2007, and stockholders’ equity improved from a deficit of ($104,331) to ($10,000) for the same periods. The primary reason for the improvement in 2007 was due to fewer shares issued for services in 2007.
CONTENTS
INDEPENDENT AUDITOR’S REPORT………………………………………….…7
BALANCE SHEET……………………………………………………………….……8
STATEMENTS OF OPERATIONS…………………………………………………..9
STATEMENTS OF CASH FLOWS………………………………………………..…10
STATEMENT OF STOCKHOLDERS’ DEFICIT…………………………………....11
NOTES TO FINANCIAL STATEMENTS…………………………………………...12-13
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Envirosafe Corporation
I have audited the accompanying balance sheet of Envirosafe Corporation as of December 31, 2007, and the related statements of operations, stockholders’ deficit and comprehensive income, and cash flows for the years ended December 31, 2007 and 2006. 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 audits.
I conducted my audits 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 audits provide 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 Envirosafe Corporation as of December 31, 2007, and the results of its operations and its cash flows for the years ended December 31, 2007 and 2006 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses and has yet to generate an internal cash flow that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note D. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Traci J. Anderson, CPA
Traci J. Anderson, CPA
Huntersville, NC
April 10, 2008
| ENVIROSAFE CORPORATION |
| BALANCE SHEET |
| DECEMBER 31, 2007 |
| | |
| | | | |
| Assets | | | |
| Current assets: | | | |
| Cash and cash equivalents | | $ | — | |
| Total current assets | | | — | |
| | | | | |
| Total assets | | $ | — | |
| Liabilities and Shareholders’ Deficit | | | | |
| Current liabilities: | | | | |
| Accounts payable and accrued expenses | | $ | 10,000 | |
| Total current liabilities | | | 10,000 | |
| Commitments and contingencies (note 8) | | | | |
| Shareholders’ deficit: | | | | |
| Common stock, $0.0001 par. Authorized 500,000,000 shares; | | | | |
| issued and outstanding 2,141,375 shares at December 31, 2007 | | | 214 | |
| Preferred stock, $0.0001 par. Authorized 10,000,000 shares; | | | | |
| no shares issued and outstanding at December 31, 2007 | | | — | |
| Additional paid in capital | | | 2,312,230 | |
| Retained deficit | | | (2,322,444 | ) |
| Total shareholders' deficit | | | (10,000 | ) |
| Total liabilities and shareholders’ deficit | | $ | 0 | |
| | | | | |
| | | | | |
| | | | | |
| See accompanying notes to financial statements. |
| ENVIROSAFE CORPORATION |
| STATEMENTS OF OPERATIONS |
| FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006 |
| | | | | | | |
| | | For the Years | |
| | | Ended December 31, | |
| | | 2007 | | | 2006 | |
| REVENUES | | | | | | |
| Sales | | $ | - | | | $ | - | |
| Cost of sales | | | - | | | | - | |
| GROSS PROFIT | | | - | | | | - | |
| | | | | | | | | |
| OPERATING EXPENSES | | | | | | | | |
| General and administrative expenses | | | 62 | | | | 46,727 | |
| Professional fees | | | 233,544 | | | | 717,048 | |
| TOTAL OPERATING EXPENSES | | | 233,606 | | | | 763,775 | |
| | | | | | | | | |
| OPERATING (LOSS) | | | (233,606 | ) | | | (763,775 | ) |
| | | | | | | | | |
| OTHER INCOME (EXPENSE) | | | | | | | | |
| Interest expense | | | - | | | | (1,386 | ) |
| | | | | | | | | |
| NET (LOSS) BEFORE TAXES | | | (233,606 | ) | | | (765,161 | ) |
| | | | | | | | | |
| NET (LOSS) | | $ | (233,606 | ) | | $ | (765,161 | ) |
| | | | | | | | | |
| NET LOSS PER COMMON SHARE | | | | | | | | |
| Basic and fully diluted | | $ | (0.16 | ) | | $ | (0.77 | ) |
| | | | | | | | | |
| | | | | | | | | |
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | | | 1,462,953 | | | | 997,917 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| The accompanying notes are an integral part of these financial statements. |
ENVIROSAVE CORPORATION CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY | |
| FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | Additional | | | | |
| | | Common Stock | | | Paid-in | | | Retained | |
| | | Shares | | | Amount | | | Capital | | | Deficit | |
| | | | | | | | | | | | | |
| Balances, December 31, 2005 | | | 99,958 | | | $ | 10 | | | $ | 693,121 | | | $ | (1,323,677 | ) |
| | | | | | | | | | | | | | | | | |
| Issuance of common stock for services | | | 354,000 | | | | 35 | | | | 1,156,341 | | | | - | |
| | | | | | | | | | | | | | | | | |
| Issuance of common stock for cash | | | 45,000 | | | | 5 | | | | 134,995 | | | | - | |
| | | | | | | | | | | | | | | | | |
| Issuance of common stock for stock split | | | 498,958 | | | | 50 | | | | (29,887 | ) | | | - | |
| | | | | | | | | | | | | | | | | |
| Net loss for the year ended December 31, 2006 | | | - | | | | - | | | | - | | | | (765,161 | ) |
| | | | | | | | | | | | | | | | | |
| Balances, December 31, 2006 | | | 997,917 | | | $ | 100 | | | $ | 1,954,570 | | | $ | (2,088,838 | ) |
| | | | | | | | | | | | | | | | | |
| Issuance of common stock for services | | | 1,143,458 | | | | 114 | | | | 357,660 | | | | - | |
| | | | | | | | | | | | | | | | | |
| Net loss for the year ended December 31, 2007 | | | - | | | | - | | | | - | | | | (233,606 | ) |
| | | | | | | | | | | | | | | | | |
| Balances, December 31, 2007 | | | 2,141,375 | | | $ | 214 | | | $ | 2,312,230 | | | $ | (2,322,444 | ) |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| * Common stock amount and shares have been retroactively restated herein for the 300 for one reverse split in 2007. |
| |
| The accompanying notes are an integral part of these consolidated financial statements |
| ENVIROSAFE CORPORATION |
| STATEMENTS OF CASH FLOWS |
| FOR THE YEARS ENDING DECEMBER 31, 2007 AND 2006 |
| | | | | | | |
| | | 2007 | | | 2006 | |
| Cash flows from operating activities: | | | | | | |
| Net (loss) | | $ | (233,606 | ) | | $ | (765,161 | ) |
| Adjustments to reconcile net loss to net cash (used in) | | | | | | | | |
| operating activities: | | | | | | | | |
| Issuance of common stock for services rendered | | | 207,000 | | | | 1,156,376 | |
| Write off of intangibles | | | 4,125 | | | | — | |
| Changes in operating assets and liabilities: | | | | | | | | |
| Inventory | | | 1,643 | | | | (1,643 | ) |
| Accounts payable and accrued expenses | | | (13,113 | ) | | | (481,835 | ) |
| Prepaid expenses | | | 25,000 | | | | (25,000 | ) |
| Net cash (used) in operating activities | | | (8,951 | ) | | | (117,263 | ) |
| Cash flows from investing activities: | | | | | | | | |
| Purchase of intangibles | | | — | | | | (4,125 | ) |
| Net cash (used in) investing activities | | | — | | | | (4,125 | ) |
| Cash flows from financing activities: | | | | | | | | |
| Repayment of notes payable | | | — | | | | (8,000 | ) |
| Proceeds from issuance of common stock | | | — | | | | 135,000 | |
| Net cash provided by financing activities | | | — | | | | 127,000 | |
| Net increase (decrease) in cash and cash equivalents | | | (8,951 | ) | | | 5,612 | |
| Cash and cash equivalents at beginning of year | | | 8,951 | | | | 3,339 | |
| Cash and cash equivalents at end of year | | $ | 0 | | | $ | 8,951 | |
| | | | | | | | | |
| Supplemental disclosure of non-cash information: | | | | | | | | |
| | | | | | | | | |
| Common stock issued for services | | $ | 207,000 | | | $ | 1,062,000 | |
| Common stock issued for accounts payable | | $ | 120,000 | | | $ | - | |
| | | | | | | | | |
| | | | | | | | | |
| See accompanying notes to financial statements. |
ENVIROSAFE CORPORATION
Notes to Audited Financial Statements
For the Year Ended December 31, 2007
NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Background— Envirosafe Corporation (The Company) was incorporated in the state of Delaware in 1996. The Company produces a comprehensive suite of disinfecting, cleaning, and bioremediation products for the consumer, commercial, institutional and municipal markets.
Basis of Presentation—The financial statements included herein include the accounts of the Company prepared under the accrual basis of accounting.
Cash and Cash Equivalents—For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.
Management’s Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include depreciation expense on property and equipment, valuation allowances for receivables and deferred income tax assets, and contract revenues. Future changes in economic conditions may have a significant effect on such estimates made by management.
Revenue Recognition—The Company recognizes revenue upon delivery of the products to its customer when title and risk of loss passes to the customer.
Comprehensive Income (Loss)—The Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the periods covered in the financial statements.
Marketing and Advertising Costs—The Company expenses the costs associated with marketing and advertising as incurred. Marketing, advertising, promotional expenses and product labeling were approximately $-0- and $37,736 for the years ended December 31, 2007 and 2006, respectively.
Common Stock Issued For Other Than Cash—Services purchased and other transactions settled in the Company’s stock are recorded at the estimated fair value of the stock issued if that value is more readily determinable than the fair value of the consideration received.
Stock-Based Compensation— The Company accounts for stock-based compensation using the fair value method of Financial Accounting Standard No. 123R. Common shares issued for services rendered by a third party (both employees and non-employees) are recorded at the fair value of the shares issued or services rendered, whichever is more readily determinable.
Fair Value of Financial Instruments—The carrying amounts reported in the balance sheet for cash and cash equivalents, and accounts payable approximate fair value based on the short-term maturity of these instruments.
Loss per Common Share—Statement of Financial Accounting Standard (SFAS) No. 128 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Accordingly, this presentation has been adopted for the period presented. There were no adjustments required to net loss for the period presented in the computation of diluted earnings per share.
Income Taxes—Income taxes are provided in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes.” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carryforwards.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, and some portion or the entire deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
Concentration of Credit Risk—Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company’s cash is deposited with major banks and financial institutions.
Impairment of Long-Lived Assets—In accordance with SFAS No. 144, the Company reviews and evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, including those noted above, the Company compares the assets’ carrying amounts against the estimated undiscounted cash flows to be generated by those assets over their estimated useful lives. If the carrying amounts are greater than the undiscounted cash flows, the fair values of those assets are estimated by discounting the projected cash flows. Any excess of the carrying amounts over the fair values are recorded as impairments in that fiscal period.
Recent Accounting Pronouncements— In February 2007, the FASB issued Statement of Financial Accounting Standard No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Companies should report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company is currently assessing the potential impact, if any, for the adoption of SFAS No.159 on its financial statements.
In December 2007, the FASB issued two new statements: (a.) SFAS No. 141(revised 2007), Business Combinations, and (b.) No. 160, Noncontrolling Interests in Consolidated Financial Statements. These statements are effective for fiscal years beginning after December 15, 2008 and the application of these standards will improve, simplify and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in financial statements. The Company is in the process of evaluating the impact, if any, on SFAS 141 (R) and SFAS 160 and does not anticipate that the adoption of these standards will have any impact on its financial statements.
(a.) SFAS No. 141 (R) requires an acquiring entity in a business combination to: (i) recognize all (and only) the assets acquired and the liabilities assumed in the transaction, (ii) establish an acquisition-date fair value as the measurement objective for all assets acquired and the liabilities assumed, and (iii) disclose to investors and other users all of the information they will need to evaluate and understand the nature of, and the financial effect of, the business combination, and, (iv) recognize and measure the goodwill acquired in the business combination or a gain from a bargain purchase.
(b.) SFAS No. 160 will improve the relevance, comparability and transparency of financial information provided to investors by requiring all entities to: (i) report noncontrolling (minority) interests in subsidiaries in the same manner, as equity but separate from the parent’s equity, in financial statements, (ii) net income attributable to the parent and to the non-controlling interest must be clearly identified and presented on the face of the statement of income, and (iii) any changes in the parent’s ownership interest while the parent retains the controlling financial interest in its subsidiary be accounted for consistently.
ENVIROSAFE CORPORATION
Notes to Audited Financial Statements
For the Year Ended December 31, 2007
NOTE B—SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental disclosures of cash flow information for the years ended December 31, 2007 and 2006 is summarized as follows:
Cash paid during the period for interest and income taxes:
2007 2006
Income Taxes $ - --- $ ---
Interest $ - --- $1,386
NON-CASH FINANCING ACTIVITIES: 2007 2006
Common stock issued for services rendered $ 207,000 $ 555,376
NOTE C—INCOME TAXES
Due to the operating loss and the inability to recognize an income tax benefit there from, there is no provision for current or deferred federal or state income taxes for the years ended December 31, 2007 and 2006.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.
The Company’s total deferred tax asset, calculated using federal and state effective tax rates, as of December 31, 2007 is as follows:
Total deferred tax assets (approximate) $ 306,000
Valuation allowance (approximate) (306,000)
Net deferred tax asset $ ----
=======
The reconciliation of income taxes computed at the federal statutory income tax rate to total income taxes for the years ended December 31, 2007 and 2006 is as follows:
2007 2006
Income tax computed at the federal statutory rate 40% 40%
Valuation allowance (40%) (40%)
Total deferred tax asset 0% 0%
Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased (decreased) by approximately $10,000 and $209,785 for the years ended December 31, 2007 and 2006.
As of December 31, 2007, the Company has approximately $768,000 of net operating losses available that expire in various years through 2027.
No tax benefits have been recorded for the nondeductible (tax) expenses (stock for services) totaling approximately $1,363,000.
NOTE D—GOING CONCERN
As shown in the accompanying audited financial statements, the Company has suffered recurring losses from operations to date. It experienced losses of $233,606 and $765,161 during 2007 and 2006, respectively. The Company had a net deficiency of $2,322,444 and a working capital deficit of $10,000 as of December 31, 2007. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans in regard to this matter are to raise equity capital and seek strategic relationships and alliances in order to increase sales in an effort to generate positive cash flow. Additionally, the Company must continue to rely upon equity infusions from investors in order to improve liquidity and sustain operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE E—SEGMENT REPORTING
In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information.” This statement requires companies to report information about operating segments in interim and annual financial statements. It also requires segment disclosures about products and services, geographic areas and major customers. The Company determined that it did not have any separately reportable operating segments as of December 31, 2007 or 2006.
NOTE F—EQUITY
In 2006, the Company issued 399,000 shares of common stock as follows:
243,333 —shares issued for consulting and executive services performed by the Company’s former CEO; valued at $730,000 or $.01 per share, before 300 for
1 split below
110,666 —shares issued for professional services; valued at $426,376 or $.0129 per Share, before 300 for 1 split below.
45,000 —shares issued for cash; $135,000 or $.01 per share (before the 300 for 1 split below).
During 2006, the Company authorized a 2 for 1 stock split for all shares. Furthermore, the Company increased it authorized shares of common stock from 30,000,000 to 500,000,000 and the par value decreased from $.001 to $.0001 per share.
During 2007, the Company authorized a 300 for 1 stock split of all of its shares.
In 2007, the Company issued 1,143,458 shares of common stock as follows:
133,000 —shares issued for consulting and executive services performed by the Company’s CEO in 2006; valued at $120,000.
10,000 —shares issued for professional services; valued at $7,000.
500,000 —shares issued for consulting and executive services performed by the Company’s CEO in 2007; $150,000
500,000 - ---shares issued for consulting services; valued at $50,000.
As of December 31, 2007, the Company also has 10,000,000 shares of preferred stock, $.0001 par value, authorized with none issued or outstanding.
NOTE G—RELATED PARTY TRANSACTIONS
During 2006, the Company issued 243,333 post-split shares in common stock to its former CEO and former major shareholder as compensation for services during 2006 and 2005. The value of the common stock is $730,000.
In 2006, an officer of the corporation loaned an additional $3,000 to the Company. The demand note carries 6% interest. During 2006, the loans were repaid and the balance of the outstanding note payable is $-0-.
During 2007, the Company issued 500,000 shares of common stock to its form CEO and former majority shareholder as compensation for services during 2007. the value of the common stock is $150,000.
NOTE H—COMMITMENTS
The Company currently does not own or lease any property.
NOTE I—SUBSEQUENT EVENT
As of March 4, 2008, the Company executed a Plan of Exchange (the "Agreement"), between and among the Company, ADDE EDUCATION HLDS LTD., a corporation organized and existing under the laws of Hong Kong Special Administrative Region of People’s Republic of China ("ADDE"), the shareholders of ADDE (the "ADDE Shareholders") and the Majority Shareholder of the Company (the "EVSF Shareholders").
Pursuant to the terms of the Agreement, the transaction will not immediately close but shall be conditioned upon: (1) EVSF shall eliminate all know or potential liabilities of EVSF as of the closing date. This shall include, but is not limited to, any accounts payable, accrued expenses, as well as any liabilities shown on its annual report for the fiscal year of 2007 in FORM 10-KSB filed with the Securities and Exchange Commission prior to the Closing; (2) EVSF and EVSF shareholders shall pledge that any expenses concerning any known or unknown lawsuits, legal disputes or any correlation expenses caused by original EVSF Corporation and their shareholders, EVSF shall undertake full responsibility and afford the correlation expenses after the Closing. A comfort letter referencing EVSF prepared by a third party law firm confirming that to the best of their knowledge after reasonable due diligence, EVSF has no pending or threatened litigation; (3) a deposit of 632,253 shares of Common Stock of EVSF into the escrow account of Greentree Financial Group, Inc. ("Escrow Agent") in exchange for the cash payment of $260,000 and $260,000 promissory note made by ADDE Shareholders to Guoqiang Zhan ("Mr. Zhan"), the president of EVSF, which shall also be simultaneously deposited into the escrow account of Escrow Agent, (4) the issuance of 20,000,000 new shares of Common Stock and 1,350,000 new shares of Preferred Stock of EVSF to the ADDE shareholders, which should take no longer than 60 days, (5) the resignation of Mr. Zhan from the board of directors and as officer of EVSF and appointment of his successor(s) as designated by ADDE and/or the ADDE Shareholders, (6) a pledge of 10,000,000 shares of EVSF common stock to be used as collateral on the above mentioned promissory note, (7) a fully executed guarantee of the promissory note from EVSF in favor of Mr. Zhan. Upon completion of the exchange, ADDE will be a 100% owned subsidiary of Company.
Upon the delivery of 20,632,253 shares of Common Stock (including 632,253 common shares from the EVSF Shareholders), and 1,350,000 new shares of Preferred Stock of the Company, to ADDE Shareholders, ADDE Shareholders will hold a 'controlling interest' in the Company representing approximately 93.2% of the then issued and outstanding common shares of the Company. Furthermore, the designees of ADDE will be appointed to the Board of Directors after the Closing. Subsequent to the appointment of ADDE designees, the current management of the Company will resign from the Board of Directors.
None.
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the specified time periods. Our Chief Executive Officer and our Chief Financial Officer (collectively, the “Certifying Officers”) are responsible for maintaining our disclosure controls and procedures. The controls and procedures established by us are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.
To evaluate the effectiveness of our internal controls over financial reporting, we have adopted the framework prescribed by the Committee of Sponsoring Organizations of the Treadway Commission (COSO ). We believe that this framework will assist in the provision of reasonable assurance of the effectiveness and efficiency of operations, the reliability of financial reporting, and compliance with applicable laws and regulations. In adopting the COSO framework, we maintain a control environment, perform risk assessments, carry out control activities, emphasize quality information and effective communication, and perform monitoring. In the maintenance of a control environment, we are committed to integrity and ethical values as well as to competence. We strive to assign authority and responsibility in a manner that supports our internal controls, and we also maintain human resources policies and procedures designed to support our internal controls. Our risk assessments are designed to ensure the achievement of company-wide and process-level objectives as well as to identify and analyze risks while managing change. We believe that all of these components together form a foundation for sound internal control through directed leadership, shared values and a culture that emphasizes accountability for control.
As of the end of the period covered by this report, the Certifying Officers evaluated the effectiveness of our disclosure controls and procedures. Based on the evaluation, the Certifying Officers concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure.
The Certifying Officers have also concluded, based on our evaluation of our controls and procedures that as of December 31, 2007, our internal controls over financial reporting are effective and provide a reasonable assurance of achieving their objective.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements under all potential conditions. Therefore, effective internal control over financial reporting provides only reasonable, and not absolute, assurance that a restatement of our financial statements would be prevented or detected.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.
Changes in Internal Control Over Financial Reporting
There were no changes in the our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
None
| | Section 16(a) of the Exchange Act. |
Identification of Directors and Executive Officers
The following table sets forth the names and ages of our directors and executive officers, the positions and offices held with us, and the period during which each served in such positions and offices. Each director and executive officer serves for a term of one (1) year and until his successor is duly elected and qualified.
DIRECTORS AND OFFICERS
Name Age Position Period In Office
Guoqiang Zhan 39 Director 2007 - Present
Chief Executive Officer,
President,
Chief Financial Officer
The following is a summary of the business experience and other biographical information with respect to each of the Company’s officers and directors listed in the above-referenced table.
Guoqiang Zhan from 2007 has been our largest shareholder. He is also our President and Director. Mr. Zhan has been working in managerial positions in the areas of marketing, administration, and live performance planning. In 2005, Mr. Zhan successfully organized a Gala Charity Dinner Show “Concert 2005—Supporting Beijing Olympics Construction” in the China Hotel, a five-star Marriott alliance member in located in Guangzhou, China. His outstanding organizational and marketing expertise was instrumental to the success of the Gala Show and charity fund raiser (reaching RMB2 million). In 2006, Mr. Zhan organized and produced the 2006 New Year Celebration Concert—Sound of the Spirit in Shenyang, the capital city of Liaoning province in China. The symphony concert was extremely popular and received full support from the local government.
Audit Committee Financial Expert
We do not have a separately designated standing audit committee. The entire Board of Directors acts as an audit committee for the purpose of overseeing our accounting and financial reporting processes, and audits of the financial statements. The Commission recently adopted new regulations relating to audit committee composition and functions, including disclosure requirements relating to the presence of an “audit committee financial expert” serving on its audit committee. In connection with these new requirements, our Board of Directors examined the Commission’s definition of “audit committee financial expert” and concluded that we do not currently have a person that qualifies as such an expert. Presently, there are only one (1) directors serving on our Board, and we are not in a position at this time to attract, retain and compensate additional directors in order to acquire a director who qualifies as an “audit committee financial expert”, but we intend to retain an additional director who will qualify as such an expert, as soon as reasonably practicable. While our current director does not meet the qualifications of an “audit committee financial expert”, the director, by virtue of his past employment experience, has considerable knowledge of financial statements, finance, and accounting, and has significant employment experience involving financial oversight responsibilities. Accordingly, we believe that our current director capably fulfills the duties and responsibilities of an audit committee in the absence of such an expert.
Code of Ethics
We have adopted a code of ethics that applies to our principal chief executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (the “Code of Ethics”). The Code of Ethics is designed to deter wrongdoing, and to promote the following:
| · | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. |
| · | Full, fair, accurate, timely and understandable disclosure in reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by the small business issuer. |
| · | Compliance with applicable governmental laws, rules and regulations. |
| · | The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code. |
| · | Accountability for adherence to the code. |
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash-only rights) and any changes in that ownership with the Commission. Specific due dates for these reports have been established, and we are required to report, in this Form 10-KSB, any failure to comply therewith during the fiscal year ended December 2007. We believe that all of these filing requirements were satisfied by our executive officer, director and by the beneficial owners of more than 10% of our Common Stock.
The following table sets forth certain information regarding the annual and long-term compensation for services in all capacities to us for the prior fiscal years ended December 31, 2007, 2006 and 2005, of those persons who were either the chief executive officer during the last completed fiscal year or any other compensated executive officers as of the end of the last completed fiscal year.
| Summary Compensation Table | |
| | |
| | Annual Compensation | | | | | | | | | | |
| Name and Principal Position | Year | | Salary | | | Other | | | Stock Award | | | Option Award | | | Total | |
| | | | | | | | | | | | | | | | | |
| Brian Kuskie, President and Director | 2007 | | $ | -0- | | | $ | -0- | | | $ | 150,000 | | | $ | -0- | | | $ | 150,00 | |
| | 2006 | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | -0- | |
| | 2005 | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | -0- | |
Guoqiang Zhan, President and Chief Executive Officer | 2007 | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | -0- | |
* Brian Kuskie resigned from his positions with the Company in July of 2007 and Guoqiang Zhan was appointed as his replacement.
Employment Contracts
Guoqiang Zhan. There is no employment agreement in place for the year 2007 between us and Guoqiang Zhan, our Chief Executive Officer and President.
Stock Option Awards
There were no options granted to our Chief Executive Officer during 2007 or 2006.
The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of April 11, 2008 (i) each person known to us to be the beneficial owner of more than 5% of our Common Stock, (ii) each director and executive officer, and (iii) all directors and executive officers as a group. As of April 11, 2008, there were 2,141,375 shares of Common Stock issued and outstanding.
Name and Address of Beneficial Owner(1) | | Amount and Nature of Beneficial Ownership(2)(3) | | | Percentage of Class(4) | |
| | | | | | | |
Guoqiang Zhan 21205 Hickory Forest Way Germantown, MD 20876 | | | 632,253 | | | | 29.5 | % |
Officers and directors as a group (1 person) | | | 632,253 | | | | 29.5 | % |
Greentree Financial Group, Inc.(4) | | | 500,000 | | | | 23.35 | % |
Brian Kuskie | | | 516,667 | | | | 24.13 | % |
| (1) | As used herein, a person is deemed to be the “beneficial owner” of a security if he or she has or shares voting or investment power with respect to such security, or has the right to acquire such ownership within sixty (60) days. As used herein, “voting power” includes the power to vote or to direct the voting of shares, and “investment power” includes the power to dispose or to direct the disposition of shares, irrespective of any economic interest therein. |
| (2) | Except as otherwise indicated by footnote, the persons named in the table have sole voting and investment power with respect to all Common Stock beneficially owned by them. |
| (3) | Percentage ownership for a given individual or group is calculated on the basis of (i) the amount of outstanding shares owned as of April 11, 2008 plus, (ii) the number of shares that such individual or group has the right to acquire within sixty (60) days pursuant to options, warrants, conversion privileges or other rights, of which none exist. |
| (4) | Robert C. Cottone and Michael Bongiovanni are the owners of Greentree Financial Group, Inc. Mr. Cottone and Mr. Bongiovanni share equal voting power over the investments of Greentree Financial Group, Inc. |
Item 12. Certain Relationships and Related Transactions
On July 18, 2007 the Registrant executed a written Guaranty of payments made by Si Chuan Da Zhu Fu Da Zhu Ma Fang Zhi You Xian Gong Si to help secure financing in order to finalize the share exchange between Si Chuan Da Zhu Fu Da Zhu Ma Fang Zhi You Xian Gong Si and the Registrant (the "Share Exchange"). The Guaranty was written for the benefit of R. Chris Cottone and guarantees payments pursuant to a promissory note executed by Si Chuan Da Zhu Fu Da Zhu Ma Fang Zhi You Xian Gong Si in the amount of $454,980. Pursuant to the terms of the Guaranty, the Registrant was responsible for payments under the promissory note in the event that Si Chuan Da Zhu Fu Da Zhu Ma Fang Zhi You Xian Gong Si did not or could not make timely payments. Additionally, the loan was secured by the 30,632,250 shares acquired as part of the exchange transaction.
Si Chuan Da Zhu Fu Da Zhu Ma Fang Zhi You Xian Gong Si defaulted on the promissory note for failure to make timely payments thereunder. Pursuant to the Guaranty, the Registrant was liabile for the debt of Si Chuan Da Zhu Fu Da Zhu Ma Fang Zhi You Xian Gong Si.
The Registrant and R. Chris Cottone reached an agreement to settle the obligations created under the Guaranty. In settlement of the obligations under the Guaranty, R. Chris Cottone received a payment of $150,000 cash and $232,000 in debt owed by R.Chris Cottone to Guoqiang Zhan was extinguished in exchange for a complete release from the obligations under the Guaranty and the reversion of 30,632,250 shares of the Registrant then held by R.Chris Cottone as collateral pursuant to the financing agreements.
In addition, the Registrant decided it was in the best interest of all parties to unwind the Share Exchange with Si Chuan Da Zhu Fu Da Zhu Ma Fang Zhi You Xian Gong Si. The 30,632,250 shares being held as collateral reverted back to the Registrant they were retired to the treasury and the capital of Si Chuan Da Zhu Fu Da Zhu Ma Fang Zhi You Xian Gong Si also reverted back to its previous state prior to the Share Exchange so the Registrant could continue their business operations prior to that transaction.
(a) Exhibits. The exhibit list required by Item 13 of Form 10-KSB is provided in the “Index to Exhibits” located herein, immediately following Item 14.
| (b) | Reports on Form 8-K Filed in Last Quarter of Fiscal Year 2007. An 8-K and related amendment was issued during the fourth quarter of 2007 with respect to the issuance of 500,000 shares of our common stock to a consulting firm for services rendered in 2007. |
Fees Billed For Audit and Non-Audit Services
The following table represents the aggregate fees billed for professional audit services rendered to us by Traci J. Anderson, CPA for the years 2006 and 2007 and all fees billed for other services rendered by Traci J. Anderson, CPA during those periods.
| Year Ended December 31, | | 2007 | | | 2006 | |
| | | | | | | |
Audit Fees (1) | | $ | 10,000 | | | $ | 10,000 | |
Audit-Related Fees (2) | | | -- | | | | -- | |
Tax Fees (3) | | | -- | | | | -- | |
All Other Fees (4) | | | -- | | | | -- | |
| Total Accounting Fees and Services | | $ | 10,000 | | | $ | 10,000 | |
| (1) | Audit Fees. These are fees for professional services for the audit of our annual financial statements. |
| (2) | Audit-Related Fees. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of our financial statements. |
| (3) | Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning. |
| (4) | All Other Fees. These are fees for permissible work that does not fall within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees. |
Pre-Approval Policy for Audit and Non-Audit Services
We do not have a standing audit committee, and the full Board performs all functions of an audit committee, including the pre-approval of all audit and non-audit services before we engage an accountant. All of the services rendered to us by the independent accountants during 2007 were pre-approved by our Board of Directors.
Exhibit Number | Description |
| | |
3.1 | Articles of Incorporation of Envirosafe Corporation ** |
3.2 | Bylaws of Envirosafe Corporation ** |
4.1 | See Exhibits 3.1 and 3.2 for the provisions of our Articles of Incorporation and Bylaws that define the rights of holders of our Common Stock |
4.2 | Specimen of Common Stock Certificate ** |
14.1 | Code of Ethics ** |
31.1 | |
| 32.1 | |
99.1 | Cautionary Statements for Purposes of the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995 * |
* Filed herewith.
| ** | Contained in our Form 10-SB, as filed with the Commission on January 18, 2007. |
In accordance with the Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 13, 2008
| | ENVIROSAFE CORPORATION |
| | |
| By: | /s/ Guoqiang Zhan |
| | Guoqiang Zhan |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
