UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _______________ to _______________
Commission file number 0-49978
HENGEST INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
Delaware pending
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
244 Fifth Avenue, #W219, New York, New York 10001-7604
(Address of principal executive offices) (Zip Code)
(212) 504-8120
(Registrant's telephone number, including area code)
Check whether the issuer: (1) filed all reports required to be filed by Section
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
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Outstanding at September 30, 2002
Common Stock, par value $0.0001 - 1,240,000
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The Financial Statements of the Registrant required to be filed with this 10-
QSB Quarterly Report were prepared by management and commence on the following
page, together with related Notes. In the opinion of management, the Financial
Statements fairly present the financial condition of the Registrant.
HENGEST INVESTMENTS, INC.
(A Development Stage Company)
As of September 30, 2002
(Unaudited)
ASSETS
Cash $ --
-------
TOTAL ASSETS $ --
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $ --
-------
STOCKHOLDERS' EQUITY
Preferred Stock, $.0001 par value, 20,000,000 shares
authorized, none issued and outstanding --
Common Stock, $.0001 par value, 100,000,000 shares
authorized, 1,240,000 issued and outstanding 124
Additional paid-in capital --
Deficit accumulated during development stage (124)
-------
Total Stockholders' Equity --
-------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ --
=======
See accompanying notes to financial statements
HENGEST INVESTMENTS, INC.
(A Development Stage Company)
Statement of Operations
(Unaudited)
July 16, 2002
(Inception) to
September 30, 2002
------------------
Income $ --
Expenses
Organization expense 124
---------
Total expenses 124
---------
NET LOSS $ (124)
=========
See accompanying notes to financial statements
HENGEST INVESTMENTS, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
July 16, 2002
(Inception) to
September 30, 2002
------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (124)
Adjustment to reconcile net
loss to net cash provided by
operational activities issue
of common stock for services 124
---------
Net cash used in operating
activities --
---------
CASH FLOWS FROM INVESTING
ACTIVITIES --
---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of
common stock --
---------
Net cash provided by
financing activities --
---------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS --
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD --
---------
CASH AND CASH EQUIVALENTS
END OF PERIOD $ --
=========
See accompanying notes to financial statements
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Hengest Investments, Inc. (a development stage company) ("the Company") was
incorporated in the State of Delaware on July 16, 2002 to serve as a vehicle to
effect a merger, exchange of capital stock, asset acquisition or other business
combination with a domestic or foreign private business. At September 30,
2002, the Company had not yet commenced any formal business operations, and all
activity to date relates to the Company's formation and proposed fund raising.
The Company's fiscal year end is December 31.
The Company's ability to commence operations is contingent upon its ability to
identify a prospective target business.
B. Use of Estimates
The preparation of the financial statements 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.
C. Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.
D. Income Taxes
The Company accounts for income taxes under the Financial Accounting Standards
Board of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("Statement 109"). Under Statement 109, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. 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 Statement 109, the effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date. There were no current or deferred income tax
expense or benefits due to the Company not having any material operations for
the period ending September 30, 2002.
NOTE 2. STOCKHOLDERS' EQUITY
A. Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred stock at
$.0001 par value, with such designations, voting and other rights and
preferences as may be determined from time to time by the Board of Directors.
B. Common Stock
The Company is authorized to issue 100,000,000 shares of common stock at $.0001
par value. On July 16, 2002, the Company issued 1,240,000 shares of its common
stock to the founder of the Company pursuant to Section 4(2) of the Securities
Act of 1933 for an aggregate of $124 in services.
C. Warrant and Options
There are no warrants or options outstanding to issue any additional shares of
common stock.
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion should be read in conjunction with the information
contained in the financial statements of the Company and the Notes thereto
appearing elsewhere herein.
Results of Operations - Inception (July 16, 2002) through September 30, 2002.
The Company is considered to be in the development stage as defined in
Statement of Financial Accounting Standards No. 7. There have been no
operations since inception.
Liquidity and Capital Resources.
The Company has no cash as of September 30, 2002.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), the Company is hereby
providing cautionary statements identifying important factors that could cause
the Company's actual results to differ materially from those projected in
forward-looking statements (as such term is defined in the Reform Act) made by
or on behalf of the Company herein or orally, whether in presentations, in
response to questions or otherwise. Any statements that express, or involve
discussions as to expectations, beliefs, plans, objectives, assumptions or
future events or performance (often, but not always, through the use of words
or phrases such as "will result", "are expected to", "will continue", "is
anticipated", "estimated", "projection" and "outlook") are not historical facts
and may be forward-looking and, accordingly, such statements involve estimates,
assumptions, and uncertainties which could cause actual results to differ
materially from those expressed in the forward-looking statements. Such
uncertainties include, among other, the following: (i) the Company's ability to
obtain additional financing to implement its business strategy; (ii) the
financial condition of the Company's clients; (iii) imposition of new
regulatory requirements affecting the Company; (iv) a downturn in general
economic conditions (v) the delay or failure to properly manage growth and
successfully integrate acquired companies and operations; (vi) lack of
geographic diversification; and (vii) other factors which are described in
further detail in the Company's filings with the Securities and Exchange
Commission.
The Company cautions that actual results or outcomes could differ materially
from those expressed in any forward-looking statements made by or on behalf of
the Company. Any forward-looking statement speaks only as of the date on which
such statement is made, and the Company undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances
after the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for management to predict all of such factors. Further, management
cannot assess the impact of each such factor on the business or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
There are no legal proceedings against the Company and the Company is unaware
of such proceedings contemplated against it.
Item 2. Changes in Securities.
On July 16, 2002, the Company issued 1,240,000 shares of its common stock to
the founder of the Company in exchange for an aggregate of $124 in services.
This transaction was not registered under the Securities Act of 1933 (the
"Act") in reliance on the exemption from registration in Section 4(2) of the
Act. The securities were offered and sold without any general solicitation to
persons affiliated with the Issuer as founding shareholders, are subject to the
resale provisions of Rule 144 and may not be sold or transferred without
registration except in accordance with Rule 144. Certificates representing the
securities bear such a legend.
Item 3. Defaults upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
The Company did not file any reports on Form 8-K during the quarter ended
September 30, 2002.
SIGNATURES
In accordance with Sections 13 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
HENGEST INVESTMENTS, INC.
(Registrant)
By: T. Chong Weng
---------------------------------
T. Chong Weng
President, Chief Executive
Officer, Secretary, Treasurer and
Director
Date: October 9, 2002
Written Statement of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
The undersigned, the Chief Executive Officer and Chief Financial Officer of
Hengest Investments, Inc. (the "Company"), hereby certifies that, to such
person's knowledge, on the date hereof:
(a) the Form 10-QSB of the Company for the quarter ended September 30, 2002
filed on the date hereof with the Securities and Exchange Commission (the
"Report") fully complies with the requirements of Section 13(a) or Section
15(d) of the Securities Exchange Act or 1934; and
(b) information contained in the Report fairly presents, in all material
respects, the condition and results of operations of the Company.
/s/ T. Chong Weng
- -------------------------
Name: T. Chong Weng
Title: Chief Executive Officer and Chief Financial Officer
Date: October 9, 2002
