U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 31, 2005
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
Commission File No. 000-50814
ALONG MOBILE TECHNOLOGY, INC.
(Exact name of small business issuer as specified in its charter)
Delaware |
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(State or other jurisdiction of incorporation | (I.R.S. Employer Identification No.) |
300 Park Avenue #1700
New York, New York 10022
(Address of Principal Executive Offices)
212/572-6236
(Issuer’s telephone number)
Edmonds 3 Inc.
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court.
Yes x No o
State the number of shares outstanding of each of the issuer’s classes of common equity, as of September 12, 2005: 100,000 shares of common stock.
ALONG MOBILE TECHNOLOGY, INC.
f/k/a Edmonds 3, Inc.
(a development stage company)
FINANCIAL STATEMENTS
INDEX
Part I-- FINANCIAL INFORMATION
Item 1. Financial Statements |
Item 2. Management’s Discussion and Analysis of Financial Condition |
Item 3. Control and Procedures |
Part II-- OTHER INFORMATION
Item 1. Legal Proceedings |
Item 2. Changes in Securities |
Item 3. Defaults Upon Senior Securities |
Item 4. Submission of Matters to a Vote of Security Holders |
Item 5. Other Information |
Item 6. Exhibits and Reports on Form 8-K |
Signature
Item 1. Financial Information
BASIS OF PRESENTATION
The accompanying reviewed financial statements are presented in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the nine months ended July 31, 2005 are not necessarily indicative of results that maybe expected for the year ending October 31, 2005. The financial statements are presented on the accrual basis.
ALONG MOBILE TECHNOLOGY, INC.
QUARTERLY REPORT ON FORM 10-QSB
FOR THE QUARTER ENDED JULY 31, 2005
FINANCIAL INFORMATION
Item1. Financial Statements.
ALONG MOBILE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
July 31, 2005
(Unaudited)
ASSETS |
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Current Assets |
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Cash | $ | 0 |
Accounts receivable, net |
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Notes receivable |
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Marketable securities |
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Other |
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Total Current Assets | $ | 0 |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities |
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Accrued expenses | $ | 1250 |
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Total Current Liabilities |
| 1250 |
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TOTAL LIABILITIES |
| 1250 |
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Stockholders’ Equity |
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Common stock, $.0001 par value, 100,000,000 shares authorized, 100,000 shares issued and outstanding |
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10 |
Additional paid in capital |
| 90 |
Accumulated deficit |
| (1350) |
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TOTAL STOCKHOLDERS’ EQUITY |
| (1250) |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 0 |
The accompanying notes are an integral part of these financial statements.
ALONG MOBILE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED JULY 31, 2005 AND
PERIOD FROM INCEPTION (August 19, 2004) THROUGH JULY 31, 2005
(Unaudited)
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Three Months Ended July 31, 2005 |
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Nine Months Ended July 31, 2005 |
| Inception Through July 31, 2005 |
REVENUES |
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Sales | $ | 0 | $ | 0 | $ | 0 |
Cost of Sales |
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GROSS PROFIT |
| 0 |
| 0 |
| 0 |
General and administrative Expenses |
| 250 |
| 750 |
| 1350 |
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NET LOSS |
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Accumulated deficit, beginning balance |
| 0 |
| 0 |
| 0 |
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Accumulated deficit, ending balance | $ | (250) | $ | (750) | $ | (1350) |
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NET EARNINGS PER SHARE |
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Basic earnings per share |
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Net loss per share |
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| (Less than .01) |
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Basic weighted average |
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Number of common shares Outstanding |
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100,000 |
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The accompanying notes are an integral part of these financial statements.
ALONG MOBILE TECHNOLOGY, INC.
(a development stage company)
STATEMENT OF STOCKHOLDER’S EQUITY
From inception (August 19, 2004) through July 31, 2005
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Stock issued on acceptance of incorporation expenses | 100,000 | $ | 10 | $ | 90 | $ | 0 | $ | 100 |
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Net loss | - |
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| - |
| (600) |
| (600) |
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Total at October 31, 2004 | 100,000 | $ | 10 | $ | 90 | $ | (600) | $ | (500) |
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Net Loss | - |
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| - |
| (500) |
| (500) |
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Total at July 31, 2005 | 100,000 | $ | 10 | $ | 90 | $ | (1,350) | $ | (1,250) |
The accompanying notes are an integral part of these financial statements.
ALONG MOBILE TECHNOLOGY, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
NINE MONTHS ENDED JULY 31, 2005 AND
PERIOD FROM INCEPTION (August 19, 2004) THROUGH JULY 31, 2005
(Unaudited)
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Nine Months Ended July 31, 2005 |
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Inception Through July 31, 2005 |
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income (loss) | $ | (750) | $ | (1,350) |
Compensation in the form of stock |
| 0 |
| 100 |
Increase (Decrease) in accrued expenses |
| 750 |
| 1,350 |
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NET CASH PROVIDED OR (USED) IN OPERATIONS |
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0 |
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0 |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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0 |
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0 |
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CASH RECONCILIATION |
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Net increase (decrease) in cash |
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| 0 |
Beginning cash balance |
| 0 |
| 0 |
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CASH BALANCE AT END OF PERIOD | $ | 0 | $ | 0 |
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NOTES TO FINANCIAL STATEMENTS
Note 1 - BASIS OF PRESENTATION
The accompanying reviewed financial statements are presented in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended July 31, 2005 are not necessarily indicative of results that may be expected for the year ending October 31, 2005. The financial statements are presented on the accrual basis.
Note 2 – CHANGE IN OWNERSHIP
All of the outstanding stock was purchased in a private transaction which represent a change in controlling interest. Upon execution of this transaction, the Company name was changed from Edmonds 3, Inc. to Along Mobile Technology, Inc.
Item 2. Management’s Discussion and Analysis or Plan of Operation
This Quarterly Report on Form 10-QSB includes “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), which can be identified by the use of forward-looking terminology such as, “may,” “believe,” “expect,” “intend,” “anticipate,” “estimate” or “continue” or the negative thereof or other variations thereon or comparable terminology. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors with respect to any such forward-looking statements include, but are not limited to, the Company’s limited history of operations, the availability of additional capital necessary to execute the Company’s plan of operations, the volatility of the over-the-counter bulletin board market and the effect of such volatility on the value of the marketable securities received by the Company for its services, and changes in the state and federal regulation of securities, as well as the availability of necessary personnel and general economic conditions within the United States.
Plan of Operation
The Registrant is continuing its efforts to locate a merger Candidate for the purpose of a merger. It is possible that the registrant will be successful in locating such a merger candidate and closing such merger. However, if the registrant cannot effect a non-cash acquisition, the registrant may have to raise funds from a private offering of its securities under Rule 506 of Regulation D. There is no assurance the registrant would obtain any such equity funding.
Results of Operation
The Company did not have any operating income from inception (August 19, 2004) through July 31, 2005, the registrant recognized a net loss of $1,350. Some general and administrative expenses from inception were accrued. Expenses from inception were comprised of costs mainly associated with legal, accounting and office.
Liquidity and Capital Resources
At July 31, 2005 the Company had no capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.
Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.
The Company and or shareholders will supervise the search for target companies as potential candidates for a business combination. The Company and or shareholder may pay as their own expenses any costs incurred in supervising the search for a target company. The Company and or shareholders may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants.
Critical Accounting Policies
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Item 3. Controls and Procedures
(a) | Evaluation of disclosure controls and procedures. |
Our Chief Executive Officer and Chief Financial Officer (collectively the “Certifying Officers”) maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC.
(b) | Changes in internal controls. |
Our Certifying Officer has indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 1. | Legal Proceedings. |
The Company is currently not a party to any pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened.
Item 2. | Changes in Securities. |
None |
Item 3. | Defaults Upon Senior Securities. |
None |
Item 4. | Submission of Matters to a Vote of Security Holders. |
No matter was submitted during the quarter ending July 31, 2005, covered by this report to a vote of the Company’s shareholders, through the solicitation of proxies or otherwise.
Item 5. | Other Information. |
None |
Item 6. | Exhibits and Reports of Form 8-K. |
(a) | Exhibits |
31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act | |
of 2002 |
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32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act | |
of 2002 |
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(b) | Reports of Form 8-K |
None |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
ALONG MOBILE TECHNOLOGY, INC. | |
Registrant |
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Date: September 12, 2005 | By: | /s/ Li Jian Wei | ||||
| Li Jian Wei |
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| Chief Executive Officer |
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