See notes to financial statements.
ALONG MOBILE TECHNOLOGY INC.
(A Development Stage Company)
Notes to Financial Statements
For the Three Months Ended January 31, 2006 and
2005 and For the Period August 19, 2004 (Inception)
to January 31, 2005 (Unaudited)
NOTE 1 – INTERIM FINANCIAL STATEMENTS
The unaudited financial statements as of January 31, 2006 and for the three months ended January 31, 2006 and 2005 and for the period August 19, 2004 (inception) to January 31, 2006 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-QSB. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of January 31, 2006 and the results of operations and cash flows for the periods ended January 31, 2006 and 2005. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three month period ended January 31, 2006 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending October 31, 2006. The balance sheet at October 31, 2005 has been derived from the audited financial statements at that date.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended October 31, 2005 as included in our report on Form 10-KSB.
NOTE 2 – ORGANIZATION
Along Mobile Technology Inc. (the “Company”) was incorporated in the State of Delaware on August 19, 2004 under the name Edmonds 3, Inc. On June 29, 2005, the sole officer, director, and stockholder of the Company sold all 100,000 issued and outstanding shares of the Company’s Common Stock to Shaanxi Jialong Hi-Tech Industries Inc. (“Shaanxi”), a corporation organized in China, for $76,000 cash. Also on June 29, 2005, the Company’s name was changed from Edmonds 3, Inc. to Along Mobile Technology Inc.
The Company has no products or services; the Company is seeking a business to merge with or acquire. On June 29, 2005, the Company’s intention was to merge with Shaanxi, a development stage company planning to engage in the business of publishing wireless entertainment applications. Subsequently, the Company decided to seek other business entities to combine with. The combination will likely take the form of a merger, stock for stock exchange, or stock for assets exchange.
F-5
ALONG MOBILE TECHNOLOGY INC.
(A Development Stage Company)
Notes to Financial Statements
For the Three Months Ended January 31, 2006 and
2005 and For the Period August 19, 2004 (Inception)
to January 31, 2005 (Unaudited)
NOTE 3 – BASIS OF PRESENTATION
The Company has been presented as a “development stage enterprise” in accordance with Statement of Financial Accounting Standards (“SFAS”) No.7, “Accounting and Reporting by Development Stage Enterprises”. Since inception, the Company’s activities have been limited to organizational efforts and making various filings with the Securities and Exchange Commission (“SEC”).
At January 31, 2006, the Company had negative working capital and a stockholder’s deficiency of $2,115. For the period August 19, 2004 (inception) to January 31, 2006, the Company incurred net losses of $2,215. These factors create uncertainty as to the Company’s ability to continue as a going concern. The Company is making efforts to acquire a business with assets and operations. However, there is no assurance that the Company will be successful in accomplishing this objective. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
NOTE 4 – INCOME TAXES
No provision for income taxes has been recorded since the Company has incurred net losses since inception.
At January 31, 2006, deferred tax assets consist of:
Net operating loss carryforward | $ | 753 |
Less valuation allowance | | (753) |
| | |
Net | $ | - |
Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $753 attributable to the future utilization of the $2,215 net operating loss carryforward as of January 31, 2006 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements at January 31, 2006. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforward expires in years 2024, 2025, and 2026 in the amounts of $600, $1,350, and $265, respectively.
F-6
ALONG MOBILE TECHNOLOGY INC.
(A Development Stage Company)
Notes to Financial Statements
For the Three Months Ended January 31, 2006 and
2005 and For the Period August 19, 2004 (Inception)
to January 31, 2005 (Unaudited)
Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.
NOTE 5 – RELATED PARTY TRANSACTIONS
The Company uses the offices of Shaanxi at no cost to the Company. Shaanxi has agreed to continue this arrangement until the Company completes an acquisition or merger.
The Company has been provided legal and other services in connection with its SEC filings at no cost to the Company. The related costs have been financed by Shaanxi.
F-7
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 January 31, 2006, the registrant recognized a net loss of $2,215. 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 January 31, 2006 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. |
Item 3. | Defaults Upon Senior Securities. |
Item 4. | Submission of Matters to a Vote of Security Holders. |
No matter was submitted during the quarter ending January 31, 2006, covered by this report to a vote of the Company’s shareholders, through the solicitation of proxies or otherwise.
Item 5. | Other Information. |
Item 6. | Exhibits and Reports of Form 8-K. |
31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act |
of 2002 | |
32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act |
of 2002 | |
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 | |
Date: March 27, 2006 | By: | /s/ Li Jian Wei |
| Li Jian Wei | |
| Chief Executive Officer |
| | | | |