SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarter Ended October 31, 2005
o | 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 000-25824
NEW HARVEST CAPITAL CORPORATION |
(Exact name of small business issuer as specified in its charter) |
Delaware | | 13-3337553 |
State or other jurisdiction of corporation or organization) | | (I.R.S. Employer Identification Number) |
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101 NE 3rd Avenue, Fort Lauderdale, Florida | | 33301 |
(Address of principal executive offices) | | (Zip Code) |
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Issuer's telephone number, including area code (954) 763-1515
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 o
As of the close of business on December 13, 2005, there were 100,120 shares of the Registrant's $.0001 par value per share Common Stock outstanding.
NEW HARVEST CAPITAL CORPORATION
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PART I - Financial Information | Page |
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PART II - Other Information | |
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PART I - FINANCIAL INFORMATION |
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NEW HARVEST CAPITAL CORPORATION |
BALANCE SHEET |
October 31, 2005 |
| | 2005 | |
| | (Unaudited) | |
ASSETS | | | |
Current Assets | | | |
Cash and Cash Equivalents | | $ | – | |
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TOTAL ASSETS | | $ | | |
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LIABILITIES & STOCKHOLDERS' EQUITY | | | | |
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Current Liabilities | | | | |
Accounts Payable and Accrued Expenses | | $ | 32,613 | |
Total Current Liabilities | | | 32,613 | |
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Stockholders' Equity | | | | |
Preferred Stock - $.0001 par value, 5,000,000 shares | | | | |
authorized; no shares issued and outstanding | | | | |
Common Stock - $.0001 par value, 300,000,000 shares | | | | |
authorized; shares issued and outstanding 100,120 | | | 13,696 | |
Additional Paid in Capital | | | 592,984 | |
Accumulated Deficit | | | (639,293 | ) |
Total Stockholders' Equity | | | (32,613 | ) |
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | | $ | | |
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The accompanying notes are an integral part of the financial statements. | | | | |
NEW HARVEST CAPITAL CORPORATION |
STATEMENT OF OPERATIONS |
For the Six Months Ended October 31, 2005 and 2004 |
| | 2005 | | 2004 | |
| | (Unaudited) | | (Unaudited) | |
Revenues | | | | | |
Interest | | $ | | | $ | 336 | |
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Operating Expenses | | | | | | | |
General & Administrative Expenses | | | 170,368 | | | 7,000 | |
Total Operating Expenses | | | 170,368 | | | 7,000 | |
Net Income (Loss) | | $ | (170,368 | ) | $ | (6,664 | ) |
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Net loss per weighted average number of | | | | | | | |
Common Shares | | $ | (1.74 | ) | $ | (0.07 | ) |
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Weighted average number | | | | | | | |
of Common Shares outstanding | | | 97,746 | | | 94,006 | |
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The accompanying notes are an integral part of the financial statements. | | | | | | | |
NEW HARVEST CAPITAL CORPORATION |
STATEMENT OF OPERATIONS |
For the Quarters Ended October 31, 2005 and 2004 |
| | 2005 | | 2004 | |
| | (Unaudited) | | (Unaudited) | |
Revenues | | | | | |
Interest | | $ | | | $ | 186 | |
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Operating Expenses | | | | | | | |
General & Administrative Expenses | | | 30,812 | | | 4,000 | |
Total Operating Expenses | | | 30,812 | | | 4,000 | |
Net Income (Loss) | | $ | (30,812 | ) | $ | (3,814 | ) |
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Net loss per weighted average number of | | | | | | | |
Common Shares | | $ | (0.31 | ) | $ | (0.04 | ) |
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Weighted average number | | | | | | | |
of Common Shares outstanding | | | 100,120 | | | 94,173 | |
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The accompanying notes are an integral part of the financial statements. | | | | | | | |
NEW HARVEST CAPITAL CORPORATION |
STATEMENT OF CASH FLOWS |
For the Six Months Ended October 31, 2005 and 2004 |
| | 2005 | | 2004 | |
| | (Unaudited) | | (Unaudited) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | |
Net Income (Loss) | | $ | (170,368 | ) | $ | (6,664 | ) |
Adjustments to Reconcile Income (Loss) to Net Cash | | | | | | | |
Provided (Used) for Operating Activities: | | | | | | | |
Changes in Assets and Liabilities: | | | | | | | |
Increase in accrued expenses | | | 30,812 | | | 3,000 | |
Net Cash Provided by (Used in) Operations | | | (139,556 | ) | | (3,664 | ) |
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Net Increase (Decrease) in Cash | | | (139,556 | ) | | (3,664 | ) |
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Beginning Cash | | | 139,556 | | | 149,428 | |
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Ending Cash | | $ | | | $ | 145,764 | |
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SCHEDULE OF NONCASH ACTIVITIES: | | | | | | | |
Common Stock Issued for Services | | $ | | | | | |
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The accompanying notes are an integral part of the financial statements. | | | | | | | |
NEW HARVEST CAPITAL CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS
October 31, 2005 and 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
New Harvest Capital Corporation was organized under the laws of the state of Delaware on August 29, 1985.
The Company is currently engaged in the activity of searching for and investigating business opportunities.
Basis of Accounting
The Company utilizes the accrual method of accounting, whereby revenue is recognized when earned and expenses when incurred.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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.
Concentration of Risk
The cash balances are currently not in excess of Federal insured limits of $100,000.
Income Taxes
The Company accounts for income taxes under the accrual method established by Statement of Financial Accounting Standards (SFAS) No. 109, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences and events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on assets and liabilities using enacted rates for the year in which the differences are expected to reverse.
Stock Based Compensation
The Company has issued shares of its common stock for services rendered and valued at estimated fair market value.
Earnings Per Share
Statement of Financial Accounting Standards No. 128, “Earnings Per Share”, which the Company adopted effective November 1, 1998, establishes standards for computing and
presenting earnings per share. The standard requires the presentation of basic EPS and diluted EPS. Basic EPS is calculated by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period.
Accounting Pronouncements
Management does not believe that any of the recently issued accounting pronouncements will be applicable to the Company.
NOTE 2 - CAPITAL TRANSACTIONS
On June 1, 2005, pursuant to a Stock Purchase Agreement, Azur International, Inc. acquired 68,960,000 shares of the Company’s common stock. This constituted approximately 50.4% of the Company’s total issued and outstanding common shares. Subsequent to the August 9, 2005 reverse stock split (see note 3), the number of shares acquired is equivalent to 50,336 shares.
NOTE 3 - REVERSE STOCK SPLIT
For all periods presented share and per share information in these financial statements and notes have been adjusted to reflect the Company’s 1 for 1,370 reverse stock split effective August 9, 2005.
Results of Operations
Quarter Ended October 31, 2005 versus Quarter October 31, 2004
We had limited operations in both quarters and a loss of $30,812 for the quarter ended October 31, 2005 versus a loss of $3,814 for the quarter ended October 31, 2004. The loss during the current quarter was the result of our incurring legal fees, filing fees and other general and administrative expenses.
Six Months Ended October 31, 2005 versus Six Months Ended October 31, 2004
During the six months ended October 31, 2005 we had a loss of $170,368 versus a loss of $6,664 for the six months ended October 31, 2004. The loss during the current six month period was the result of our incurring legal fees, filing fees and other general and administrative expenses.
Evaluation of Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
At the conclusion of the period ended October 31, 2005, we carried out an evaluation, under the supervision and with the participation of our management, including our Chairman and Chief Executive Officer, President and General Counsel, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, the Chairman and Chief Executive Officer, President and General Counsel concluded that our disclosure controls and procedures were effective in alerting them in a timely manner to information relating to the Company required to be disclosed in this report but adopted additional disclosure controls and procedures to improve the quality and timeliness of disclosure during our transition from a private to a public company.
PART II - OTHER INFORMATION
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. | Defaults Upon Senior Securities |
Item 4. | Submission of Matters to a Vote of Security Holders |
| 31.1 - | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2202. |
| 31.2 - | Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 - | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted, pursuant to Section 906 of the Sarbanes- OxleyAct of 2002. |
| 32.2 - | Certification of the Principal Accounting Officer pursuant to 18 U.S.C. Section 1350 as adopted, pursuant to Section 906 of the Sarbanes- OxleyAct of 2002. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| NEW HARVEST CAPITAL CORPORATION (Registrant) |
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Date: December 14, 2005 | By: | /s/ DONALD WINFREY |
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| Name: Donald Winfrey Title: President |