U.S. 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:
March 31, 2005
[ ] 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 000-18272
CHINA TITANIUM & CHEMICAL CORP.
(Exact name of small business issuer as specified in its charter)
NEVADA | 87-0467339 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
1530-9th Ave S.E.
Calgary, Alberta Canada
(Address of principal executive offices)
Telephone: (403) 693-8000
(Issuer’s telephone number)
(Former name, former address and former fiscal year, if changed since last report)
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 last practicable date:
4,365,636 shares of Class A common stock, $.001 value, as of May 11, 2005
Transitional Small Business Disclosure Format (check one):
Yes
No X
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-QSB and Rule 10-01 of Regulation S-X. 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 considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three month period ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. For further information refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2004.
Page | |
Unaudited Consolidated Financial Statements | |
Consolidated Balance Sheet | F-1 |
Consolidated Statements of Operations | F-2 |
Consolidated Statements of Cash Flows | F-3 to F-4 |
Notes to Unaudited Consolidated Financial Statements | F-5 to F-8 |
CHINA TITANIUM & CHEMICAL CORP.
(A Development Stage Company)
Balance Sheet
Unaudited
March 31, 2005 | ||||
CURRENT ASSETS | ||||
Cash | $ | - | ||
Total Current Assets | - | |||
TOTAL ASSETS | $ | - | ||
CURRENT LIABILITIES | ||||
Accounts payable and accrued liabilities | $ | 68,797 | ||
Income taxes payable | - | |||
Note payable | 152,399 | |||
Note payable – related parties (Note 3) | 25,000 | |||
TOTAL CURRENT LIABILITIES | 246,196 | |||
STOCKHOLDERS’ DEFICIT | ||||
Common Stock $0.001 par value, authorized 100,000,000 shares Issued and outstanding 4,365,636 shares | 4,366 | |||
Additional paid-in capital | 3,455,981 | |||
Accumulated deficit | (3,706,543) | |||
TOTAL STOCKHOLDERS’ DEFICIT | (246,196) | |||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | - | ||
The accompanying notes are an integral part of these consolidated financial statements.
F-1
CHINA TITANIUM & CHEMICAL CORP.
(A Development Stage Company)
Statements of Operations
Unaudited
Three Months Ended March 31, 2005 | Three Months Ended March 31, 2004 | From Inception (March 19, 1999 to March 31, 2005 | |||||||||
Revenue | $ | 0 | $ | 0 | $ | 109,148 | |||||
Cost of Sales | 0 | 0 | 81,843 | ||||||||
GROSS PROFIT | $ | 0 | $ | 0 | $ | 27,305 | |||||
OPERATING EXPENSES | |||||||||||
Salaries and consulting | $ | 0 | $ | 0 | $ | 2,273,286 | |||||
Interest expense | 0 | 0 | 283,209 | ||||||||
General and administrative | 28,886 | 20,000 | 1,817,379 | ||||||||
28,886 | 20,000 | 4,373,874 | |||||||||
LOSS FROM OPERATIONS | $ | (28,886) | $ | (20,000) | $ | (4,346,569) | |||||
GAIN (LOSS) ON DISPOSAL OF ASSETS | $ | 0 | $ | 0 | $ | (224,136) | |||||
GAIN (LOSS) ON EXTINGUISHMENT OF DEBT | 44,613 | 0 | 864,162 | ||||||||
NET INCOME (LOSS) | $ | 15,727 | $ | (20,000) | $ | (3,706,543) | |||||
BASIC AND DILUTED LOSS PER SHARE | $ | .01 | $ | (.12) | |||||||
Debt Extinguishment | $ | .03 | $ | 0 | |||||||
Net Income (Loss) | $ | (.02) | $ | 0 | |||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES | 1,667,078 | 166,203 | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-2
CHINA TITANIUM & CHEMICAL CORP.
(A Development Stage Company)
Statements of Cash Flow
Unaudited
| Three Months Ended | FROM INCEPTION (MARCH 19, 1999) THROUGH MARCH 31, 2005 | |||||
March 31, 2005 | March 31, 2004 | ||||||
OPERATING ACTIVITIES | |||||||
Net Income / (Loss) | $ | 15,727 | $ | (20,000) | $ | (3,706,543) | |
Adjustment to reconcile net income (loss) to net cash provided (used) by operating activities | |||||||
Interest expense contributed | 0 | 0 | 23,022 | ||||
Loss on write down of assets | 0 | 0 | 224,136 | ||||
Depreciation and amortization | 0 | 0 | 242,744 | ||||
Changes in assets and liabilities: | |||||||
Intangible and other assets | $ | 0 | $ | 0 | $ | (125,903) | |
Accounts payable and accruals | (2,114) | 20,000 | 506,615 | ||||
Payables-related parties | (231,295) | 0 | (425,079) | ||||
Income taxes | 0 | 0 | 0 | ||||
NET CASH (USED) BY OPERATING ACTIVITIES | $ | (217,682) | 0 | (3,261,008) | |||
FINANCING ACTIVITIES | |||||||
Issue of capital stock | $ | 3,978 | $ | 0 | $ | 26,178 | |
Cash of subsidiary | 0 | 0 | 1,152 | ||||
Additional paid in capital | 393,764 | 0 | 1,443,764 | ||||
Note payable-related corporations | (180,060) | 0 | 2,121,389 | ||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | $ | 217,682 | $ | 0 | $ | 3,592,483 | |
INVESTING ACTIVITIES | |||||||
Goodwill on acquisition of subsidiaries | 0 | 0 | (162,087) | ||||
Disposition of assets | 0 | 0 | 52,606 | ||||
Acquisition of capital assets | 0 | 0 | (221,994) | ||||
NET CASH (USED) BY INVESTING ACTIVITIES | 0 | 0 | (331,475) | ||||
INCREASE IN CASH AND CASH EQUIVALENTS | 0 | 0 | 0 | ||||
Cash and cash equivalents at beginning of Period | 0 | 0 | 0 | ||||
CASH & CASH EQUIVALENTS AT END OF PERIOD | $ | 0 | $ | 0 | $ | 0 | |
The accompanying notes are an integral part of these consolidated financial statements.
F-3
CHINA TITANIUM & CHEMICAL CORP.
(A Development Stage Company)
Statements of Cash Flow (Continued)
Unaudited
Three Months Ended | FROM INCEPTION (MARCH 19, 1999) THROUGH March 31, 2005 | |||||
March 31, 2005 | March 31, 2004 | |||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||
Cash paid during the period for: | ||||||
Interest | $ | 0 | $ | 0 | $ | 125,166 |
Income taxes | $ | 0 | $ | 0 | $ | 1,493 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||
Issuance of 54,500 shares upon reorganization | $ | 0 | $ | 0 | $ | 5,450 |
Issuance of shares to retire debt | $ | 397,742 | $ | 0 | $ | 2,376,294 |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
CHINA TITANIUM & CHEMICAL CORP.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2005
1. ORGANIZATION AND BUSINESS ACTIVITIES
China Titanium and Chemical Corp. was originally incorporated with the name Arrow Management Inc. under the laws of the State of Nevada on January 14, 1988. On September 30, 1993, Arrow issued 52,507 shares of its common stock to acquire 99.45% of the outstanding stock of Panorama, an affiliated company. The transaction was accounted for under the pooling-of-interests method of accounting, thus, the financial statements were restated as if the Companies had been consolidated for all periods presented. In December 1996, Arrow cancelled 3,500 shares of its common stock held for issuance to a shareholder of Panorama. As a result of this transaction, Arrow's ownership of Panorama was reduced from 99.45% to 90.73%. On November 19, 1999, Arrow exchanged its interest in Panorama for 30,947 sh ares held as treasury stock. At approximately the same time, Arrow entered into a plan of reorganization with W-Waves USA, Inc. (W-Waves) (a Delaware corporation) to issue the 30,947 shares of treasury stock and an additional 54,500 previously un-issued shares to acquire 100% of the outstanding stock of W-Waves.
The transaction was accounted for as a reverse acquisition. On October 21, 1999, Arrow filed a Certificate of Name Change with the State of Nevada changing its name to W-Waves USA, Inc. On
August 27, 2004, W-Waves USA, Inc. filed a Certificate of Name Change with the State of Nevada changing its name to China Titanium & Chemical Corp. (the “Company”). The Company also effected a reverse split of its shares on the basis of one share for each 100 shares issued on August 27, 2004 and increased its authorized capital to 100,000,000 common shares.
As of September 2003, the Company and its subsidiaries ceased operations relating to the marketing of its technologies and products in the audio industry and as of the year ended December 31, 2004, the Company had divested itself of all of its subsidiaries.
On October 7, 2004, the Company entered into a share exchange agreement with China Titanium & Chemical Corp., a private Bahamian company. Under the terms of the share exchange agreement, the Company is responsible to raise certain funding to finalize the transaction. The Company is in default under the terms of the share exchange agreement but has verbally agreed to extend the date for closing at this time. There can be no assurance that the Company will be able to conclude this acquisition.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
The Company recognizes revenue when received.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with original maturities of less than three months to be cash equivalents.
Comprehensive Income
Since 1999, the Company adopted Statement of Financial Accounting Standard ("SFAS") No. 130, "Reporting Comprehensive Income". This statement establishes rules for the reporting of comprehensive income and its components. The adoption of SFAS No.130 had no significant impact on total stockholders’ deficit as of March 31, 2005.
F-5
CHINA TITANIUM & CHEMICAL CORP.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
For the Three Months Ended March 31, 2005
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
Income taxes are computed using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on the differences between the financial and tax base’s of assets and liabilities and are measured using the currently enacted tax rates and laws. Statement of Financial Accounting Standards No.109, requires recording a valuation allowance against deferred tax assets if based on the weight of available evidence, it is more likely than not that some or all of its deferred tax assets will not be realized.
Depreciation and Amortization
Property and equipment are stated at cost. Depreciation is calculated on a diminishing balance basis over the estimated useful lives of the assets, generally five to seven years. Trademarks and patents are depreciated on a straight-line basis over a period of twenty years. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing the financial statements.
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net loss available to common stockholders by the weighted average number of shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted average number of common shares and common equivalent shares outstanding during the period. Common equivalent shares consist of shares issuable upon the exercise of stock warrants. At March 31, 2005, 2,162,392 warrants are outstanding. They have not been included in basic or diluted calculations as the effect is antidilutive, and due to the large exercise price, it is not expected that the warrants will ever be exercised. 111,792 warrants are exercisable at $60.00 per share and therefore it is not expected that these warrants will ever be exercised. The remaining 2,050,600 warrants are exercisable at $0.25 per share and these warrants may be exercised due to the lower price for exercise.
Allowance for Doubtful Accounts
The Company provides an allowance for uncollectible accounts which are doubtful of collection. The allowance is based upon management's periodic analysis of receivables, evaluation of current economic conditions and other pertinent factors. Ultimate losses may vary from current estimates and, as additions to the allowance become necessary, they are charged against earnings in the period they become known. Losses are charged and recoveries are credited to the allowance.
Impairment of Long-Lived Assets
The Company evaluates the recoverability of long-lived assets in accordance with "SFAS" No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed of". SFAS No.121 requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to such assets.
Advertising Costs
The Company recognizes advertising expenses in accordance with Statement of Position 93-7, "Reporting on Advertising Costs". As such, the Company expenses the cost of communicating advertising in the period in which the advertising space or airtime is used. There were no advertising costs for the periods ended March 31, 2005 and March 31, 2004.
F-6
CHINA TITANIUM & CHEMICAL CORP.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
For the Three Months Ended March 31, 2005
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and accounts receivable. Cash is deposited with high credit, quality financial institutions. Accounts receivable are typically unsecured and are derived from revenues earned from customers located throughout the United States. The Company performs ongoing credit evaluations of its customers and maintains reserves for potential credit losses; historically, such losses have been within management's expectations.
Fair Value of Financial Instruments
The Company's financial instruments, including cash, accounts receivable, accounts payable, notes payable and long-term obligations are carried at cost, which approximates their fair value because of the short-term maturity of these instruments.
Goodwill
Goodwill will be amortized on straight-line basis over the estimated life of the benefit of five years.
New Accounting Pronouncements
In December of 2002, the FASB issued SFAS 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - An Amendment of FASB Statement No. 123." SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, the statement amends the disclosure requirement of Statement No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.
In April, 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 149 is generally effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003.
In May, 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 establishes standards for how an issuer measures certain financial instruments with characteristics of both liabilities and equity and requires that an issuer classify a financial instrument within its scope as a liability (or asset in some circumstances). SFAS No. 150 was effective for financial statements entered into or modified after May 31, 2003 and otherwise was effective and adopted by the Company in 2003.
None of the above new pronouncements have current application to the Company, but may be applicable to the Company’s future financial reporting.
3. NOTE PAYABLE - RELATED CORPORATIONS
At March 31, 2005, the Company also owed $25,000 to a related party. This note bears no interest.
Previously, $152,399 was classified as owed to related parties. As a result of stock issuances during the quarter, the parties are no longer considered related because they cannot exercise significant control any longer.
4. COMMON STOCK
The Company is authorized to issue 100,000,000 shares of $.001 par value common stock. As of March 31, 2005 and 2004, the Company had 4,365,636 and 166,210 shares of common stock outstanding, respectively.
F-7
CHINA TITANIUM & CHEMICAL CORP.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
For the Three Months Ended March 31, 2005
4. COMMON STOCK (continued)
On August 27, 2004 the Company completed a reverse split of its common stock on the basis of 1 share for each 100 shares previously held and increased its authorized capital to 100,000,000. All share and per share amounts have been restated as if the split had taken place at the beginning of the earliest period presented.
On February 28, 2005, the Board of Directors approved the settlement of certain of the outstanding debts of the Company by way of the issuance of a total of 1,926,820 common shares at a deemed price of $0.10 per common share and the issuance of a total of 2,050,600 units, each unit consisting of one common share and a warrant to purchase an additional common share at $0.25 per share for a period of two years. The shares and the units were issued on March 3, 2005.
5. GOING-CONCERN
As of March 31, 2005, the Company has an accumulated deficit of $3,706,543and its current liabilities exceeded its current assets by $246,196. Those factors could create an uncertainty about the Company's ability to continue as a going concern.
Continuation of the Company as a going concern is dependent upon obtaining additional capital and ultimately, upon the Company's attaining profitable operations. The management of the Company intends to seek additional funding which will be utilized to fund additional product development and continue operations. The Company recognizes that, if it is unable to raise additional capital, it may find it necessary to substantially reduce or cease operations.
The Company is in the process of undertaking a secondary private offering of its common stock to raise working capital.
6. COMPARATIVE FIGURES
Certain comparative amounts of previous years have been restated in order to conform with the current year’s presentation of the financial statements.
F-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Plan of Operation
At present, China Titanium and Chemical Corp. (the “Company”) has no operations and it does not have sufficient cash and liquid assets to satisfy its cash requirements on a monthly basis. The Company has entered into a Share Exchange Agreement with a private Bahamian Corporation also known as China Titanium and Chemical Corp. (referred to herein as “CTCC”) whereby the Company would acquire CTCC’s 51% interest in a Chinese joint venture company. The owner of the remaining 49% interest in the joint venture company has agreed to assign ownership of an operating titanium plant to the joint venture company. However, the Share Exchange Agreement with CTCC is presently in default, and while the parties to the agreement have entered into a verbal agreement to extend the closing date until sufficient funds are raised to fund the Chinese joint venture as required under the Share Exchange Agreem ent, there is no assurance that this acquisition will conclude.
The Company has no finances with which to fund any ongoing operations. Any funds that the Company is currently raising from new investors is to fund the Share Exchange Agreement and are held in trust to be released by the Company only upon the Company having sufficient funds in place to conclude the Share Exchange Agreement. If the Company cannot conclude the terms of the Share Exchange Agreement then the funds raised must be returned to the subscribers. Presently the Company is relying on loans from existing shareholders in order to meet its expenses. There is no assurance that the Company will be successful in continuing to raise capital to fund its ongoing expenses or to satisfy its obligations under the Share Exchange Agreement with CTCC.
The Company anticipates it will require approximately $100,000 over the next twelve months to meet its expenses for legal, accounting and other expenses related to the closing of the Share Exchange Agreement or any expenses that may be required to source another acquisition should the Company not be able to complete the Share Exchange Agreement. As part of the Share Exchange Agreement, the Company is assuming the obligation to make the capital contributions to the joint venture and has agreed to make such contributions on the following terms: $5,000,000USD to be paid on the closing of the Share Exchange Agreement and the remaining balance of $10,231,458USD to be paid, on a best efforts basis, within three (3) months from the closing.
The Company has no operations but has commitments for capital expenditures of not less than $5,000,000 as of the date of this quarterly report in order to complete the terms of the Share Exchange Agreement. The Company cannot accurately state at this time whether it will be required to purchase any plant or equipment or have any significant changes in the number of employees. If, however, it is unable to complete the Share Exchange Agreement with CTCC, it does not anticipate making any such purchases or hiring any employees.
The Company had net income of $15,727 for the three month period ended March 31, 2005 as compared to a net loss of $20,000 as at March 31, 2004. The March 31, 2005 net income is related to the write off of debt in the amount of $44,613 as against general and administrative expenses of $28,886 as compared to the March 31, 2004 net loss which was related to $20,000 for general and administrative expenses.
Net current assets, as at March 31, 2005 was nil. The Company has no funds with which to carry on operations. As at March 31, 2005 the Company had a negative working capital of $246,196 and stockholders’ deficit of $3,706,543. The Company has no working capital to fund operations. The Company will be required to raise funds either by way of loans or equity to continue operations.
2
ITEM 3. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our President and acting Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Within 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our management, including our President and acting Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, our President and our acting Chief Financial Officer concluded that our disclosure controls and procedures are effective.
There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.
PART II – OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
Not Applicable
ITEM 2.
CHANGES IN SECURITIES
On February 28, 2005, the Board of Directors approved the settlement of certain of the outstanding debts of the Company by way of the two stock issuances, the issuance of a total of 1,926,820 shares of common stock at a deemed price of $0.10 per common share and the issuance of a total of 2,050,600 units, each unit consisting of one common share and a warrant to purchase an additional common share at $0.25 per share for a period of two years. The shares and the units were issued on March 3, 2005.
The shares were issued under the exemption from registration found under Regulation S promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the “Act”). These shares were issued in an offshore transaction since the offeree was not in the United States and the purchaser was outside the United States at the time of the purchase. Moreover, there were no directed selling efforts of any kind made in the United States. All documents used in connection with the offers and sales of the securities offshore included statements to the effect that the securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Act or an exemption therefrom is available and that hedging transactions involving those securities may not be conducted unless i n compliance with the Act. The offshore subscriber certified that he or it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration. The shares issued are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Act or an exemption therefrom and the Company is required to refuse to register any transfer that does not comply with such requirements.
ITEM 3.
DEFAULT UPON SENIOR SECURITIES
Not Applicable
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
3
ITEM 5.
OTHER INFORMATION
Not Applicable
ITEM 6.
EXHIBITS
Exhibits:
REGULATION S-B NUMBER | EXHIBIT | REFERENCE |
31.1 | Section 302 Certification- Principal Executive Officer and Principal Financial Officer | Filed herewith |
32.1 | Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
10.1 | Share Exchange Agreement dated October 15, 2004 between the Shareholders of China Titanium & Chemicals Corp., a Bahamian Corporation and the Company | Incorporated by reference to the Exhibits previously filed with the Company’s Current Report on Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2005 |
4
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CHINA TITANIUM & CHEMICAL CORP.
Date: May 19, 2005
By: /s/ Michel Bourbonnais
Name: Michel Bourbonnais
Title: President, principal executive officer and principal financial officer
5
