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 September 30, 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 No. 0-27929
ETERNAL TECHNOLOGIES GROUP, INC.
_________________________________________
(Exact name of registrant as specified in its charter)
Nevada 62-1655508
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Sect. D, 5/F, Block A. Innotech Tower,
235 Nanjing Rd. Heping District, Tianjin 300052
________________________________________
(Address of principal executive offices)
011-86-22-2721-7020
__________________
(Issuer's telephone number)
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 _
As of November 14, 2005, 39,683,407 shares of Common Stock of the issuer were
outstanding.
TABLE OF CONTENTS
ETERNAL TECHNOLOGIES GROUP, INC.
Part I. Financial Information
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets at September 30, 2005 (Unaudited ) and 3
December 31, 2004 (audited)
Unaudited Consolidated Statements of Operations for the three and nine
Months ended September 30, 2005 and 2004 4
Unaudited Consolidated Statements of Cash Flows for the nine months ended
September 30, 2005 and 2004 5
Notes to the Unaudited Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis or Plan of Operation 11
Item 3. Controls and Procedures 13
Part II. Other Information
Item 1. Legal Proceedings 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits 14
Signatures 15
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ETERNAL TECHNOLOGIES GROUP, INC.
CONSOLIDATED BALANCE SHEETS
September 30, 2005 and December 31, 2004
(Amounts in United States Dollars)
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
September 30, December 31,
2005 2004
------------------ ------------------
------------------ ------------------
ASSETS (Unaudited)
CURRENT ASSETS
Cash and Cash equivalents $ 24,164,917 $ 27,473,354
Accounts receivable 9,144,701 1,538,313
Inventories 374,845 621,307
Prepayments and deposits 617 602
------------------ ------------------
------------------ ------------------
Total current assets 33,685,080 29,633,578
FIXED ASSETS, net of accumulated depreciation of
$2,840,324 and $2,456,122 at September 30, 2005 and 6,921,188 5,904,050
December 31, 2004, respectively
LAND USE RIGHTS, net of accumulated amortization
of $1,241,660 and $1,055,361at September 30, 2005 and
December 31, 2004, respectively 4,869,758 4,944,639
------------------ ------------------
------------------ ------------------
Total assets $ 45,476,026 $ 40,482,265
================== ==================
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes Payable and convertible debt $ 716,495 $ 443,366
Accounts payable and accrued liabilities 1,569,280 1,526,595
Amounts due to related parties 413,190 272,465
------------------ ------------------
------------------ ------------------
Total current liabilities 2,698,965 2,242,426
------------------ ------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred shares - $0.001 par value, 5,000,000
authorized, none issued or outstanding - -
Common shares - $0.001 par value; 95,000,000
authorized; 30,679,630 shares issued and
outstanding 30,913 30,679
Additional paid - in capital 10,265,326 9,740,830
Subscription receivable -10,176 (10,176)
Retained earnings 31,496,500 28,478,506
----------------- ------------------
----------------- ------------------
Cumulative Translation Adjustment 994,498 -
----------------
----------------
Total stockholders' equity 42,777,061
38,239,839
------------------ ------------------
Total liabilities and stockholders' equity $ 45,476,025 $ 40,482,265
================== ==================
The accompanying notes are an integral part of these unaudited consolidated
condensed financial statements
3
ETERNAL TECHNOLOGIES GROUP, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
For the three months and nine months ended September 30, 2005 and 2004
(Amounts in United States Dollars)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
---------------------------- ----------------------------
----------------------------
September September 30, September 30, September
30, 30,
2005 2004 2005 2004
------------- -------------- -------------- -------------
------------- -------------- -------------- -------------
SALES $ 5,026,968 $ 9,074,651 $ 17,292,310 $ 15,215,483
COST OF SALES 3,512,402 5,764,096 12,576,696 9,714,594
------------- -------------- -------------- -------------
GROSS PROFIT 1,514,566 3,310,555 4,715,614 5,500,888
DEPRECIATION AND
AMORTIZATION 193,619 190,167 574,574 570,522
SELLING, AND
ADMINISTRATIVE EXPENSES 294,917 415,133 1,207,100 1,205,096
------------- -------------- -------------- -------------
----------------------------------------------------------
OTHER INCOME (EXPENSE)
Interest Income 42,278 28,765 139,206 83,615
------------- -------------- -------------- -------------
Interest expense - - -55,152 -
Impairment Loss - - - -53,517
----------- ------------ ------------ -----------
----------- ------------ ------------ -----------
NET INCOME BEFORE INCOME TAXES $ 1,068,308 $ 2,734,020 3,017,994 3,755,368
============= ============== ============== =============
INCOME TAXES - - - -
$ $
============= ============== ============== =============
============= ============== ============== =============
NET INCOME 1,068,308 2,734,020 3,017,994 3,755,368
============ ============ ===========
===============
EARNINGS PER SHARE
Basic and diluted 0.03 0.09 0.10 0.13
=========== ============ ============ ===========
=========== ============ ============ ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
Basic and diluted 30,733,058 29,337,381 30,696,630 29,362,380
=========== ============ ============ ===========
=========== ============ ============ ===========
The accompanying notes are an integral part of these unaudited
consolidated condensed financial statements.
4
ETERNAL TECHNOLOGIES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
(UNITED STATES DOLLARS)
September 30
-------------------------------------------------
2005 2004
-------------------- ---------------------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 3,017,994 $ 3,755,369
Depreciation and amortization 574,574 570,523
Beneficial feature of convertible notes 54,764
Stock issued for service 193,831 90,000
Impairment loss - 53,517
(Increase) decrease in assets:
Inventories 246,462 1,179,956
Accounts receivable (7,606,388) (5,371,626)
Other receivable - 125,577
Receivable from related company - 617,825
Prepayments and deposits (15) 1,214
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 261,053 604,625
Account payable to related parties 140,725 (131,350)
Account payable to related company - (205,957)
-------------------- ---------------------
Net cash provided by (used in) operating activities (3,117,004) 1,289,673
==================== =====================
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of fixed assets (1,516,830)
Cash received from property held for sale - 1,506,024
-------------------- ---------------------
Net cash provided by investing activities (1,516,830) 1,506,024
====================
=====================
CASH FLOW FROM FINANCING ACTIVITIES
Capital contributed 330,899 78,670
--------------------
Net cash provided by financing activities 330,899 78,670
==================== =====================
Effect of exchange rates on cash balances 994,498
NET INCREASE IN CASH AND CASH EQUIVALENTS (3,308,437) 2,901,567
==================== =====================
Cash and bank balances, beginning of period 27,473,354 16,302,464
-------------------- ---------------------
Cash and bank balance, at end of period $ 24,164,917 $ 19,204,031
==================== =====================
SUPPLEMENTARY CASH FLOWS DISCLOSURES
Interest paid - -
Tax paid - -
5
ETERNAL TECHNOLOGIES GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Background and Critical Accounting Policies
Eternal Technologies Group, Inc., ("Company"), formerly known as Waterford
Sterling Corporation, completed an acquisition of all the issued and outstanding
stock of Eternal Group Limited and Subsidiaries on December 12, 2002. The
Company treated the transaction as a reverse merger for accounting purposes.
Following the acquisition, the former shareholders of Eternal Technology Group
Limited, a British Virgin Islands limited liability company, controlled
approximately 85% of the issued and outstanding common shares of Eternal
Technologies Group Inc.
Eternal Phoenix Company Limited was incorporated in the British Virgin Islands
with limited liability on March 3, 2000. Pursuant to a resolution passed on
September 17, 2000 Eternal Phoenix Company Limited changed its name to ETERNAL
TECHNOLOGY GROUP LTD., ("Eternal"). Eternal is a holding company for investments
in operating companies.
Eternal acquired 100% of Willsley Company Limited ("Willsley"), a company
incorporated in the British Virgin Island with limited liability on May 16,
2000. Willsley's principal activity is investments and owns 100% interest in
Inner Mongolia Aershan Agriculture & Husbandry Technology Co., Ltd ("Aershan").
Aershan was incorporated in the People's Republic of China ("the PRC") with
limited liability on July 11, 2000 and its principal activities are to run a
breeding center, transplant embryos, and to propagate quality meat sheep and
other livestock breeds in Inner Mongolia.
Inventory
Livestock inventories that are purchased for embryo transplanting, resale, or
meat processing are recorded at historical cost. Estimated costs of raised
livestock prior to use for embryo transplanting, sale, or meat processing are
accumulated and capitalized as inventory at the balance sheet date. Embryo
inventories are recorded at historical cost. Inventories are measured at lower
of cost and net realizable value using the first-in first-out ("FIFO") or
weighted average cost formulas. The Company reviews its inventory quarterly to
identify slow moving, obsolete or otherwise impaired inventory. The
identification process includes historical performance of the inventory, current
operational plans for the inventory, as well as industry and customer specific
trends. If actual results differ from management expectations with respect to
the selling of inventories at amounts equal to or greater than their carrying
amounts, an adjustment to inventories would be made.
Land lease rights and amortization
Land lease rights in Mainland China were stated at the amount of the prepayment
less accumulated amortization. Amortization of land lease rights was calculated
on the straight-line basis over the term of the lease of approximately 25 years.
The land lease rights with respect to the Company's farm were originally
purchased from the Chinese government for $6,000,000 and such rights extend
through 2025. The farm is located in Wulagai Development Area in Inner Mongolia.
Foreign currency translation
The Company's reporting currency is the US$. The Company maintains no material
accounts in currency of the United States of America. One of the subsidiaries
maintain their books and accounts in the People's Republic of China currency,
which is called Renminbi ("RMB"). Translation of the financial statements of
amounts from RMB into US$ has been made at the single rate of exchange on
December 31, 2004 and 2003 of US 1.00: RMB 8.30 and on September 30, 2005 of
US100:RMB 8.10. No representation is made the RMB amounts could have been, or
could be, converted into US$ at that rate on December 31, 2004 or 2003 or at any
other date.
6
On January 1, 1994, the PRC government introduced a single rate of exchange as
quoted daily by the People's Bank of China (the "Unified Exchange Rate").
The quotation of the exchange rates does not imply free convertibility of RMB to
other foreign currencies. All foreign exchange transactions continue to take
place either through the Bank of China or other banks authorized to buy and sell
foreign currencies at the exchange rates quoted by the People's Bank of China.
Approval of foreign currency payments by the Bank of China or other institutions
requires submitting a payment application form together with invoices, shipping
documents and signed contracts.
Revenue recognition
In accordance with Staff Accounting Bulletin No. 104 (SAB 104), revenue from the
sale of livestock, embryos, and raw materials is recognized when persuasive
evidence of an arrangement exists; the price to the buyer is fixed or
determinable; the merchandise is delivered to the customer and title passes; and
collectibility is reasonably assured.
Stock-based compensation
Stock compensation expense for stock granted to non-employees has been
determined in accordance with Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" ("SFAS 123") and the Emerging
Task Force consensus in Issue No. 96-18, "Accounting for Equity Instruments that
are Issued to Other than Employees for Acquiring, or in conjunction with Selling
Goods or Services ("EITF 96-18"), as the fair value of the consideration
received or the fair value of the equity instruments issued, whichever is more
reliably measured.
Stock compensation expense for stock granted to employees has been determined in
accordance with SFAS 123.
Use of estimates
The preparation of consolidated financial statements requires management to make
estimates and assumptions that affect the amounts reported in the consolidated
financial statements and accompanying notes. Actual results could differ from
those estimates.
Recent accounting pronouncements
In November 2004, FASB issued SFAS No. 151, "Inventory Costs - An Amendment of
ARB No. 43, Chapter 4" (SFAS No. 151). SFAS No. 151 amends the guidance in ARB
No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal
amounts of idle facility expense, handling costs, and wasted material
(spoilage). Among other provisions, the new rule requires that items such as
idle facility expense, excessive spoilage, double freight, and rehandling costs
be recognized as current-period charges regardless of whether they meet the
criterion of "so abnormal" as stated in ARB No. 43. SFAS No. 151 is effective
for fiscal years beginning after September 15, 2005 and is required to be
adopted by the Company in the first quarter of fiscal 2006, beginning on January
1, 2006. The Company is currently evaluating the effect that the adoption of
SFAS No. 151 will have on its consolidated financial position, results of
operations and cash flows but do not expect SFAS No. 151 to have a material
impact
2. Condensed Financial Statements and Footnotes
The interim consolidated financial statements presented herein have been
prepared by the Company and include the unaudited accounts of the Company and
its subsidiaries. All significant inter-company accounts and transactions have
been eliminated in the consolidation.
These condensed financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and Item 310 (b) Regulation S-B. Certain
information and footnote disclosures normally included in financial statements
presented in accordance with generally accepted accounting principles have been
condensed or omitted. The Company believes the disclosures made are adequate to
make the information presented not misleading. The condensed consolidated
financial statements should be read in conjunction with the Company's
consolidated financial statements for the year ended December 31, 2004 and notes
thereto included in the Company's Form 10-KSB.
7
In the opinion of management, the unaudited consolidated condensed financial
statements reflect all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position of the Company
as of September 30, 2005, the results of operations for the three and six months
ended September 30, 2005 and 2004, respectively. Interim results are not
necessarily indicative of full year performance because of the impact of
seasonal and short-term variations.
3. Cash and Cash Equivalents
At September 30, 2005, the Company maintains bank accounts in the PRC of
approximately $21,329,840, and substantially the entire amount is to be
exclusively used for operations in the PRC.
4. Public Relations Agreement
On February 1, 2005, the Company entered into a six-month public relations
agreement with Empire Relations Group, Inc. (ERG). As consideration for public
relations services, the Company compensated ERG with 150,000 shares subject to
Rule 144. For the three-month period ended September 30, 2005, the Company
expensed $79,500 associated with this agreement.
5. Notes Payable
The Company's promissory notes payable are in default at September 30, 2005 and
the holder of the notes has filed suit for payment of the notes. The Company
believes it has meritorious defenses to the lawsuit related to the notes.
6. Income Taxes
The companies operate in several jurisdictions and may be subject to taxation in
those jurisdictions.
It is management's intention to reinvest all the income attributable to the
Company earned by its operations outside of the United States of America.
Accordingly, no United States corporate taxes have been provided in these
consolidated financial statements. The Company has a U.S. net operating loss
carry forward of approximately $2,285,000 expire in years between 2022 and 2025.
However a valuation allowance has been provided as management does not expect
the tax benefits to be realized. No other significant deferred assets or
liabilities existed at December 31, 2004. The Company's net operating loss carry
forwards may be subject to annual limitations, which could reduce or defer the
utilization of the losses as a result of an ownership change as defined in
section 382 of the Internal Revenue Code.
Under current law of the British Virgin Islands (BVI), any dividends and capital
gains arising from the Company's investments are not subject to income tax in
the British Virgin Islands.
Companies with operations in the Peoples Republic of China may be subject to
taxes for income therein. The Income Tax Law of the Peoples Republic of China
for Enterprises with Foreign Investment and Foreign Enterprises provide certain
exemptions from taxation. Under current PRC law, Aershan is exempt from taxation
as Aershan's operations currently benefit from a tax holiday. The tax holiday,
granted by Xilingol League, which is the local government, and the central PRC
government, commenced on the incorporation of Inner Mongolia Aershan Agriculture
and Husbandry Technology Co., Ltd., in July 2000. The Company has benefited from
this holiday since inception and anticipates that the holiday will extend
through July 2008.
The tax holiday resulted in tax savings that account for substantially the
entire difference between the income tax provision that would be expected using
United States federal statutory tax rates and the tax provision of zero for the
three and six months ended September 30, 2005 and 2004.
7. Contingencies
8
In conjunction with certain subscription agreements entered into during 2003,
the Company has agreed to register the shares issued under a Form SB-2
registration statement. There were penalties for not timely meeting filing and
effectiveness deadlines, and the Company received claims related to these
penalties. On May 24, 2005 the Company issued convertible notes, allowing for
conversion of the penalty to the Company's common stock, to the holders of the
subscription agreements who accepted settlement. One subscription agreement
holder elected to not accept a convertible note and is pursuing legal action as
discussed in Part II, Item 1.
The Company's operations are conducted in the PRC. Accordingly, the Company's
business, financial condition and results of operations may be influenced by the
political, economic and legal environments in the PRC, and by the general state
of the PRC economy.
The Company's operations in the PRC are subject to special considerations and
significant risks not typically associated with companies in North America and
Western Europe. These include risks associated with, among others, the
political, economic and legal environments and foreign currency exchange. The
Company's results may be adversely affected by changes in the political and
social conditions in the PRC, and by changes in governmental policies with
respect to laws and regulations, anti-inflationary measures, currency conversion
and remittance abroad, and rates and methods of taxation, among other things.
8. Related Party Transactions
During the three and six months ended the Company engaged in various
transactions with related parties as follows:
Three Months Ended Nine Months Ended
--------------------- ---------------------
---------------------
September 30, September 30,
2005 2005
--------------------- ---------------------
--------------------- ---------------------
$ 98,087 $ 441,298
Common stock sold by officers/
directors
directors with proceeds contributed
to the company for payment of
operating expenses
9
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company's business is seasonal. Accordingly, the results of operations for
the three and nine month periods ended September 30, 2005 are not indicative of
the results for any other quarter, period or for the fiscal year.
The following is derived from, and should be read in conjunction with, our
unaudited condensed consolidated financial statements, and related notes, as of
and for the three and nine months ended September 30, 2005 and 2004.
Three Months Ended September 30, 2005 Compared to the Three months Ended
September 30, 2004
Revenues -
Revenues for the three months ended September 30, 2005 decreased by $4,047,683
or 44.6% to $5,026,968 from $9,074,651 for the corresponding period of the prior
year. This decrease resulted from a decrease in the sale of lamb meat of
$2,877,600, in cattle embryo transfers of $1,518,951 and the sale of sheep of
$92,723 which was partially offset by an increase in sheep embryo transfers of
$441,609.
Cost of Sales -
Cost of sales for the three months ended September 30, 2005 decreased by
$2,251,681 to $3,512,402 from $5,764,096 for the corresponding period of the
prior year. This decrease resulted from a decrease in the costs of lamb meat of
$2,049,236 of cattle embryo transfers of $461,730 and sheep purchases of
$108,723 which was partially offset by an increase in sheep embryo transfer
costs of $368,008. The gross profit margin from the sale of mutton was 28.7%,
the gross profit (loss) margin from the sale of sheep was (17.3%) and the gross
profit margin on embryo transfers was 43.9%.
Depreciation and Amortization -
Depreciation and amortization expenses were essentially unchanged compared with
the corresponding period of the prior year, increasing by $3,452 to $193,619 for
the three months ended September 30, 2005 compared to the corresponding period
of the prior year. The increase resulted because of increased assets being
depreciated.
Selling and Administrative Expenses -
Selling and administrative expenses decreased by $120,216 or 28.9% to $294,917
from $415,133 for the corresponding period of the prior year. This decrease
resulted from a decrease in penalty expense of $93,878 and a decrease in
management expenses of $23,329 which was offset by small decreases in other
categories.
Other Income (Expense)
For the three months ended September 30, 2005 the company experienced an
increase in interest income of $13,513 or 46.9% to $42,278 from $28,765. The
increase is attributable to an increase in interest rates and the Company
keeping a larger percentage of it's cash in interest bearing accounts.
As a result of the foregoing, the company had net income of $1,068,308 or $.03
per share for the three months ended September 30, 2005 compared to net income
of $2,734,020 or $.09 per share for the corresponding period of the prior year.
Nine Months Ended September 30, 2005 As Compared to Nine Months Ended September
30, 2004.
Revenues
Revenues for the nine months ended September 30, 2005 increased by $2,076,828 or
13.6% to $17,292,310 from $15,215,482 for the corresponding period of the prior
year. This increase is attributable to an increase in cattle and sheep embryo
transplants of $2,128,056 and in roll mutton of $6,140,878 which was partially
offset by a decrease in the sale of lamb meat of $6,326,477.
10
Cost of Sales -
Cost of sales for the nine months ended September 30, 2005 increased by
$2,862,070 or 29.5% to $12,576,696 from $9,714,594 for the corresponding period
of the prior year. This increase resulted from an increase in the costs of
cattle embryo transfers of $2,177,574, of sheep embryos or $364,025 and roll
mutton of $4,622,992. The increase was partially offset by a corresponding
decrease in the cost of embryos of $5,600. The gross profit margin on the
transfer of cattle embryos was 30.6%, the gross profit margin from the sale of
mutton was 28.6% and the gross profit margin from the sale of roll mutton was
24.7%.
Depreciation and Amortization -
Depreciation and amortization expenses were essentially unchanged compared with
the corresponding period of the prior year increasing by $4,052 for the nine
months ended September 30, 2005 compared to the corresponding period of the
prior year. The increase resulted because of increased assets being depreciated.
Selling and Administrative Expenses -
Selling and administrative expenses increased by $2,004 for the nine months
ended September 30, 2005 to $1,207,100 virtually unchanged from the $1,205,096
for the corresponding period of the prior year. The increase was largely due to
an increase in marketing expense which was offset by reductions in office
salaries and professional fees.
Other Income (Expense)
For the nine months ended September 30, 2005 the company had interest income of
$139,206, an increase of $55,591 from the $83,615 for the corresponding period
of the prior year. The increase is attributable to an increase in interest rates
and the Company keeping a larger percentage of it's cash in interest bearing
accounts.
Interest expense was $55,152 for the nine months ended September 30, 2005, due
to the Company issuing convertible debentures with a beneficial conversion
feature to settle penalties for not timely meeting filing and effectiveness
deadlines for a registration statement. The interest expense relates to the
amortization of the beneficial conversion feature. There was no interest expense
for the corresponding period of 2004.
The Company recorded an impairment loss for the nine month period ended
September 30, 2004 of $53,517. There was no impairment loss recorded for the
nine month period ended September 30, 2005.
As a result of the foregoing, the Company had net income of $3,017,994 or $.10
per share for the nine months ended September 30, 2005 compared to net income of
$3,755,368 or $.13 per share for the corresponding period of the prior year.
Liquidity and Capital Resources
As of September 30, 2005, the Company had cash and cash equivalents of
$24,164,917 and working capital of $30,948,076. This compares with cash and cash
equivalents of $27,473,354 and working capital of $27,436,168 as of December 31,
2004.
Cash used in operating activities totaled $3,117,004 for the nine months ended
September 30, 2005. This compares with cash provided from operating activities
of $1,289,673 for the corresponding period of the prior year. This decrease
resulted from a decrease in net income of $737,376 and non-cash expenses of
$252,643 and changes to the current accounts which was partially offset by an
impairment loss in the prior year of $53,517 and other non cash-changes.
Cash used in investing activities totaled $1,272,108 during the nine months
ended September 30,2005 compared to $1,506,024 provided by investment activities
for the nine months ended September 30, 2004. All of the cash from investing
activities during the nine months ended September 30, 2004 was from the sale of
property. All of the cash used in investment activities during the nine months
ended September 30, 2005 was for the purchase of fixed assets.
11
Cash provided from financing activities for the nine months ended September 30,
2005, totaled $330,899 all from contributed capital. This compares with cash
provided from financing activities of $78,670 for the nine months ended
September 30, 2004, again all from contributed capital.
At September 30, 2005, the Company had notes payable of $443,366. These notes
are currently the subject of litigation where the Company is challenging their
validity.
Although the Company has a cash and bank balance of $21,329,840, it has all been
designated by management for expansion of its operations within the People's
Republic of China. Therefore, if the Company is to expand outside the PRC, as it
anticipates doing, or pay its non-PRC obligation, it will have to sell
additional shares of its stock or borrow funds from third parties. Unless it is
able to either borrow funds or sell additional shares, it will have insufficient
resources to carry out is business objectives outside the PRC for the next
twelve (12) months.
Item 3. Controls and Procedures
We strive to 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 SEC's rules and forms, and that such information is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer, as appropriate, to allow for timely decisions regarding
required disclosure. In designing and evaluating the disclosure controls and
procedures, management recognizes that any controls and procedures, no matter
how well designated and operated, can provide only reasonable assurance of
achieving the desired control objectives and management necessarily is required
to apply its judgment in evaluating the cost-benefit relationship of possible
controls. Our former independent accountants, Thomas Leger & Co. LLP conducted
audits of our financial statements for 2002, 2003 and 2004. In connection with
the issuance of its report of the independent registered public accounting firm,
Thomas Leger & Co. LLP reported to our Board of Directors two material
weaknesses under standards established by the Public Company Accounting
Oversight Board regarding some elements of our system of internal controls. They
noted the following material deficiencies:
(i) The Company lacked certain procedures and required expertise needed to
properly account for non-routine transactions (such as acquisitions of other
businesses) and preparation of its required financial statement disclosure in
accordance with U.S. G.A.A.P. and SEC rules and regulations.
(ii) The Company has restated its consolidated financial statements for the year
ended December 31, 2002 to reflect merger costs of $867,411 as post-acquisition
activity. This restatement adjustment is considered a material weakness over
financial reporting as defined by the PCAOB.
We have conducted a review of the errors requiring restatement, including a
separate review by our board of directors to determine what remedial measures
were necessary. We believe our management has taken or is in the process of
taking the steps necessary to correct the errors and avoid similar errors in the
future.
As required by SEC rule 13a-15(b) we conducted an evaluation, under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, the effectiveness of the design
and operation of our disclosure controls and procedures. Based upon that
evaluation, the Chief Executive Officer, Chief Financial Officer concluded that
our disclosure controls and procedures are effectively in timely alerting them
to material information relating to us (including our subsidiaries) required to
be included in our periodic SEC filings.
Other than the foregoing initiatives, there were no significant changes in our
internal controls or to our knowledge, in other factors that could significantly
affect such internal controls subsequent to the date of their evaluation.
12
While we have taken or are in the process of taking the foregoing steps in order
to address the adequacy of our disclosure controls and procedures, and, in
addition, to develop and implement a formal set of internal controls and
procedures for financial reporting in accordance with SEC's proposed rules to
adopt the internal control report requirements included in Section 404 of the
Sarbanes-Oxley Act of 2002, the efficiency of the steps we have taken to date
and the steps we are still in the process of completing is subject to continued
management review supported by confirmation and testing by our external
auditors. As a result, it is likely that additional changes will be made to our
internal controls.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
As of September 30, 2005, we were a party to two legal proceedings. The first is
a lawsuit brought by Limestreet Securities. This cause of action seeks payment
of $500,942 on two outstanding promissory notes plus accrued interest since July
11, 2004, attorney's fees, cost of collection and other court costs. This cause
of action was filed in Federal Court in the Eastern District of Louisiana. The
Company challenged the venue of this action and was granted a motion to transfer
for lack of jurisdiction/improper venue. The cause of action has now been
transferred to Federal Distirict Court for the Southern District of Texas in
Houston, Texas. The Company intends to challenge the validity of these notes.
The second cause of action was filed in State Court in New York City by Bristol
Investments Limited against the company and is seeking the payment of the
penalty due under their original investment for failure to have a registration
effective within a stated period of time. Bristol is currently seeking $53,000
in principal plus penalties, interest and attorney fees. Bristol has refused a
settlement offer of a convertible promissory note and continues to pursue the
litigation. While the Company acknowledges the principal, it believes that it
has valid defenses to the remaining claims for compensation.
As of November 14, 2005 we are not a party to any other pending litigation and
were not aware of any threatened litigation.
Item 2. Changes in Securities
During the three month period ended September 30, 2005 we issued 233,901 shares
of common stock all for the conversion of a portion of our outstanding
convertible notes.
Item. 3. Defaults Upon Senior Securities
None
Item 4. Submissions of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
31.1 Certification Pursuant to 18 U.S.C Section 1350, as adopted Pursuant
to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2 Certification Pursuant to 18 U.S.C Section 1350, as adopted Pursuant
to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1 Certification Pursuant to 18 U.S.C Section 1350, as adopted Pursuant
to Section 906 of the Sarbanes-Oxley
Act of 2002
32.2 Certification Pursuant to 18 U.S.C Section 1350, as adopted Pursuant
to Section 906 of the Sarbanes-Oxley
Act of 2002
13
Signature
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto authorized.
ETERNAL TECHNOLOGIES GROUP, INC.
/s/
-------------------------------------
November 14, 2005 Jiansheng Wei, Chief Executive Officer
/s/
November 14, 2005 -------------------------------------
Shen Zheng, Chief Financial Officer
14
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jiansheng Wei, certify that:
1. I have reviewed this Form 10-QSB of Eternal Technologies Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))**
for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
Date: November 14, 2005
_______________________
Jiansheng Wei
Chief Executive Officer
15
Exhibit 31.2
CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER PURSUNAT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Shen Zheng, certify that:
1. I have reviewed this Form 10-QSB of Eternal Technologies Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))**
for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
Date: November 14, 2005
_______________________
Shen Zheng
Chief Financial Officer
16
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
I, Jiansheng Wei, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Eternal Technologies Group, Inc. on Form 10-QSB for the quarterly
period ended September 30, 2005 fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and that information
contained in such Form 10-QSB fairly presents in all material respects the
financial condition and results of operations of Eternal Technologies Group,
Inc.
By: /s/
- ----------------------------
Name: Jiansheng Wei
Title: Chief Executive Officer
November 14, 2005
17
Exhibit 32.1
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
I, Shen Zheng, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of
Eternal Technologies Group, Inc. on Form 10-QSB for the quarterly period ended
September 30, 2005 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-QSB fairly presents in all material respects the financial
condition and results of operations of Eternal Technologies Group, Inc.
By: /s/
- ----------------------------
Name: Shen Zheng
Title: Chief Financial Officer
November 14, 2005