UNITES STATES
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 January 31, 2002
OR
[ ] 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 0-25824
NEW HARVEST CAPITAL CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware 13-3334512
(State or other jurisdiction of (IRS Employer)
incorporation or organization) Identification No.)
225 West 37th Street, New York, New York 10018
(212) 819-1066
Registrant's telephone number, (including area code)
(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 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
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of
March 14, 2002, there were 128,559,599 shares of common stock,
par value $.0001 per share.
Transitional small business disclosure format (check one)
Yes No X
Page 1 of 10
There is no Exhibit Index.
NEW HARVEST CAPITAL CORPORATION
INDEX
Page
Part I. Financial Information:
Item 1. Financial Statements.
Balance Sheets at January 31, 2002 and
April 30, 2001 3
Statements of Operations and Comprehensive
Income for the nine months ended
January 31, 2002 and 2001 4
Statements of Cash Flows for the
nine months ended January 31, 2002
and 2001 5
Notes to Financial Statements 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation. 8
Part II. Other Information:
Item 6. Exhibits and Reports on Form 8-K. 9
Signature 10
NEW HARVEST CAPITAL CORPORATION
(A Development Stage Corporation)
BALANCE SHEETS
(Unaudited)
ASSETS
January 31, April 30,
2002 2001
Current assets:
Cash $ 2,723 $ 3,063
Due from related party 6,500 -
Total current assets 9,223 3,063
Other assets:
Securities available for sale 158,102 126,772
Total assets $167,325 $129,835
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses and taxes payable $ 11,440 $ 13,940
Due to related party 75,800 71,300
Total current liabilities 87,240 85,240
Stockholder's equity:
Preferred stock - $.0001 par value
authorized 5,000,000 shares; issued
and outstanding - none
Common stock - $.0001 par value,
authorized 300,000,000 shares:
issued and outstanding 88,999,999
at January 31, 2002 and April
30, 2001 8,900 8,900
Additional paid-in capital 442,980 442,980
Retained (deficit) - prior to
development stage inception (314,120) (314,120)
Retained (deficit) - development
stage (161,766) (149,826)
Unrealized gain on securities
available-for-sale, net of taxes 104,091 56,661
Total stockholders' equity 80,085 44,595
$167,325 $129,835
See accompanying notes to financial statements.
NEW HARVEST CAPITAL CORPORATION
(A Development Stage Corporation)
STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME
(Unaudited)
(Unaudited)
Three Months Ended Nine Months Ended
January 31, January 31,
2002 2001 2002 2001
Revenues:
Interest $ 6 $ - $ 25 $ -
Costs and expenses:
General and adminis-
trative $ 7,281 $ 39 $ 7,365 $ 10,380
Management fee -
related party 1,500 1,500 4,500 4,500
Realized loss on sale
Of securities - - 100 -
8,781 1,539 11,965 14,880
(Loss) from operations (8,775) (1,539) (11,940) (14,880)
Provision for income taxes - - - -
Net(Loss) (8,775) (1,539) (11,940) (14,880)
Other Comprehensive Income
Unrealized gain (loss) on
securities 19,247 (14,763) 47,430 (4,921)
Total Comprehensive Income
(loss) 10,472 (16,302) 35,490 (19,801)
Net (loss) per common
share $ - $ - $ - $ -
Weighted average
common shares
outstanding 88,999,999 88,999,999 88,999,999 88,999,999
See accompanying notes to financial statements.
NEW HARVEST CAPITAL CORPORATION
(A Development Stage Corporation)
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
January 31,
2002 2001
Cash flows from operating
activities:
Net (loss) $(11,940) $(14,880)
Adjustments to reconcile net
(loss) to net cash (used)
for operations:
Loss on securities sold 100 -
Changes in operating assets
and liabilities
Decrease in accrued expenses
and taxes payable (2,500) 14,250
Net cash (used for) operating
activities (14,340) (630)
Cash flows from investing activities
Proceeds from sale of securities 9,500 -
Cash flows from financing activities
Related party borrowing 4,500 500
(Decrease) in cash (340) (130)
Cash-beginning of year 3,063 234
Cash-end of period $ 2,723 $ 104
See accompanying notes to financial statements.
NEW HARVEST CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1.
The balance sheets as of January 31, 2002 and April 31, 2001, the
statements of operations and comprehensive income for the nine
months ended January 31, 2002 and 2001 and the statements of cash
flows for the nine month periods ended January 31, 2002 and 2001
have been prepared by the Company, without audit. In the opinion
of management, all adjustments necessary to present fairly the
financial position, results of operations and cash flows, as of
January 31, 2002 and for all periods presented have been made. The
results of operations are not necessarily indicative of the results
to be expected for the full year.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. It is suggested that
these financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's
Form 10-KSB for its fiscal year ended April 30, 2001 which was
filed with the Securities and Exchange Commission.
Note 2.
During the first six months of the current fiscal year, the Company
sold 10,000 shares of JLM Couture, Inc. ( JLM Common Stock") to Mr.
Joseph L. Murphy, President of the Company, at a price of $1.60 per
share (the Purchase Price"), the fair market value thereof on the
date of such sale. The proceeds of the sale are payable to the
Company at the rate of $2,000 per month. As of January 31, 2001,
$9,500 has been paid by the purchaser. See Note 3. Subsequent
Events. As of January 31, 2001, the Company owns 68,740 shares of
JLM Common Stock. See Note 3 Subsequent Events.
Note 3. Subsequent Events.
In February 2002, the Company sold its remaining 68,740 shares of
JLM Common Stock to JLM Couture, Inc. for $2.355 per share, or an
aggregate of $161,882.70. This was the average of the closing ask
price for the ten days prior to the sale and was approved by the
unanimous consent of the Board of Directors of the Company.
In February 2002, the Company issued 13,180,000 and 700,000 shares
of Common Stock of the Company, respectively, to Mr. Murphy, its
President and Mr. Jerrold Walkenfeld, for $69,300 and $3,500. For
Mr. Murphy, this represented $75,800 of management fees owed to him
NEW HARVEST CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 3. Subsequent Events (Continued).
by the Company offset by $6,500 of the Purchase Price that he owed
the Company. See note 2 above. For Mr. Walkenfeld, this
represented payment for accounting services rendered.
In March 2002, the Company completed a private offering of
24,000,000 shares of its Common Stock to raise working capital for
the Company, raising an aggregate of $60,000. Such offering was
made to five persons, including Daniel Sullivan, a director of the
Company, and Mr. Edward Murphy, the father of Mr. Joseph L. Murphy,
President of the Company. This offering was conducted pursuant to
Regulation D promulgated under the Securities Act of 1933 and was
unanimously approved by the Board of Directors of the Company.
The pro forma impact of these events on the Company's balance sheet
at January 31, 2002 is as set forth below:
Current assets:
Cash $ 224,606
Total assets $ 224,606
Current liabilities:
Accrued expenses and taxes payable $ 7,941
Stockholder's equity:
Common stock - $.0001 par value,
authorized 300,000,000 shares:
issued and outstanding 127,559,999 12,756
Additional paid-in capital 571,924
Retained deficit - prior to
development stage inception (314,120)
Retained deficit - development stage (53,895)
Total stockholders' equity 216,665
$ 224,606
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Results of Operations
Liquidity and Capital Resources
The Company had limited operations in both periods and lost $11,940
for the nine months ended January 31, 2002, and $14,880 for the
same period in the prior year.
Safe Harbor Statement
Statements which are not historical facts, including statements
about the Company's confidence and strategies and its expectations
about new and existing products, technologies and opportunities,
market and industry segment growth, demand and acceptance of new
and existing products are forward looking statements that involve
risks and uncertainties. These include, but are not limited to,
product demand and market acceptance risks; the impact of
competitive products and pricing; the results of financing efforts;
the loss of any significant customers of any business; the effect
of the Company's accounting policies; the effects of economic
conditions and trade, legal, social, and economic risks, such as
import, licensing, and trade restrictions; the results of the
Company's business plan and the impact on the Company of its
relationship with its lender.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
3.1 Articles of Incorporation of the Company, incorporated by
reference to Form S-18 Registration Statement No.
33-2034-NY (the "Registration Statement").
3.2 The Company's By-Laws are incorporated by reference to
Exhibit 6 of the Registration Statement.
(b) Reports on Form 8-K.
None.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
NEW HARVEST CAPITAL CORPORATION
Registrant
By:/s/Joseph L. Murphy
Joseph L. Murphy, President
(Duly authorized officer)
Dated: March 14, 2002