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, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
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Commission file number 0-25824
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NEW HARVEST CAPITAL CORPORATION
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(Exact name of small business issuer as specified in its charter)
Delaware 13-3334512
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(State or other jurisdiction of (IRS Employer)
incorporation or organization) Identification No.)
225 West 37th Street, New York, New York 10018
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(Address of Principal Executive Offices)
(212) 819-1066
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Registrant's telephone number, (including area code)
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(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, 2003, there were 128,559,999 shares of common stock, par
value $.0001 per share.
Transitional small business disclosure format (check one)
Yes [ ] No [X]
Page 1 of 15.
Exhibit Index is located on Page 10.
NEW HARVEST CAPITAL CORPORATION
INDEX
Page
Part I. Financial Information:
Item 1. Financial Statements.
Balance Sheets at January 31, 2003 and
April 30, 2002 3
Statements of Operations and Comprehensive
Income for the nine months ended
January 31, 2003 and 2002 4
Statements of Cash Flows for the
nine months ended January 31, 2003
and 2002 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation. 7-8
Item 3. Controls and Procedures 9
Part II. Other Information:
Item 6. Exhibits and Reports on Form 8-K. 10
Signature 11
Certifications 12-15
NEW HARVEST CAPITAL CORPORATION
(A Development Stage Corporation)
BALANCE SHEETS
(Unaudited)
ASSETS
January 31, April 30,
2003 2002
----------- -----------
Current assets:
Cash $170,904 $214,332
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Total assets $170,904 $214,332
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses and taxes payable $ - $ 16,654
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Total current liabilities - 16,654
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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 128,559,999
at January 31, 2003 and April
30, 2002 12,856 12,856
Additional paid-in capital 574,324 574,324
Retained (deficit) - prior to
development stage inception
Retained (deficit) - development
stage (314,120) (314,120)
Unrealized gain on securities
available-for-sale, net of taxes (102,156) (75,382)
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Total stockholders' equity 170,904 197,678
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$170,904 $214,332
======= =======
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,
2003 2002 2003 2002
---------- ---------- ---------- ----------
Revenues:
Interest $ 325 $ 6 $ 1,107 $ 25
---------- ---------- ---------- ----------
Costs and expenses:
General and adminis-
trative $ 4,886 $ 7,281 $ 27,881 $ 7,365
Management fee -
related party - 1,500 - 4,500
Realized loss on sale
Of securities - - - 100
---------- ---------- ---------- ----------
4,886 8,781 27,881 11,965
---------- ---------- ---------- ----------
(Loss) from operations (4,561) (8,775) (26,774) (11,940)
Provision for income taxes - - - -
---------- ---------- ---------- ----------
Net(Loss) (4,561) (8,775) (26,774) (11,940)
Other Comprehensive Income
Unrealized gain (loss) on
securities - 19,247 - 47,430
---------- ---------- ---------- ----------
Total Comprehensive Income
(loss) $ (4,561) $ 10,472 $ (26,774) $ 35,490
---------- ---------- ----------- ----------
Net (loss) per common
share $ - $ - $ - $ -
========== ========== =========== ==========
Weighted average
common shares
outstanding 128,599,999 88,999,999 128,599,999 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,
2003 2002
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Cash flows from operating
activities:
Net (loss) $ (26,774) $(11,940)
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 (16,654) (2,500)
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Net cash (used for) operating
activities (43,428) (14,340)
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Cash flows from investing activities
Proceeds from sale of securities - 9,500
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Cash flows from financing activities
Related party borrowing - 4,500
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(Decrease) in cash and cash equivalents (43,428) (340)
Cash and cash equivalents beginning
of year 214,332 3,063
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Cash and cash equivalents end of
period $170,904 $ 2,723
======= =======
See accompanying notes to financial statements.
NEW HARVEST CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1.
The balance sheets as of January 31, 2003 and April 31, 2002, the
statements of operations and comprehensive income for the nine
months ended January 31, 2003 and 2002 and the statements of cash
flows for the nine month periods ended January 31, 2003 and 2002
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, 2003 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, 2002 which was
filed with the Securities and Exchange Commission.
Note 2.
During the fiscal quarter ended July 31, 2001, the Company sold
10,000 shares of JLM Couture, Inc. to a related party at a price of
$1.60 per share, the fair market value thereof on the date of such
sale.
During the fiscal quarter ended April 30, 2002, the Company sold
68,740 shares of JLM Couture, Inc. to a related party at a price of
$2.355 per share, the fair market value thereof on the date of such
sale.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Results of Operations
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Liquidity and Capital Resources
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The Company had limited operations in both periods and lost $4,561
for the three months ended January 31, 2003 and $8,775 for the same
period in the prior year. It lost $26,774 for the nine months
ended January 31, 2003 and $11,940 for the same period in the prior
year.
Recent Accounting Pronouncements
- --------------------------------
In July 2002, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities" which addresses the recognition, measurement,
and reporting of costs associated with exit or disposal activities
and supersedes Emerging Issues Task Force issue ("EITF") No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs
Incurred in a Restructuring)." The principal difference between
SFAS No. 146 and EITF No. 94-3 is the requirement that a liability
for a cost associated with an exit or disposal activity be
recognized when the liability is incurred rather than at the date
an entity commits to an exit plan. A fundamental conclusion of SFAS
No. 146 is that an entity's commitment to a plan, by itself, does
not create an obligation that meets the definition of liability.
SFAS No. 146 also establishes that the initial measurement of a
liability be based on fair value. The provisions of this statement
are effective for exit or disposal activities that are initiated
after December 31, 2002, with early application encouraged. The
company does not believe that adoption of this pronouncement will
have a significant effect on the company's financial condition,
results of operations and cash flow.
In May 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13,
and Technical Corrections." The standard rescinds FASB Statements
No. 4 and 64 that deal with issues relating to the extinguishment
of debt. The standard also rescinds FASB Statement No. 44 that
deals with intangible assets of motor carriers. The standard
modifies SFAS No. 13, "Accounting for Leases," so that certain
capital lease modifications must be accounted for by lessees as
sale-lease back transactions. Additionally, the standard identifies
amendments that should have been made to previously existing
pronouncements and formally amends the appropriate pronouncements.
This statement is effective for fiscal years beginning after May
15, 2002. The company does not believe that adoption of this
pronouncement will have a significant effect on the company's
financial condition, results of operations and cash flow.
In August 2001, the Financial Accounting Standards Board issued
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-
Lived Assets," which addresses financial accounting and reporting
for the impairment or disposal of long-lived assets and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of." The Company adopted
SFAS No. 144 as of February 3, 2002 and the adoption did not have
a significant effect on the Company's financial condition, results
of operations and cash flow.
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 addressed financial
accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset
retirement costs. Under this Statement, obligations that meet the
definition of a liability will be recognized consistently with the
retirement of the associated tangible long-lived assets. This
Statement is effective for financial statements issued for fiscal
years beginning after June 15, 2002. The Company does not believe
that adoption of this pronouncement will have a significant effect
on the Company's financial condition, results of operations and
cash flow.
In July 2001, the Financial Accounting Standards Board issued SFAS
No. 142, "Goodwill and Other Intangible Assets," which is effective
for fiscal years beginning after December 15, 2001. SFAS No. 142
changes the accounting for goodwill from an amortization method to
an impairment only approach. The Company does not believe that
adoption of this pronouncement will have a significant effect on
the Company's financial condition, results of operations and cash
flow.
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.
Item 3. Controls and Procedures
Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's
Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon the evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective. There were no significant
changes in the Company's internal controls or in other factors that
could significantly affect these controls subsequent to the date of
their evaluation.
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 Certificate of Renewal and Revival of Certificate
of Incorporation of the Company filed with the
Delaware Secretary of State on August 3, 2000.
3.3 The Company's By-Laws are incorporated by reference
to Exhibit 6 of the Registration Statement.
99.1 Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
99.2 Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
(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 21, 2003
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph L. Murphy, certify that:
1. I have reviewed this quarterly report on Form 10-QSB
of New Harvest Capital Corporation;
2. Based on my knowledge, this quarterly 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 quarterly
report; and
3. Based on my knowledge, the financial statements, and
other financial information included in this quarterly report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and
for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:
(a) designed such disclosure controls and
procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days
prior to the filling date of this quarterly report (the "Evaluation
Date"); and
(c) presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I
have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board
of directors (or persons performing the equivalent functions):
(a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors
any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that
involves management or other employees who have a significant role
in the registrant's internal controls.
6. The registrant's other certifying officers and I
have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: March 21, 2003
/s/Joseph L. Murphy
---------------------------------
Name: Joseph L. Murphy
Title: Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph L. Murphy, certify that:
1. I have reviewed this quarterly report on Form 10-QSB
of New Harvest Capital Corporation;
2. Based on my knowledge, this quarterly 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 quarterly
report; and
3. Based on my knowledge, the financial statements, and
other financial information included in this quarterly report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and
for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:
(a) designed such disclosure controls and
procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days
prior to the filling date of this quarterly report (the "Evaluation
Date"); and
(c) presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I
have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board
of directors (or persons performing the equivalent functions):
(a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors
any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that
involves management or other employees who have a significant role
in the registrant's internal controls.
6. The registrant's other certifying officers and I
have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date: March 21, 2003
/s/Joseph L. Murphy
-----------------------------
Name: Joseph L. Murphy
Title: Chief Financial Officer
(Principal Financial Officer)