UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
CHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2004
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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 13-3337553
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
c/o Kalin Levine Weinberg LLC, 494 Eighth Avenue, Suite 800, New
York, New York 10001
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(Address of Principal Executive Offices)
(212) 819-1066
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Issuer's telephone number
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(Former name, former address and former fiscal year, if changed
since last report)
As of December 18, 2004, there were 136,959,999 shares of common
stock, par value $.0001 per share, outstanding.
Transitional small business disclosure format (check one)
Yes [ ] No [ X ]
The Exhibit Index is located on Page 9
Page 1 of 10
NEW HARVEST CAPITAL CORPORATION
INDEX
Page
Part I. Financial Information: ----
Item 1. Financial Statements.
Condensed Balance Sheets at October 31, 2004 and
April 30, 2004 3
Condensed Statements of Operations for the three and
six months ended October 31, 2004 and 2003 4
Condensed Statements of Cash Flows for the
six months ended October 31, 2004 and 2003 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation. 7
Item 3. Controls and Procedures 7-8
Part II. Other Information:
Item 6. Exhibits and Reports on Form 8-K. 9
Signature 10
NEW HARVEST CAPITAL CORPORATION
CONDENSED BALANCE SHEETS (Unaudited)
PART I. FINANCIAL INFORMATION
ASSETS
October 31, April 30,
2004 2004
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(Unaudited)
Current assets:
Cash $ 142,764 $ 149,428
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Total assets $ 142,764 $ 149,428
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued expenses and
taxes payable $ 3,000 $ 22,500
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Total current liabilities 3,000 22,500
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Stockholders' equity
Preferred stock - $.0001 par value,
authorized 5,000,000 shares; issued
and outstanding - none - -
Common stock - $.0001 par value,
authorized 300,000,000 shares;
issued and outstanding 136,959,999
at October 31, 2004 and 128,559,999
at April 30, 2004; 13,696 12,856
Additional paid-in capital 592,984 574,324
Accumulated deficit (466,916) (460,252)
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Total stockholders' equity 139,764 126,928
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$ 142,764 $ 149,428
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See accompanying notes to condensed financial statements.
NEW HARVEST CAPITAL CORPORATION
CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2004 AND 2003
(Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
OCTOBER 31, OCTOBER 31,
2004 2003 2004 2003
----------- ---------- ----------- ----------
Revenues:
Interest $ 186 $ 204 $ 336 $ 338
----------- ----------- ----------- -----------
Costs and expenses:
General and administrative 4,000 5,340 7,000 14,479
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Net loss $ (3,814) $ (5,136) $ (6,664) $ (14,141)
=========== =========== =========== ==========
Net loss per weighted
average number of common
shares $ - $ - $ - $ -
=========== =========== =========== =========
Weighted average number of
common shares
outstanding 129,016,521 128,559,999 128,788,260 128,559,999
=========== =========== =========== ==========
See accompanying notes to condensed financial statements.
NEW HARVEST CAPITAL CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2004 AND 2003
(Unaudited)
SIX MONTHS ENDED
OCTOBER 31,
2004 2003
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Cash Flows from operating activities:
Net loss $ (6,664) $ (14,141)
Adjustments to reconcile net loss
to net cash used in operating activities:
Changes in operating assets and
liabilities:
Increase in accrued expenses - 4,100
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Net Cash used in Operating Activities
and net decrease in cash - (10,041)
Cash beginning of period 149,428 171,061
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Cash end of period $142,764 $161,020
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See accompanying notes to condensed financial statements.
NEW HARVEST CAPITAL CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1.
The condensed balance sheet as of October 31, 2004, the
condensed statements of operations for the three and six month
periods ended October 31, 2004 and 2003 and the condensed
statements of cash flows for the six month periods ended October
31, 2004 and 2003, 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 October 31, 2004 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, 2004,
which was filed with the Securities and Exchange Commission.
In August 2004, the Company issued 8,400,000 shares of Common
Stock to satisfy outstanding fees due for consulting and legal
services. The deemed fair value of the Company's common stock was
$0.0025 per share at the date of issuance.
The share payment of $19,500 was used to reduce the Company's
accounts payable to these vendors.
Item 2. Management's Discussion and Analysis or Plan of
Operations.
Results of Operations
The Company had limited operations in both periods and a loss
of $3,814 for the three months ended October 31, 2004 and $5,136
for the same period last year. The Company had a loss of $6,664
for the six months ended October 31, 2004 and $14,141 for the same
period last 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.
Item 3. Controls and Procedures.
The Company maintains "disclosure controls and procedures,"
as such term is defined in Rules 13a-15e and 15d-15e of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
that are designed to ensure that information required to be
disclosed in our reports, pursuant to the Exchange Act, 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 management,
including the Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding the required
disclosures. In designing and evaluating the disclosure controls
and procedures, management has recognized that any controls and
procedures, no matter how well designed and operated, can provide
only reasonable assurances of achieving the desired control
objectives, and management necessarily is required to apply its
judgment in evaluating the cost benefit relationship of possible
controls and procedures.
The Company's Chief Executive Officer and Chief Financial
Officer (its principal executive officer and principal financial
officer, respectively) has evaluated the effectiveness of its
"disclosure controls and procedures" as of the end of the period
covered by this Quarterly Report on Form 10-QSB. Based on their
evaluation, the principal executive officer and principal
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 the
controls were evaluated.
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 incorporated by reference to Exhibit 3.2 to
the Company's Quarterly Report on Form 10-QSB for
its fiscal quarter ended July 31, 2000.
3.3 The Company's By-Laws are incorporated by
reference to Exhibit 6 of the Registration
Statement.
31.1 Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 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.
(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
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Joseph L. Murphy, President
(Duly authorized officer)
Dated: December 15, 2004