UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2001
[ ] 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 0-30593
TONG AH GLOBAL VENTURES CORP.
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(Exact name of small business issuer as specified in its charter)
DELAWARE 23-3030111
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1422 CHESTNUT STREET, SUITE #410, PHILADELPHIA, PA 19102
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(Address of principal executive offices)
(215) 569-9175
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(Issuer's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the last 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:
Class Outstanding at June 30, 2001
Common Stock, par value $0.0001 10,000,000
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements - (Unaudited)
TONG AH GLOBAL VENTURES CORP.
(A Development Stage Company)
As of June 30, 2001
(Unaudited)
ASSETS
Cash $ -
TOTAL ASSETS $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $ -
STOCKHOLDERS' EQUITY
Preferred Stock, $.0001 par value, 5,000,000 shares
authorized, none issued and outstanding -
Common Stock, $.0001 par value, 20,000,000 shares
authorized, 10,000,000 issued and outstanding
see Note # 4 500
Additional paid-in capital 299
Deficit accumulated during development stage (799)
Total Stockholders' Equity -
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -
See accompanying notes to financial statements
TONG AH GLOBAL VENTURES CORP.
(A Development Stage Company)
Statement of Operations
(Unaudited)
For the For the For the For the December 7,
Six Months Six Months 3-Months 3-Months 1999
Ended Ended Ended Ended (Inception)
June 30, June 30, June 30, June 30, to June 30,
2001 2000 2001 2000 2001
Income $ - $ - $ - $ - $ -
Expenses
Organization expense - 299 - - 799
--------- --------- --------- --------- ---------
Total expenses - 299 - - 799
--------- --------- --------- --------- ---------
NET LOSS $ - $ (299) $ - $ - $ (799)
========= ========= ========= ========= =========
See accompanying notes to financial statements
TONG AH GLOBAL VENTURES CORP.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
January 1, 2001 January 1, 2000 December 7, 1999
to to (Inception) to
June 30, 2001 June 30, 2000 June 30, 2001
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ - $ (299) $ (799)
Adjustment to reconcile net
loss to net cash used by
operational activities
Capitalized expenses - 299 299
-------- -------- --------
Net cash used in operating
activities - - (500)
-------- -------- --------
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
-------- -------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of
common stock - - 500
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Net cash provided by
financing activities - - 500
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INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS - - -
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD - 500 -
-------- -------- --------
CASH AND CASH EQUIVALENTS
END OF PERIOD $ - $ 500 $ -
======== ======== ========
See accompanying notes to financial statements
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Tong Ah Global Ventures Corp. (a development stage company) ("the
Company") was incorporated in Delaware on December 7, 1999 to serve
as a vehicle to effect a merger, exchange of capital stock, asset
acquisition or other business combination with a domestic or foreign
private business. At June 30, 2001, the Company had not yet
commenced any formal business operations, and all activity to date
relates to the Company's formation and proposed fund raising. The
Company's fiscal year end is December 31.
The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business.
B. Use of Estimates
The preparation of the financial statements requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
C. Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers
all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.
D. Income Taxes
The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("Statement 109"). Under Statement
109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the
enactment date. There were no current or deferred income tax expense
or benefits due to the Company not having any material operations
for the period ending June 30, 2001.
NOTE 2 STOCKHOLDERS' EQUITY
A. Preferred Stock
The Company is authorized to issue 5,000,000 shares of preferred
stock at $.0001 par value, with such designations, voting and other
rights and preferences as may be determined from time to time by the
Board of Directors.
B. Common Stock
The Company is authorized to issue 20,000,000 shares of common
stock at $.0001 par value. The Company issued 10,000,000 shares of
its common stock to FS Capital Markets Group Inc. ("FSCMG") pursuant
to Rule 506 for an aggregate consideration of $500.
C. Additional Paid-In Capital
Additional paid-in capital at June 30, 2001 represents the fair
value of the amount of organization and professional costs incurred
by FSCMG on behalf of the Company. (See Note 3)
NOTE 3 TRANSACTIONS WITH RELATED PARTY
On December 29, 1999, the Company signed an agreement with FSCMG,
a related entity. The Agreement calls for FSCMG to provide the
following services, without reimbursement from the Company, until
the Company enters into a business combination as described in
Note 1A:
1. Preparation and filing of required documents with
the U.S. Securities and Exchange Commission.
2. Location and review of potential target companies.
3. Payment of all corporate, organizational, and
other costs incurred by the Company.
Subsequently on September 5, 2000, the Company entered into a
Mutual Termination Agreement with FSCMG to immediately terminate
the Agreement.
NOTE 4 FORWARD STOCK SPLIT
The Company declared a 2-for-1 share forward split on July 26,
2000 and is effective on this date. After giving effect to this
split, there are 10,000,000 shares outstanding.
Item 2. Management's Discussion and Analysis or Plan of
Operations.
The Company has registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The
Company files with the U.S. Securities and Exchange Commission
periodic and episodic reports under Rule 13(a) of the Exchange
Act, including quarterly reports on Form 10-QSB and annual reports
Form 10-KSB.
The Company was formed to engage in a merger with or acquisition
of an unidentified foreign or domestic private company which
desires to become a reporting company whose securities have been
registered under the Exchange Act. The Company may be deemed to
meet the definition of a "blank check" company contained in
Section (7)(b)(3) of the Securities Act of 1933, as amended.
Management believes that there are perceived benefits to being a
reporting company which may be attractive to foreign and domestic
private companies.
These benefits are commonly thought to include
(1) the ability to use securities to make acquisition of assets
or businesses;
(2) increased visibility in the financial community;
(3) the facilitation of borrowing from financial institutions;
(4) improved trading efficiency;
(5) the potential for shareholder liquidity;
(6) greater ease in subsequently raising capital;
(7) compensation of key employees through options for stock for
which there may be a public market;
(8) enhanced corporate image; and,
(9) a presence in the United States capital market.
A private company which may be interested in a business combination
with the Company may include
(1) a company for which a primary purpose of becoming a reporting
company is the use of its securities for the acquisition of
assets or businesses;
(2) a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of securities on
terms acceptable to it;
(3) a company which wishes to become a reporting company with less
dilution of its common stock than would occur normally upon an
underwriting;
(4) a company which believes that it will be able obtain investment
capital on more favorable terms after it has become a reporting
company;
(5) a foreign company which may wish an initial entry into the
United States securities market;
(6) a company seeking one or more of the other benefits believed to
attach to a reporting company.
The Company is authorized to enter into a definitive agreement with
a wide variety of private businesses without limitation as to their
industry or revenues. It is not possible at this time to predict
which private company, if any, the Company will enter into a
definitive agreement or what will be the industry, operating history,
revenues, future prospects or other characteristics of that company.
As of the date hereof, management has not made any final decision
concerning or entered into any final agreements for a business
combination. When any such final agreement is effected the Company
will file notice of such agreement or fact with the Securities and
Exchange Commission on Form 8-K. Persons reading this Form 10-QSB
are advised to see if the Company has subsequently filed a Form 8-K.
The Company does not intend to trade its securities in the secondary
market until completion of a business combination. It is anticipated
that following such occurrence the Company will take the steps
required to cause its common stock to be admitted to quotation on the
NASD OTC Bulletin Board or, if it then meets the financial and other
requirements thereof, on the Nasdaq SmallCap Market, National Market
System or regional or national exchange.
Readers are referred to the cautionary statement, which addresses
forward-looking statements.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
In connection with the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 (the "Reform Act"), the
Company is hereby providing cautionary statements identifying
important factors that could cause the Company's actual results to
differ materially from those projected in forward-looking statements
(as such term is defined in the Reform Act) made by or on behalf of
the Company herein or orally, whether in presentations, in response
to questions or otherwise. Any statements that express, or involve
discussions as to expectations, beliefs, plans, objectives,
assumptions or future events or performance (often, but not always,
through the use of words or phrases such as "will result", "are
expected to", "will continue", "is anticipated", "estimated",
"projection" and "outlook") are not historical facts and may be
forward-looking and, accordingly, such statements involve estimates,
assumptions, and uncertainties which could cause actual results to
differ materially from those expressed in the forward-looking
statements. Such uncertainties include, among other, the following:
(i) the Company's ability to obtain additional financing to
implement its business strategy; (ii) the financial condition of the
Company's clients; (iii) imposition of new regulatory requirements
affecting the Company; (iv) a downturn in general economic
conditions (v) the delay or failure to properly manage growth and
successfully integrate acquired companies and operations; (vi) lack
of geographic diversification; and (vii) other factors which are
described in further detail in the Company's filings with the
Securities and Exchange Commission.
The Company cautions that actual results or outcomes could differ
materially from those expressed in any forward-looking statements
made by or on behalf of the Company. Any forward-looking statement
speaks only as of the date on which such statement is made, and the
Company undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the
date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it
is not possible for management to predict all of such factors.
Further, management cannot assess the impact of each such factor on
the business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those
contained in any forward-looking statements.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during the
quarter.
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.
TONG AH GLOBAL VENTURES CORP.
(Registrant)
By: /s/ Michael C.W. Tay
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Michael C.W. Tay
President, Chief Executive Officer,
Treasurer and Director
Dated: August 16, 2001