SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
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[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended July 31, 2005
[ ] 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 000-25824
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 (I.R.S. Employer
corporation or organization) Identification Number)
101 NE 3rd Avenue, Fort Lauderdale, Florida 33301
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (954) 763-1515
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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 [ ]
As of the close of business on September 13, 2005, there were 136,959,999 shares
of the Registrant's $.0001 par value per share Common Stock outstanding.
NEW HARVEST CAPITAL CORPORATION
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TABLE OF CONTENTS
PART I Financial Information Page
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Item 1. Financial Statements................................................... 3
Item 2. Management's Discussion and Analysis or
Plan of Operation...................................................... 8
Item 3. Controls and Procedures.............................................. 8
PART II Other Information
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Item 1. Legal Proceedings.................................................... 8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.......... 9
Item 3. Defaults Upon Senior Securities...................................... 9
Item 4. Submission of Matters to a Vote of Security Holders.................. 9
Item 5. Other Information.................................................... 9
Item 6. Exhibits............................................................. 9
Signature Page.................................................................... 10
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NEW HARVEST CAPITAL CORPORATION
BALANCE SHEET
July 31, 2005
2005
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(Unaudited)
ASSETS
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Current Assets
Cash and Cash Equivalents $ -
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TOTAL ASSETS $ -
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LIABILITIES & STOCKHOLDERS' EQUITY
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Current Liabilities
Accounts Payable and Accrued Expenses $ 1,800
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Total Current Liabilities 1,800
Stockholders' Equity
Preferred Stock - $.0001 par value, 5,000,000 shares
authorized; no shares issued and outstanding -
Common Stock - $.0001 par value, 300,000,000 shares
authorized; shares issued and outstanding 136,959,999 13,696
Additional Paid in Capital 592,984
Accumulated Deficit (608,480)
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Total Stockholders' Equity (1,800)
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ -
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The accompanying notes are an integral part of the financial statements.
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NEW HARVEST CAPITAL CORPORATION
STATEMENT OF OPERATIONS
For the Quarters Ended July 31, 2005 and 2004
2005 2004
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(Unaudited) (Unaudited)
Revenues
Interest $ - $ 150
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Operating Expenses
General & Administrative Expenses 139,556 3,000
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Total Operating Expenses 139,556 3,000
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Net Income (Loss) $ (139,556) $ (2,850)
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Net loss per weighted average number of
Common Shares $ - $ -
Weighted average number
of Common Shares outstanding 130,659,999 128,559,999
The accompanying notes are an integral part of the financial statements.
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NEW HARVEST CAPITAL CORPORATION
STATEMENT OF CASH FLOWS
For the Quarters Ended July 31, 2005 and 2004
2005 2004
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(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (139,556) $ (2,850)
Adjustments to Reconcile Income (Loss) to Net Cash
Provided (Used) for Operating Activities:
Changes in Assets and Liabilities:
Increase in accrued expenses - 3,000
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Net Cash Provided by (Used in) Operations (139,556) 150
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Net Increase (Decrease) in Cash (139,556) 150
Beginning Cash 139,556 149,428
Ending Cash $ - $ 149,578
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SCHEDULE OF NONCASH ACTIVITIES:
Common Stock Issued for Services $ -
The accompanying notes are an integral part of the financial statements.
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NEW HARVEST CAPITAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2005 and 2004
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
New Harvest Capital Corporation was organized under the laws of the state of
Delaware on August 29, 1985. The Company is currently engaged in the activity of
searching for and investigating business opportunities.
Basis of Accounting
The Company utilizes the accrual method of accounting, whereby revenue is
recognized when earned and expenses when incurred.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles 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.
Concentration of Risk
The cash balances are currently not in excess of Federal insured limits of $
100,000.
Income Taxes
The Company accounts for income taxes under the accrual method established by
Statement of Financial Accounting Standards (SFAS) No. 109, which requires
recognition of deferred tax assets and liabilities for the expected future tax
consequences and events that have been included in the financial statements or
tax returns. Under this method, deferred tax assets and liabilities are
determined based on assets and liabilities using enacted rates for the year in
which the differences are expected to reverse.
Stock Based Compensation
The Company has issued shares of its common stock for services rendered and
valued at estimated fair market value.
Earnings Per Share
Statement of Financial Accounting Standards No. 128, "Earnings Per Share", which
the Company adopted effective November 1, 1998, establishes standards for
computing and
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presenting earnings per share. The standard requires the presentation of basic
EPS and diluted EPS. Basic EPS is calculated by dividing income available to
common shareholders by the weighted average number of common shares outstanding
during the period.
Accounting Pronouncements
Management does not believe that any of the recently issued accounting
pronouncements will be applicable to the Company.
NOTE 2 - CAPITAL TRANSACTIONS
On June 1, 2005, pursuant to a Stock Purchase Agreement, Azur International,
Inc. acquired 68,960,000 shares of the Company's common stock. This constituted
approximately 50.4% of the Company's total issued and outstanding common shares.
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Item 2. Management's Discussion and Analysis or Plan of Operation
Results of Operations
Quarter Ended July 31, 2005 versus Quarter July 31, 2004
We had limited operations in both quarters and a loss of $139,556 for the
quarter ended July 31, 2005 versus $2,850 for the quarter ended July 31, 2004.
The loss during the current quarter was the result of our incurring legal fees
and other general and administrative expenses.
Item 3. Controls and Procedures.
Evaluation of Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our reports under the Securities
Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission, and that such information is accumulated and
communicated to our management to allow timely decisions regarding required
disclosure. Management necessarily applied its judgment in assessing the costs
and benefits of such controls and procedures, which, by their nature, can
provide only reasonable assurance regarding management's control objectives.
At the conclusion of the period ended July 31, 2005, we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chairman and Chief Executive Officer, President and General
Counsel, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based upon that evaluation, the Chairman and Chief
Executive Officer, President and General Counsel concluded that our disclosure
controls and procedures were effective in alerting them in a timely manner to
information relating to the Company required to be disclosed in this report but
adopted additional disclosure controls and procedures to improve the quality and
timeliness of disclosure during our transition from a private to a public
company.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
A 1 for 1,370 reverse split of the Company's common stock (the "Reverse
Split") was approved by the Board of Directors of the Company by unanimous
written consent signed during the period from June 24, 2005 to June 28, 2005.
The Reverse Split was approved by Azur International, Inc., a Nevada
corporation, the holder of a majority of the Company's outstanding shares of
common stock, on June 24, 2005. On July 11, 2005 the Company filed with the
Securities and Exchange Commission and thereafter disseminated to its
stockholders an information statement regarding the Reverse Split. The Reverse
Split was effectuated on August 9, 2005.
Item 5. Other Information
Item 6. Exhibits
(a) Exhibits
31.1- Certification of Chief Executive Officer pursuant to Rules 13a-14(a)
as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of
2202.
31.2- Certification of the Chief Financial Officer pursuant to Rules
13a-14(a) as adopted, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.1- Certification of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350 as adopted, pursuant to Section 906 of the Sarbanes-
OxleyAct of 2002.
32.2- Certification of the Principal Accounting Officer pursuant to 18
U.S.C. Section 1350 as adopted, pursuant to Section 906 of the
Sarbanes- OxleyAct of 2002.
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SIGNATURES
Pursuant to the requirements of the Securities 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)
Date: September 14, 2005 /s/ Donald Winfrey
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Donald Winfrey
President
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