U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC
FORM 10-QSB/A
|X| QUARTERLY REPORT PURSUANT SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007
|_| TRANSITION REPORT PURSUANT SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 000-51929
ESCO, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 20-3750479
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
10330 Regency Parkway Drive,
Suite 100 Omaha, NE 68114
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (402) 397-2200
No change
(Former name, former address and former fiscal year, if changed
since last report)
Facsimile number (402) 390-7137
Copies to:
William T. Foley, Esq.
Erickson & Sederstrom, P.C.
10330 Regency Parkway Drive
Omaha, NE 68114
(402) 390-7117
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 |_|
Check whether the issuer is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes |X| No |_|.
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 15,500 shares of Common Stock, par
value $ .0001 per share, outstanding as of November 12, 2007.
Transitional Small Business Disclosure Format (Check one): YES |_| NO |X|
Index
Part I -- FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements 4
Item 2. Management's Discussion and Analysis or Plan of Operation 10
Item 3. Controls and Procedures 10
Part II -- OTHER INFORMATION:
Item 1. Legal Proceedings 11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 11
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
ESCO, INC.
----------
(A Development Stage Company)
-----------------------------
BALANCE SHEET
-------------
(Unaudited)
September 30, December 31,
2007 2006
-------------- --------------
Assets:
Cash $ 2,912 $ 4,457
-------------- --------------
Total Assets $ 2,912 $ 4,457
============== ==============
Liabilities:
Accounts Payable $ -- $ --
-------------- --------------
Stockholders' Equity:
Preferred Stock, par value $.001,
Authorized 100,000,000 shares, Issued 0
shares at September 30, 2007 and December 31, 2006 -- --
Common Stock, par value $.001,
Authorized 1,000,000,000 shares, Issued 15,500 shares
at September 30, 2007 and December 31, 2006 16 16
Paid-In Capital 15,484 15,484
Deficit Accumulated During the Development Stage (12,588) (11,043)
-------------- --------------
Total Stockholders' Equity 2,912 4,457
-------------- --------------
Total Liabilities and Stockholders' Equity $ 2,912 $ 4,457
============== ==============
The accompanying notes are an integral part of these financial statements.
4
ESCO, INC.
----------
(A Development Stage Company)
-----------------------------
STATEMENTS OF OPERATIONS
------------------------
Cumulative
since
November 4,
2005
For the Three Months Ended For the Nine Months Ended inception of
September 30, September 30, development
2007 2006 2007 2006 stage
------------- ------------- ------------- ------------- -------------
Revenues: $ -- $ -- $ -- $ -- $ --
Expenses:
General & Administrative 15 15 1,545 45 12,588
------------- ------------- ------------- ------------- -------------
Net Loss $ (15) $ (15) $ (1,545) $ (45) $ (12,588)
============= ============= ============= ============= =============
Basic & Diluted Loss per Share $ -- $ -- $ (0.10) $ --
============= ============= ============= =============
Weighted Average Shares
Outstanding 15,500 15,500 15,500 15,500
============= ============= ============= =============
The accompanying notes are an integral part of these financial statements.
5
ESCO, INC.
----------
(A Development Stage Company)
-----------------------------
STATEMENTS OF CASH FLOWS
------------------------
Cumulative
since
November 4,
2005
For the Nine Months Ended inception of
September 30, development
2007 2006 stage
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (1,545) $ (45) $ (12,588)
Increase (Decrease) in Accounts Payable -- (7,963) --
------------- ------------- -------------
Net Cash Used in operating activities (1,545) (8,008) (12,588)
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by investing activities -- -- --
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common Stock Issued for Cash -- -- 15,500
------------- ------------- -------------
Net Cash Provided by Financing Activities -- -- 15,500
------------- ------------- -------------
Net (Decrease) Increase in
Cash and Cash Equivalents (1,545) (8,008) 2,912
Cash and Cash Equivalents
at Beginning of Period 4,457 15,480 --
------------- ------------- -------------
Cash and Cash Equivalents
at End of Period $ 2,912 $ 7,472 $ 2,912
============= ============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ -- $ -- $ --
Franchise and income taxes $ -- $ -- $ --
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: None
- ----------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
6
ESCO, INC.
----------
(A Development Stage Company)
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(Unaudited)
-----------
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------
This summary of accounting policies for ESCO, Inc. (a development stage company)
is presented to assist in understanding the Company's financial statements. The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.
Interim Financial Statements
The unaudited financial statements as of September 30, 2007 and for the nine (9)
months then ended, reflect, in the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to fairly state the
financial position and results of operations for the nine (9) months. Operating
results for interim periods are not necessarily indicative of the results which
can be expected for full years.
Nature of Operations and Going Concern
The accompanying financial statements have been prepared on the basis of
accounting principles applicable to a "going concern," which assume that ESCO,
Inc. (hereto referred to as the Company) will continue in operation for at least
one year and will be able to realize its assets and discharge its liabilities in
the normal course of operations.
Several conditions and events cast doubt about the Company's ability to continue
as a "going concern." The Company has incurred net losses of approximately
$12,588 for the period from November 4, 2005 (inception) to September 30, 2007,
has an accumulated deficit, has recurring losses, has no revenues and requires
additional financing in order to finance its business activities on an ongoing
basis. The Company's future capital requirements will depend on numerous factors
including, but not limited to, continued progress in finding a merger candidate
and the pursuit of business opportunities. The Company is actively pursuing
alternative financing and has had discussions with various third parties,
although no firm commitments have been obtained. Management believes that
actions presently being taken to revise the Company's operating and financial
requirements provide them with the opportunity to continue as a "going concern"
These financial statements do not reflect adjustments that would be necessary if
the Company were unable to continue as a "going concern." While management
believes that the actions already taken or planned, will mitigate the adverse
conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial statements, there can be
no assurance that these actions will be successful. If the Company were unable
to continue as a "going concern," then substantial adjustments would be
necessary to the carrying values of assets, the reported amounts of its
liabilities, the reported revenues and expenses, and the balance sheet
classifications used.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Nevada on November
4, 2005. The Company did not have any operating activities during the period
from its incorporation through September 30, 2007 and is in the development
stage.
7
ESCO, INC.
----------
(A Development Stage Company)
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(Unaudited)
----------
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------------------------------------------
(Continued)
- -----------
Nature of Business
The Company has no products or services as of September 30, 2007. The company
was organized as a vehicle to seek merger or acquisition candidates.
Financial Instruments
The Company's financial assets consist of cash. The Company has no financial
liabilities. Except as otherwise noted, it is management's opinion that the
Company is not exposed to significant interest or credit risks arising from
these financial instruments. The fair values of these financial instruments
approximate their carrying values due to the sort-term maturities of these
instruments.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents to the extent the funds are not being held for investment
purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles required 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.
Loss per Share
Basic income (loss) per share has been computed by dividing the income (loss)
for the year applicable to the common stockholders by the weighted average
number of common shares outstanding during the years. There were no common
equivalent shares outstanding at September 30, 2007 and 2006.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of credit risk
such as foreign exchange contracts, options contracts or other foreign hedging
arrangements.
8
ESCO, INC.
----------
(A Development Stage Company)
-----------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(Unaudited)
----------
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------------------------------------------
(Continued)
- -----------
Recent Accounting Standards
In September 2006, the FASB issued SFAS No. 157, "Accounting for Fair Value
Measurements." SFAS No. 157 defines fair value, and establishes a framework for
measuring fair value in generally accepted accounting principles and expands
disclosure about fair value measurements. SFAS No. 157 is effective for the
Company for financial statements issued subsequent to November 15, 2007. The
Company does not expect the new standard to have any material impact on the
financial position and results of operations.
The FASB has indicated it believes that SFAS 159 helps to mitigate this type of
accounting-induced volatility by enabling companies to report related assets and
liabilities at fair value, which would likely reduce the need for companies to
comply with detailed rules for hedge accounting. SFAS 159 also establishes
presentation and disclosure requirements designed to facilitate comparisons
between companies that choose different measurement attributes for similar types
of assets and liabilities.
SFAS 159 does not eliminate disclosure requirements included in other accounting
standards, including requirements for disclosures about fair value measurements
included in SFAS 157 and SFA No. 107, "Disclosures about Fair Value of Financial
Instruments." SFAS 159 is effective for the Company as of the beginning of
fiscal year 2009. The adoption of this pronouncement is not expected to have an
impact on the Company's financial position, results of operations or cash flows.
NOTE 2 - DEVELOPMENT STAGE COMPANY
- ----------------------------------
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage. The Company's financial statements are prepared using
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company does not have significant cash
or other material assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a going
concern. In the interim, shareholders of the Company have committed to meeting
its minimal operating expenses.
NOTE 3 - COMMITMENTS
- --------------------
As of September 30, 2007 corporate officers from either their homes or business
offices have conducted all activities of the Company. Currently, there are no
outstanding debts owed by the company for the use of these facilities and there
are no commitments for future use of the facilities.
NOTE 4 - COMMON STOCK TRANSACTIONS
- ----------------------------------
On November 29, 2005 the company issued 15,500 shares of common stock for $1.00
per share.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The Company incurred a net loss of $45.00 for the three months ended September
30, 2007 and $45.00 for the period ending September 30, 2006, respectively.
Combined with the fact that the Company has $2,912.00 in working capital as of
September 30, 2007, it is management's assertion that these circumstances may
hinder the Company's ability to continue as a going concern.
Plan of Operation. The Company has not realized any revenues from operations
since November 4, 2005 (inception), and its plan of operation for the next
twelve months shall be to continue its efforts to locate suitable acquisition
candidates. The Company can provide no assurance that it can continue to satisfy
its cash requirements for at least the next twelve months.
Liquidity and Capital Resources. As of September 30, 2007, the Company had
assets consisting of $2,912.00 in cash.
Results of Operations. The Company has not conducted any active operations since
inception, except for its efforts to locate suitable acquisition candidates. No
revenue has been generated by the Company from November 4, 2005 (inception) to
September 30, 2007. It is unlikely the Company will have any revenues unless it
is able to effect an acquisition, or merger with an operating company, of which
there can be no assurance.
ITEM 3. CONTROLS AND PROCEDURES.
Evaluation of disclosure controls and procedures.
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules, regulations and related forms, and
that such information is accumulated and communicated to the our principal
executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation
of our management, including our principal executive officer and principal
financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on this evaluation, our principal
executive officer and principal financial officer concluded that our disclosure
controls and procedures were effective.
Changes in internal controls.
There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls and procedures subsequent
to the date we completed our evaluation. Therefore, no corrective actions were
taken.
10
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. To the best knowledge of the officers and directors,
the Company is not a party to any legal proceeding or litigation.
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. None.
ITEM 5. OTHER INFORMATION. None.
ITEM 6. EXHIBITS.
Exhibit No. Description
- ----------- -----------
*3.1 Articles of Incorporation, as filed with the Nevada Secretary
State on November 4, 2005.
*3.2 By-Laws
31.1 Certification of the Company's Principal Executive Officer to
Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the
Quarterly Report on Form 10-QSB/A for the quarter ended September
30, 2007.
32.1 Certification of the Company's Principal Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
* Filed as an exhibit to the Company's Registration Statement on Form 10-SB, as
filed with the Securities and Exchange Commission on April 25, 2006, and
incorporated herein by this reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused the Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 12, 2007
ESCO, INC.
By: /s/ William T. Foley
-----------------------------
William T. Foley, President
11