UNITED 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 September 30, 2004
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ____________
000-49852
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Commission File Number
NORTON INDUSTRIES CORP.
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(Exact Name of Small Business Issuer as specified in its charter)
Delaware 04-3616479
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
80 Wall Street, Suite 818, New York, NY 10005
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(Address of principal executive offices)
(212) 809-1200
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(Issuer's telephone number)
N/A
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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 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 [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 5,000,000 shares of common
stock, $.0001 par value, as of November 8, 2004.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
Item 1. FINANCIAL STATEMENTS
NORTON INDUSTRIES CORPORATION
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
ASSETS
Sept. 30 Dec. 31
2004 2003
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Current Assets............................. $ 0 $ 0
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Total Current Assets .................... 0 0
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Other Assets............................... 0 0
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Total Other Assets ...................... 0 0
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Total Assets............................... $ 0 $ 0
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities........................ $ 0 $ 0
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Total Current Liabilities................ 0 0
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Stockholders' Equity
Preferred Stock, $.0001 Par Value, 20,000,000 Shares
authorized, No Share Issued and Outstanding 0 0
Common Stock, $.0001 Par Value, 80,000,000 Shares
authorized, 5,000,000 Shares Issued and Outstanding 500 500
Contributed Capital....................... 8,900 8,150
Deficit Accumulated During Development Stage (9,400) (8,650)
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Total Stockholders' Equity.............. 0 0
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Total Liabilities and Stockholders' Equity $ 0 $ 0
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The accompanying notes are an integral part of these financial statements.
NORTON INDUSTRIES CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Nine Months
Ended Sept. 30 Ended Sept. 30
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2004 2003 2004 2003
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REVENUE............................... $ - $ - $ - $ -
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EXPENSES
Administrative and general expenses 250 600 750 2,000
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TOTAL EXPENSES........................ 250 600 750 2,000
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NET LOSS.............................. $ (250) $ (600) $ (750) $(2,000)
=========== ========== =========== =========
Net Loss Per Share
- Basic and Diluted.................. $ 0.00 $ 0.00 $ 0.00 $ 0.00
========== ========= ========== =========
Weighted Average Number of Common
Shares Outstanding................... 5,000,000 5,000,000 5,000,000 5,000,000
========== ========== ========= =========
The accompanying notes are an integral part of these financial statements.
NORTON INDUSTRIES CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30, 2004 and 2003
(Unaudited)
2004 2003
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss...................................... $ (750) $ (2,000)
Adjustment to reconcile net loss to
net cash provided by operational activities
Net cash used in operating activities....... 0 0
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Net cash used by operating activities.......... (750) (2,000)
CASH FLOWS FROM INVESTING ACTIVITIES 0 0
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CASH FLOWS FROM FINANCING ACTIVITIES:
Contributed capital........................... 750 2,000
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Net cash provided by financing activities...... 750 2,000
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NET INCREASE (DECREASE)........................ $ 0 $ 0
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Cash, Beginning of period...................... $ 0 $ 0
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Cash, End of period............................ $ 0 $ 0
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The accompanying notes are an integral part of these financial statements
NORTON INDUSTRIES CORP.
(A DEVELOPMENT STAGE CORPORATION)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2004
1. Basis of Presentation.
The accompanying unaudited financial statements have been prepared in conformity
with generally accepted accounting principles in the United States and pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements,
prepared in accordance with generally accepted accounting principals, have been
condensed or omitted pursuant to such rules and regulations. The Company
believes that the disclosures in these financial statements are adequate and not
misleading.
In the opinion of management, the unaudited financial statements contain all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the Company's financial position, results of operations and
cash flows. The results for the quarter ended September 30, 2004 are not
necessarily indicative of the results for any future period.
2. Organization
Norton Industries Corp. (a development stage company) ("the Company") was
incorporated in the State of Delaware on March 8, 2002 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. To date, the Company
has not entered any agreement for a business combination with any specific
business entity.
3. Shareholders' Equity
Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred stock at
$.0001 par value, with such designation voting and other rights and preferences
as may be determined from time to time by the Board of Directors. As of
September 30, 2004, no preferred stock has been issued.
Common Stock and Contributed Capital
The Company is authorized to issue 80,000,000 shares of common stock at
$.0001 par value. At September 30, 2004, there were 5,000,000 shares of the
Company's common stock issued and outstanding. As to date all expenses
incurred or paid by the controlling shareholder on behalf of the Company
are recorded as contributed capital.
4. Related Party Transactions
Since inception the Company has not paid any compensation to any officer or
director of the Company and no significant time and efforts have either
incurred on the part of management.
All expenses incurred or paid by the controlling shareholder on behalf of the
Company to date have been recorded in the Company's statement of operations
with a related credit to contributed capital.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
The Company's plan is to seek, investigate, and if such investigation warrants,
consummate a merger or other business combination, purchase of assets or other
strategic transaction with a business entity desiring the perceived advantages
of becoming a publicly reporting corporation. To date, the Company has not
entered into agreement with any specific business or company for a business
combination. The Company will not restrict its search to any specific business,
industry, or geographical location, and may participate in business ventures of
virtually any kind or nature.
Results of Operation
For the three months ended September 30, 2004, the Company had conducted no
business, and had not generated any revenue from operations. The Company
incurred expenses of $250, primarily the expenses relating to the preparation
of the Company's filings with the SEC.
Liquidity and Capital Resources
At September 30, 2004, the Company had no cash and cash equivalents. All the
expenses incurred by the Company in the three months ended September 30, 2004,
approximately $250, were paid by the Company's controlling shareholder, who
agreed to pay, on behalf of the Company, all administrative expenses, including
legal and accounting fees incurred in conjunction with compliance with our on-
going reporting obligations under the Securities Exchange Act of 1934 without
repayment until the Company completes a business combination. Such payments will
be made without expectation of repayment. There is no minimum or maximum amount
the controlling shareholder will pay on behalf of the Company. The Company has
no current plans to raise funds, either debt or equity, from investors while it
is a blank check company, and the Company will not borrow any funds to make any
payments to its officer, director, or promoter.
ITEM 3. CONTROLS AND PROCEDURES
Management has evaluated the effectiveness of the Company's disclosure controls
and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the
Securities Exchange Act of 1934, as amended) as of the end of the period covered
by this annual report (the "Evaluation Date"). Based upon such evaluation,
management has concluded that, as of the Evaluation Date, the Company's
disclosure controls and procedures are effective in alerting the management on
a timely basis to material information relating to the Company required to be
included in the Company's reports filed or submitted under the Exchange Act.
There have not been any significant changes in the Company's internal controls
over financial reporting or in other factors that could have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
(b) Reports on Form 8-K: None
SIGNATURE
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.
NORTON INDUSTRIES CORP.
By:/s/ Jianjun Zhang
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Jianjun Zhang, President
(principal executive officer and principal accounting officer)
Date: November 8, 2004