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 June 30, 2003
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to _____________
Commission file number: 000-49853
__________________________________
EASTON TECHNOLOGIES CORP.
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(Exact Name of Small Business Issuer as specified in its charter)
Delaware 04-3616005
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
524 Westgate Drive, Edison, New Jersey 08820
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(Address of principal executive offices)
(908) 412-9210
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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 August 5, 2003: 5,000,000 shares of common stock,
$.0001 par value, as of the date of this Report.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
1
EASTON TECHNOLOGIES CORP.
FORM 10-QSB
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets
As of June 30, 2003 (Unaudited) and December 31, 2002................ 3
Statements of Operations
for the Three and Six Months Ended June 30, 2003 and 2002 (Unaudited). 4
Statements of Cash Flows
for the Six Months Ended June 30, 2003 and 2002(Unaudited)........... 5
Notes to Financial Statements (Unaudited).............................. 6
Item 2. Management's Discussion and Analysis or Plan of Operation.... 7
Item 3. Controls and Procedures...................................... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 8
Item 2. Changes in Securities....................................... 8
Item 3. Defaults Upon Senior Securities............................. 8
Item 4. Submission of Matters to a Vote of Security Holders......... 8
Item 5. Other Information........................................... 9
Item 6. Exhibits and Reports on Form 8-K............................ 9
SIGNATURES............................................................ 9
CERTIFICATION
2
EASTON TECHNOLOGIES CORPORATION
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
June 30 Dec. 31
2003 2002
--------- --------
ASSETS
Current Assets................................ $ 0 $ 0
-------- --------
Total Current Assets ........................ 0 0
-------- --------
Other Assets.................................. 0 0
-------- --------
Total Other Assets .......................... 0 0
-------- --------
Total Assets.................................. $ 0 $ 0
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities........................... $ 0 $ 0
-------- --------
Total Current Liabilities.................... 0 0
-------- --------
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 By Controlling Shareholder 6,750 5,350
Deficit Accumulated During Development Stage.. (7,250) (5,850)
-------- --------
Total Stockholders' Equity................... 0 0
-------- ---------
Total Liabilities And Stockholders' Equity.... $ 0 $ 0
========= =========
The accompanying notes are an integral part of these financial statements.
3
EASTON TECHNOLOGIES CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Three and Six Months Ended June 30, 2003 and 2002
(Unaudited)
Three Months Six Months
Ended June 30 Ended June 30
2003 2002 2003 2002
-------- -------- -------- -------
<s> <c> <c> <c> <c>
REVENUE................................ $ 0 $ 0 $ 0 $ 0
------- -------- -------- --------
EXPENSES
Administrative and general expenses.. 600 3,200 1,400 3,700
------- --------- -------- --------
TOTAL EXPENSES......................... 600 3,200 1,400 3,700
------- --------- -------- --------
NET LOSS............................... $ (600) $ (3,200) $ (1,400) $ (3,700)
======= ========= ========= =========
Net Loss Per Share
- Basic ............................. $(.0001) $ (.0006) $ (.0003) $ (.0007)
======== ========= ========= =========
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.
4
EASTON TECHNOLOGIES CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2003 and 2002
(Unaudited)
Six Months From March 8, 2002
Ended June 30 (inception) to
June 30, 2002
2003 2002
----------- ------------
<s> <c> <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss................................ $ (1,400) $ (3,700)
Adjustment to reconcile net loss to
net cash provided by operational activities
Net cash used in operating activities 0 0
--------- ---------
Net cash used by operating activities.... (1,400) (3,700)
CASH FLOWS FROM INVESTING ACTIVITIES..... 0 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributed capital by controlling shareholder 1,400 3,700
-------- ---------
Net cash provided by financing activities 1,400 3,700
--------- ---------
NET INCREASE (DECREASE).................. $ 0 $ 0
========= =========
Cash, Beginning of period................ $ 0 $ 0
========= =========
Cash, End of period...................... $ 0 $ 0
========= =========
The accompanying notes are an integral part of these financial statements.
5
EASTON TECHNOLOGIES CORP.
(A DEVELOPMENT STAGE CORPORATION)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2003
1. Basis of Presentation.
The accompanying unaudited financial statements of the Company 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 June 30, 2003
are not necessarily indicative of the results for any future period.
2. Organization
Easton Technologies 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. As to date
the Company has no agreement to enter into a business combination with any
specific business or company.
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 June 30, 2002, 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 June 30, 2003, 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.
The Company neither owns nor leases any real property. Office spaces are
currently provided at nominal charge by the Company's former controlling
shareholder at $100 per month.
All expenses incurred or paid by the controlling shareholder on behalf of
the Company to the date have been recorded in the Company's statement of
operations with a related credit to contributed capital.
6
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. On February 26, 2003,
Waywood Investment Limited, the sole shareholder of the Company, entered into
a Stock Purchase Agreement with Comp Asset International Limited, a British
Virgin Islands corporation ("Comp Asset International"), pursuant to which Comp
Asset International acquired 4,250,000 shares of the Company's common stock
wned by Waywood. As a result, Comp Asset International now owns 85% of the
Company's issued and outstanding common shares.
As to date the Company has no agreement to enter into a business combination
with any specific business or company. 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.
The Company will seek potential target company from all known sources and
anticipate that various prospective business opportunity will be brought to the
Company's attention from various non-affiliated sources, including securities
broker-dealers, investment bankers, venture capitalists, bankers, and other
members of the financial community.
The Company will incur certain expenses in implementing its business plan.
All costs have been and will be paid by the controlling shareholder of the
Company. Comp Asset International agreed, on behalf of the Company, to pay all
administrative expenses, including legal and accounting fees incurred in
conjunction with compliance with the Company's 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 unless the owner(s) of the business which the Company acquires,
or merges with, agree to repay all or a portion of such expenses. There is no
minimum or maximum amount Comp Asset International will pay on behalf of the
Company. The Company has no current plan 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, promoter, or
affiliates.
Liquidity and Capital Resources
At June 30, 2003, the Company had no cash and no other assets. From
March 8, 2002 (inception) to June 30, 2003, the Company had no commercial
operations and had no revenue. For the quarter ended June 30, 2003, the
Company incurred expenses of $600.
As discussed above, all on-going expenses of the Company will be paid by
Comp Asset International, the controlling shareholder of the Company. Comp
Asset International agreed, on behalf of the Company, to pay all administrative
expenses, including legal and accounting fees incurred in conjunction with
compliance with the Company's 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 unless the owner(s) of the business which the Company acquires, or
merges with, agree to repay all or a portion of such expenses. There is no
minimum or maximum amount Comp Asset International will pay on behalf of the
Company. The Company has no current plan 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, promoter, or
affiliates.
7
ITEM 3. CONTROLS AND PROCEDURES.
As required by Rule 13a-14(c) and 15d-14(c) under the Securities Exchange
Act of 1934 (the "Exchange Act"), the Company carried out an evaluation of
the effectiveness of the design and operation of its disclosure controls and
procedures within the 90 days prior to the filing date of this report. This
evaluation was carried out with the participation of our sole executive
officer. Based upon that evaluation, the sole officer of the Company concluded
that these disclosure controls and procedures are effective.
There have been no significant changes in our internal controls or in
other factors that could significantly affect internal controls subsequent to
the date we carried out our evaluation.
Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed our reports
filed or submitted under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management to allow timely decisions regarding
required disclosure.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
N/A.
Item 2. Changes in Securities
N/A.
Item 3. Defaults Upon Senior Securities
N/A.
Item 4. Submission of Matters to a Vote of Security Holders
N/A.
8
Item 5. Other Information
N/A.
Item 6. Exhibits and Reports on Form 8-K
Exhibit 99.1: Certification Pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
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.
EASTON TECHNOLOGIES CORP.
By: /s/ Jianjun Zhang
--------------------------
Jianjun Zhang, President
Date: August 6, 2003
9
CERTIFICATION
I, Jianjun Zhang, the president of Easton Technologies Corp., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Easton
Technologies Corp.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
/s/ Jianjun Zhang
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Jianjun Zhang, President
Date: August 6, 2003