U.S. 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 March 31, 2007
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[ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the
Transition Period from ________ to ___________
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Commission file number: 333-76242
Eaton Laboratories, Inc.
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(Name of small business issuer in its charter)
Nevada 45-0487463
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1845 Sandstone Manor Unit #11, Pickering, ON L1W3X9 Canada
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(Address of principal executive offices)
(905) 697-4880
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(Issuer's telephone number)
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or 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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
Yes [ ] No [ ] N/A
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:
Number of shares of common stock outstanding as of May 18, 2007: 60,373,750
shares common stock
Number of shares of preferred stock outstanding as of May 18, 2007: None
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 3
Balance Sheet (unaudited)............................ 4
Statements of Operations (unaudited)................. 5
Statements of Cash Flows (unaudited)................. 6
Notes to Financial Statements........................ 7-9
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 10
Item 3. Controls and Procedures................................ 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 17
Item 2. Changes in Securities and Use of Proceeds............ 17
Item 3. Defaults upon Senior Securities...................... 17
Item 4. Submission of Matters to a Vote
of Security Holders................................. 17
Item 5. Other Information..................................... 17
Item 6. Exhibits and Reports on Form 8-K...................... 18
Signatures...................................................... 19
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
As prescribed by item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant
for the six months ended March 31, 2007. The financial statements
reflect all adjustments which are, in the opinion of management, necessary
to a fair statement of the results for the interim period presented. The
unaudited financial statements of registrant for the six months ended
March 31, 2007, follow.
3
Hydrogen Hybrid Technologies Inc.
(A Development Stage Company)
Balance Sheets
As at March 31, 2007 and September 30, 2006 (in US Dollars) (Unaudited)
=============================================================================
Balance Sheets
September 30
2006 2006
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Assets
Cash $ 44,080 $ 1,026,571
Accounts Receivable (Note 5) 489,075 -
Notes receivable 302,581 302,672
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835,736 1,329,243
Distribution Rights (Note 3) 4,254,100 4,254,100
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$ 5,089,836 $ 5,583,343
=========================================================================
Liabilities
Accounts payable and accrued liabilities $ 28,393 $ 1,496,284
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28,393 1,496,284
Stockholders' Equity
Common Stock, $0.001 par value, 80,000,000
shares authorized, 60,373,750, 30,000,000
shares issued and outstanding as of
3/31/07 and 09/30/06, respectively 60,373 82
Additional paid-in capital (60,373) -
Special Warrants Subscribed (Note 4) 5,305,585 4,267,973
Deficit, accumulated during development (261,838) (180,114)
Accumulated Other Comprehensive Loss 17,613 (882)
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5,061,441 4,087,059
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$ 5,089,835 5,583,343
========================================================================
See accompanying notes to financial statements.
4
Hydrogen Hybrid Technologies Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Three Months and Six Months Ended March 31, 2007 and 2006
and Cumulative since Inception(in US Dollars) (Unaudited)
=============================================================================
Statement of Operations
Cumulative
Three Months Ending Six Months Ending since
March 31, March 31, Inception
-------------------- ------------------ to Mar. 31
2007 2006 2007 2006 2007
---------- -------- --------- ------- -------------
Revenue $ 5,047 $ - $ 10,239 $ - $ 10,240
Expenses:
Consulting - Mgt. (6) 0 80,765 0 98,589
General and
administrative 115 0 2,666 0 31,333
Professional fees 8,532 0 8,532 0 142,156
---------- -------- --------- ------- ------------
Total expenses 8,641 0 91,963 0 272,078
---------- -------- --------- ------- -----------
$ (3,594) $ 0 $ (81,724) $ 0 $ (261,838)
========== ========= =========== ====== ============
Weighted average number of
common shares
outstanding - basic
and fully diluted 60,373,750 30,000,000 60,373,750 30,000,000
========== ========== ========== ==========
Net (loss) per
share - basic and
fully diluted $ (0.00) $ - $ (0.00) $ -
========== ========== ========== ==========
See accompanying notes to financial statements.
5
Hydrogen Hybrid Technologies Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Six Months Ended March 31, 2007 and 2006
and Cumulative since Inception (in US Dollars) (Unaudited)
=============================================================================
Statements of Cash Flows
Cumulative
Since
6 months 6 months Inception
ending ending to Mar. 31
Mar 31, 2007 Mar 31, 2006 2007
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Cash flows from operating activities:
Net loss $ (81,724) $ - $ (261,838)
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Changes in non-cash working capital items
Notes receivable 91 - (301,094)
Receivables (489,075) - (489,075)
Accounts payable and accrued
Liabilities 1,467,890 2,149 27,226
Other assets - (2,231) -
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(2,038,598) (82) (1,024,781)
Cash flows used in investing activities:
Increase in intellectual property
& other assets - - (4,233,200
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0 0 (4,233,200)
Cash flow from financing activities:
Issuance of capital stock 0 82 82
Issuance of share
subscription agreements 1,037,612 - 5,284,617
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Effect of foreign exchange
rate changes 18,495 - 17,362
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1,056,107 82 5,302,061
Increase (decrease) in cash
and cash equivalents (982,491) - 44,080
Cash at beginning of period 1,026,571 - 0
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Cash at end of period $ 44,080 $ 0 $ 44.080
======================================================================
Supplemental Disclosure:
Taxes paid - - -
Interest paid - - -
======================================================================
See accompanying notes to financial statements.
6
Hydrogen Hybrid Technologies Inc.
(A Development Stage Company)
Notes to Financial Statements
Quarters Ended March 31, 2007 and 2006
Note 1. Basis of Presentation
The accompanying interim financial statements of Hydrogen Hybrid Technologies
Inc. (the "Company") are unaudited and have been prepared in accordance with
Canadian generally accepted accounting principles ("GAAP") for interim financial
statements. Accordingly, they do not include certain disclosures normally
included in annual financial statements prepared in accordance with such
principles. These interim financial statements were prepared using the same
accounting policies as outlined in note 3 to the annual financial statements for
the year ended September 30, 2005 and 2006, and should be read in conjunction
with the audited financial statements for the year ended September 30, 2005 and
2006.
These interim financial statements do not materially differ from United States
generally accepted accounting principles ("US GAAP") for interim financial
statements.
In preparing these interim financial statements, management was required to make
estimates and assumptions that affect the amounts reported in the financial
statements and the accompanying notes. In the opinion of management, these
interim financial statements reflect all adjustments (which include only normal,
recurring adjustments) necessary to state fairly the results for the periods
presented. Actual results could differ from these estimates and the operating
results for the interim period presented is not necessarily indicative of the
results expected for the full year.
Note 2. Going concern
The Company's financial statements are prepared using the 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 has not commenced its planned principal
operations and it has not generated any revenues. In order to obtain the
necessary capital, the Company is seeking equity and/or debt financing. The
negative equity is the result of this activity and has been financed from the
equity raised to date. The negative working capital is a direct result of the
Distribution rights purchased from a related party and this position has been
rectified subsequent to the date of these financial statements. If the financing
does not provide sufficient capital, some of the Stockholders of the Company
have agreed to provide sufficient funds as a loan over the next twelve-month
period. However, the Company is dependent upon its ability to secure equity
and/or debt financing and there are no assurances that the Company will be
successful, without sufficient financing, it would be unlikely for the Company
to continue as a going concern.
7
Hydrogen Hybrid Technologies Inc.
(A Development Stage Company)
Notes to Financial Statements
Quarters Ended March 31, 2007 and 2006
Note 3. Distribution Rights
On January 18, 2005, the Company entered into a Distribution Agreement with
Canadian Hydrogen Energy Company, Ltd., a Canadian privately owned related
company, controlled by the same Stockholders of the Company granting the
Distribution Agreement. The Distribution Agreement includes the rights to sell
and distribute on-board hydrogen generating and injections systems for the OEM,
car and light truck markets globally. As compensation for the rights granted
under this agreement the company will pay a total of $4,254,100 in cash and
this agreement is effective only at such time as funds have been advanced.
During Q2, the final $424,706 was paid towards the distribution agreement
liability. With the full amount of $4,254,100 now been paid, the Company has
the right to begin distribution of the Hydrogen Fuel Injection system.
Note 4. Special Warrant Subscriptions
The Company completed its efforts to raise capital through the sale of Special
Warrants priced at $1.77 per unit. Total warrants sold as of Q2 closing are
2,989,450 units at a weighted average price of $1.77 per Special Warrant for an
aggregate of $5,305,585.
Note 5. Accounts Receivable
During the quarter the company forwarded a total of $467,448 to Canadian
Hydrogen Energy Company Limited (CHEC), the manufacturer of the Hydrogen Fuel
Injection cell. These funds are to be used to convert inventory for distribution
by HHT. The first units of CHEC's newest revision are expected to be ready for
distribution sometime in May of this year. The balance of the receivables,
$21,626 represents accrued subscriptions for 12,500 warrants.
Note 6. Subsequent Events
(i) Subsequent to Q2 reporting, on May 15, 2007, Rosseau Limited Partners,
one of the Subscribers to HHT, which had registered an action against HHT,
requesting the return of subscribed funds, has proposed a settlement to
HHT. This proposal comes prior to the court hearing of this matter which
is slated for early June 2007. The company is reviewing the proposal with
Legal council.
(ii) On March 30, 2007, the company entered into an agreement to complete a
reverse merger with Eaton Laboratories Inc., a publicly traded, over the
counter, Nevada Corporation. Eaton Laboratories is a pharmaceutical
development company with no revenues, at closing all of Eaton Laboratories
operations will be transferred to its subsidiary Basic Services, Inc., a
Nevada corporation which will be spun off immediately after closing. The
company will then be renamed Hydrogen Hybrid Technologies Inc.
8
Hydrogen Hybrid Technologies Inc.
(A Development Stage Company)
Notes to Financial Statements
Quarters Ended March 31, 2007 and 2006
Note 6. Subsequent Events (Continued)
(iii) Subsequent to Q2 reporting, on May 18, 2007, the company entered into an
agreement with Red Rock Trading Partners to locate equity based
financing. Red Rock is to locate venture capital groups which may
purchase shares of Hydrogen Hybrid Technologies Inc. as set prices in
the future as HHT requires. The agreement which is not binding and not
limiting HHT from any other financing arrangements which it may seek,
pays Red Rock as much as 3% fees for its efforts. The agreement is for a
total of 45 million US dollars and the fees are to be paid 50% in cash
and 50% in HHT shares.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
The Registrant was incorporated under the laws of the State of Nevada on
February 2, 2002, under the name Eaton Laboratories, Inc. As of the date of
this filing of this Form 10QSB, the Company is in the process of changing its
corporate name to Hydrogen Hybrid Technologies, Inc.
On March 30, 2007, Eaton Laboratories, a Nevada corporation, Eaton Laboratories
Acquisition Corporation, a Nevada corporation ("Merger Sub") and Hydrogen Hybrid
Technologies, Inc. ("HHT"), a privately-held Canadian corporation, entered into
a Acquisition Agreement and Plan of Merger pursuant to which the Registrant,
through its wholly-owned subsidiary, Merger Sub, acquired HHT in exchange for
49,500,000 shares of the Registrant's unregistered common stock which were
issued to the holders of HHT stock. The transaction contemplated by the
Agreement was intended to be a "tax-free" reorganization pursuant to the
provisions of Section 351 and 368(a)(1)(A) of the Internal Revenue Code of 1986,
as amended.
Pursuant to Rule 12g-3(g) of the General Rules and Regulations of the Securities
and Exchange Commission, HHT is the successor issuer to Eaton for reporting
purposes under the Securities Exchange Act of 1934, as amended (the "Act").
The purpose of this transaction was for HHT to succeed to the registration
status of Eaton under the Exchange Act pursuant to Rule 12g-3. Pursuant to
the Acquisition Agreement and Plan of Merger the Articles and By-laws of
Eaton become the Articles and By-Laws of the Surviving Corporation.
REGISTRANT'S BUSINESS
- ---------------------
Hydrogen Hybrid Technologies Inc. is engaged in the business of selling and
distributing of on-board hydrogen generating and injections systems for the
Original Equipment Manufacturer ("OEM"), car and light truck markets globally.
HHT has acquired the exclusive rights to market a proprietary patented
technology from a related company. In addition it holds non-exclusive rights
to distribute the product to other markets including the heavy goods vehicle
market (Commercial Transport Fleets).
The on-board hydrogen generating system strives to improve fuel consumption and
reduce pollution through the enhancement of the internal combustion process.
The technology consists of an on-board system which generates hydrogen and
oxygen by splitting distilled water. Once these gases are available they are not
stored but directly injected through the air intake of an internal combustion
engine. The result of the Hydrogen Fuel Injection system ("HFI") is a reduction
in pollution causing emission and an increase in fuel efficiency and overall
engine performance.
10
Hydrogen Fuel Injection ("HFI") system
- --------------------------------------
The science behind HFI is well documented. It has been known for some time
(since a 1974 paper by the Jet Propulsion Lab of the California Institute of
Technology) that the addition of hydrogen to fossil fuels, burned in internal
combustion engines, will increase the efficiency of that engine. This premise
has been validated by a number of papers published by the Society of Automotive
Engineers (SAE). The concept is valid with any fossil fuel (diesel, gasoline,
propane, natural gas) or bio-fuel (biodiesel, ethanol) though it is most
effective in diesel engines. Among other, more subtle effects, the faster flame
speed of hydrogen allows for a more complete burn of the fuel earlier in the
power cycle. Of course, electrolysis itself is well understood.
The HHT technology differs from its competitors in that it focuses on delivering
an engineering solution using these scientific principles that is reliable,
efficient, and cost-effective. As an integral part of the research and
development cycle, HHT delivers an HFI solution geared toward a specific
vertical market that has gone through an extensive field trial and testing
verification stage.
Product Highlights
- ------------------
A number of the product highlights offered by HHT's on-board hydrogen
generating and injections systems include:
o Reduce fuel consumption 5% to 30% depending on operating environment
o Reduce emissions from 30% to 80% (meets most 2010 emission requirements)
o Functional with any internal combustion engine and any fossil fuel
o Configurations are available for both 12 & 24 volt, plus 120 amp services
o Does not require additional power capabilities within current OEM vehicles
o Simple installation (many trained installers across N.A. - 4 hrs required)
o Leasing provides immediate positive cash flow for Heavy Vehicle Operators
o Product that reduces emissions while increasing cash flow
Business Strategy
- -----------------
While the HFI technology is initially an after-market device, HHT is actively
seeking Original Equipment Manufacturers (OEM) during the development and
testing phase to license the technology and incorporate it directly into their
engineering cycle. Eventually, with exhaust water re-capture technology, the
HFI system will be built seamlessly into internal combustion engines.
11
As HFI technology achieves greater acceptance and penetration in various
markets, HHT will continue to develop hydrogen solutions that meet ongoing
public requirements of emission reductions and energy economies. The HFI system
is positioned as a bridge technology to handle the transition to products that
would, ultimately, allow our society to cease using hydrocarbon fuels. It is
management's belief that the term "hybrid" could soon come to mean "hydrogen-
hydrocarbon" technologies.
HHT markets on-demand hydrogen-generating technology designed to increase the
efficiency of virtually any combustion process. The technology is based on a
patented Hydrogen Fuel Injection ("HFI") system, in which hydrogen and oxygen
are generated on demand via electrolysis and then introduced into the
combustion process. The HFI system draws power, 12V or 1 10V, and splits
distilled water to produce hydrogen and oxygen; then both gases are injected
directly into the air intake of the engine. In the engine, the hydrogen acts as
an initiator to promote more complete combustion. By converting more chemical
energy into mechanical energy, the engine operator is able to reduce fuel
consumption, plus the more complete combustion dramatically lowers exhaust
emissions (CO, PM, HC, NOx).
Marketing Strategies
- --------------------
Management plans to market their technology initially towards the Heavy Goods
Vehicle (HGV) market. HGVs are Class 7 and Class 8 heavy duty, long-haul trucks
(7.3 to 16 liters) that typically run on diesel. The HFI unit uses distilled
water, runs for 65 hours between fills, and incorporates a number of safety
features the most salient of which is the fact that no hydrogen is stored on-
board since it is generated only on-demand.
An on-board digital controller monitors the device and also allows for two-way
wireless connection, via satellite, along with full GPS capability. Software
updates and monitoring can be performed remotely. Additional revenue streams
might be possible by leveraging this communications ability as a complementary
business, both as a fleet management service and as a personal communications
service.
12
Results of Operations
- ---------------------
During the three month period ended March 31, 2007, the Company generate
$5,047 versus no revenues for the same period last year. During the six
month period ended March 31, 2007, the Company generate $10,235 versus no
revenues for the same period last year.
During the three months ended March 31, 2007, the Company had a net loss
of $(3,594) or $(0.0001) and compared to no expenses last year. During
the six months ended March 31, 2007, the Company had a net loss of
$(61,724) or $(0.003) and compared to no expenses last year. These
expenses represented consulting fees, general and administrative expenses
and professional fees. Since the Company's inception, the Company
experienced a net lost $(261,838).
Liquidity and Capital Resources
- -------------------------------
As of March 31, 2007, the Company's current assets exceeded its current
liabilities by $ 807,343.
As of March 31, 2007, the Company has 60,373,750 shares of common stock
issued and outstanding.
The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations.
These limitations have adversely affected the Company's ability to obtain
certain projects and pursue additional business. Without realization of
additional capital, it would be unlikely for the Company to continue as a
going concern. In order for the Company to remain a Going Concern it will
need to find additional capital. Additional working capital may be sought
through additional debt or equity private placements, additional notes
payable to banks or related parties (officers, directors or stockholders),
or from other available funding sources at market rates of interest, or a
combination of these. The ability to raise necessary financing will depend
on many factors, including the nature and prospects of any business to be
acquired and the economic and market conditions prevailing at the time
financing is sought. No assurances can be given that any necessary
financing can be obtained on terms favorable to the Company, or at all.
The Company has no material commitments for capital expenditures nor does
it foresee the need for such expenditures over the next year.
13
Market Information
- ------------------
Eaton Laboratories' common stock is traded on the NASD OTC-Bulletin Board
under the symbol "ETLB." There is a limited market for ETLB shares.
(a) Warrants outstanding: total warrants sold as of March 31, 2007 are
2,989,450 units at a weighted average price of $1.77 per Special Warrant for
an aggregate of $5,305,585.
(b) There is currently no common stock of the Company which could be sold
under Rule 144 under the Securities Act of 1933 as amended or that the
registrant has agreed to register for sale by security holders.
(c) The Company did not repurchase any of its shares during the quarter
covered by this report.
Dividends
- ---------
On or about April 12, 2007, Eaton Laboratories, Inc. announced the spin off of
its wholly owned subsidiary, Basic Services, Inc., a Nevada corporation. The
record shareholders of Eaton Laboratories as of the close of business on
April 24, 2007, received one (1) unregistered common share, par value
$0.001, of Basic Services, Inc. common stock for every share of Eaton
Laboratories common stock owned. The Basic Services stock dividend was be based
on 10,873,750 shares of Eaton Laboratories common stock that are issued and
outstanding as of the record date. The spin off did not include any stock
issued to the shareholders of Hydrogen Hybrid Technologies, Inc., who received
49,500,000 shares pursuant to the Acquisition and Plan of Merger with Eaton
Laboratories dated March 30, 2007. Following the issuance of the stock
dividend, Basic Services, Inc. had 10,873,750 common shares issued and
outstanding.
Eaton Laboratories retained no ownership in Basic Services following
the issuance of the stock dividend. Further, Basic Services is no longer a
subsidiary of Eaton Laboratories. Basic Services, Inc. is a non-reporting
private company owned by the same shareholders of Eaton Laboratories.
Holders of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. No dividends have been paid on our common stock, and we
do not anticipate paying any dividends on our common stock in the foreseeable
future.
14
Forward-Looking Statements
- --------------------------
This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things
as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of
the Company's business and operations, and other such matters are forward-
looking statements. These statements are based on certain assumptions and
analyses made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future developments as
well as other factors it believes are appropriate in the circumstances.
However, whether actual results or developments will conform with the
Company's expectations and predictions is subject to a number of risks and
uncertainties, general economic market and business conditions; the business
opportunities (or lack thereof) that may be presented to and pursued by the
Company; changes in laws or regulation; and other factors, most of which
are beyond the control of the Company.
This Form 10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations for its limited history; (ii) the Company's business and growth
strategies; and, (iii) the Company's financing plans. Investors are
cautioned that any such forward-looking statements are not guarantees of
future performance and involve significant risks and uncertainties, and that
actual results may differ materially from those projected in the forward-
looking statements as a result of various factors. Factors that could
adversely affect actual results and performance include, among others, the
Company's limited operating history, potential fluctuations in quarterly
operating results and expenses, government regulation, technological change
and competition.
Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated by the Company will be
realized or, even if substantially realized, that they will have the expected
consequence to or effects on the Company or its business or operations. The
Company assumes no obligations to update any such forward-looking statements.
15
Item 3. Controls and Procedures
As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based on this
evaluation, the principal executive officer and principal financial officer
concluded that the Company's disclosure controls and procedures are effective
to ensure that information required to be disclosed by the Company in reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. There was no change in the Company's
internal control over financial reporting during the Company's most recently
completed fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the Company's internal control over financial reporting.
16
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
Subsequent to Second Quarter reporting, on May 15, 2007, Rosseau Limited
Partners, one of the Subscribers to HHT, which had registered an action against
HHT, requesting the return of subscribed funds, has proposed a settlement to
HHT. This proposal comes prior to the court hearing of this matter which is
slated for early June 2007. The company is reviewing the proposal with Legal
council.
ITEM 2. Changes in Securities and Use of Proceeds
On March 30, 2007, in connection with the Acquisition Agreement and Plan of
Merger between Eaton Laboratories and Hydrogen Hybrid Technologies, Inc., the
Registrant issued 49,500,000 shares of unregistered common stock to the original
shareholders of Hydrogen Hybrid Technologies, Inc.
The Registrant relied upon Section 4(2) of the Securities Act for the issuance
of these shares. Section 4(2) was available because it did not involve a public
offering and there was no general solicitation or general advertising involved
in the issuance of these shares.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
During the quarter ended March 31, 2007, the majority shareholders and board
of directors approved an Acquisition Agreement and Plan of Merger pursuant to
which the Registrant, through its wholly-owned subsidiary, Merger Sub, acquired
Hydrogen Hybrid Technologies, Inc. in exchange for 49,500,000 shares of the
Registrant's unregistered common stock whereby Hydrogen Hybrid Technologies,
Inc. became the surviving Company. All of the shareholders and board of
directors of Hydrogen Hybrid Technologies, Inc. approved an Acquisition
Agreement and Plan of Merger. (See Current Report filed on Form 8-K, dated
March 30, 2007.)
ITEM 5. Other Information
On May 3, 2007, the Registrant filed with the Commission a Preliminary
Information on Schedule 14c to:
1. To increase the authorized capital of the Corporation from Eighty
Million (80,000,000) to One Hundred Eighty Million (180,000,000)
shares of common stock;
2. To reflect a forward Stock Split on the ratio of two new shares for
one old share; and
3. To reflect that the Corporation's name be changed to: Hydrogen Hybrid
Technologies, Inc.
17
ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit
Number Title of Document
----------------------------------------------------------------
31.1 Certifications of the President pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certifications of the Treasurer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certifications of President pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Certifications of Treasurer pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
b) Report(s) on Form 8-K
The Company filed a Current Report dated March 30, 2007, pursuant to Item 1.01
("Entry into a Material Definitive Agreement"); Item 2.01 ("Completion of
Acquisition or Disposition"); Item 3.02 ("Unregistered Sales of Equity
Securities") Item 5.01 ("Changes in Control of Registrant"); Item 5.02
("Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers"); Item 5.03 ("Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year"); Item 8.01 ("Other Events");
and Item 9.01 ("Financials Statements, Pro Forma Financial Information and
Exhibits ") entitled Acquisition Agreement and Plan of Merger with Hydrogen
Hybrid Technologies, Inc.
c) Subsequent Report(s) on Form 8-K
The Company filed a Current Report dated April 12, 2007, pursuant to Item 8.01
("Other Events"); entitled the spin off of the Company's subsidiary.
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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 hereunto duly authorized.
Eaton Laboratories, Inc.
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Registrant
By: /s/ Ira Lyons
--------------------------------
Name: Ira Lyons
Title: Preident/Director
Dated: May 18, 2006
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