Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________________
FORM
10-Q
_____________________
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x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended September 30, 2009
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the transition period from
______to______.
NewEra
Technology Development Co., Ltd.
(Exact
name of registrant as specified in the Charter)
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Nevada
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46-0522277
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification No.)
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25-1303
Dongjin City Suite
East
Dongshan Rd., Huaina, Anhui Province
P.R.C.
232001
(Address
of Principal Executive Offices) (Zip Code)
(011)
86-0554-6662183
(Registrants
Telephone number including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports),
and (2)has been subject to such filing requirements for the past 90
days.
Yes o No x
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes o No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
See definition of “accelerated filer” and “large accelerated filer”
in Rule 12b-2 of the Exchange Act (Check one):
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Large
accelerated filer
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¨
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Accelerated
filer
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¨
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Non-accelerated
filer
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¨
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Smaller
reporting company
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x
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(Do
not check if a smaller reporting company)
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Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes x No o
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of November 11, 2009: 1,000,000 shares of common stock.
NEWERA
TECHNOLOGY DEVELOPMENT CO., LTD.
FORM
10-Q
September
30, 2009
TABLE
OF CONTENTS
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PART
I— FINANCIAL INFORMATION
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Item
1.
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Financial
Statements
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1 |
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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2 |
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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5 |
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Item
4T.
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Controls
and Procedures
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5 |
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PART
II— OTHER INFORMATION
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Item
1.
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Legal
Proceedings
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5 |
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Item
1A.
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Risk
Factors
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5 |
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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5 |
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Item
3.
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Defaults
Upon Senior Securities
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6 |
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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6 |
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Item
5.
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Other
Information
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6 |
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Item
6.
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Exhibits
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6 |
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SIGNATURES
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PART
1 - FINANCIAL INFORMATION
Item
1. Financial Statements
NEWERA
TECHNOLOGY DEVELOPMENT CO., LTD.
(A
DEVELOPMENT STAGE COMPANY)
FINANCIAL
STATEMENTS
SEPTEMBER
30, 2009
(UNAUDITED)
1
Table of
Contents
| Page | |
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Financial
Statements
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Report
of Independent Registered Public Accounting Firm
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F-1 |
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Balance
Sheets
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F-2 |
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Statements
of Operations
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F-3 |
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Statements
of Cash Flows
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F-4 |
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Notes
to Financial Statements
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F-5 |
Report
of Independent Registered Public Accounting Firm
To the
Board of Directors and Stockholders
NewEra
Technology Development Co., Ltd.
(A
Development Stage Company)
We have reviewed the accompanying
balance sheet of NewEra Technology Development Co., Ltd. (a Nevada corporation
in the development stage) (the “Company”) as of September 30, 2009, and the
related statements of operations, and cash flows for the three months ended
September 30, 2009 and the period from April 17, 2009 (date of inception) to
September 30, 2009. These financial statements are the responsibility of the
Company’s management.
We conducted our reviews in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). A review of interim financial information consists principally of
applying analytical procedures and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an
audit conducted in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware
of any material modifications that should be made to the accompanying financial
statements referred to above for them to be in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 3 to the financial statements, the Company has no revenues
with which to support its cost of operations, and there are no guarantees that
the Company will be able to secure financing until a source of revenue can be
established. These conditions raise substantial doubt about its ability to
continue as a going concern. Management’s plans concerning these matters are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Parsippany,
New Jersey
November
11, 2009
F-1
NEWERA
TECHNOLOGY DEVELOPMENT CO., LTD.
(A
Development Stage Company)
Balance
Sheets
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September
30,
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June
30,
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|||||||
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2009
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2009
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|||||||
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(Unaudited)
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||||||||
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Assets
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||||||||
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Current
assets:
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||||||||
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Cash and cash
equivalents
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$ | 40,821 | $ | - | ||||
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Total current
assets
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40,821 | - | ||||||
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Total assets
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$ | 40,821 | $ | - | ||||
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Liabilities
and stockholders’ equity (deficit)
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||||||||
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Current
liabilities:
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||||||||
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Accounts payable and accrued
expenses
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$ | 38,500 | $ | 1,724 | ||||
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Due to shareholder
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50,000 | - | ||||||
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Total current
liabilities
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88,500 | 1,724 | ||||||
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Total liabilities
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88,500 | 1,724 | ||||||
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Stockholders’
equity (deficit):
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||||||||
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Preferred stock, $0.001 par
value, 10,000,000 shares authorized;
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||||||||
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no shares issued and
outstanding
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- | - | ||||||
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Common stock, $0.001 par value,
100,000,000 shares authorized;
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||||||||
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1,000,000 shares
issued and outstanding at September 30, 2009
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1,000 | - | ||||||
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Deficit accumulated during
development stage
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(48,679 | ) | (1,724 | ) | ||||
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Total stockholders’ equity
(deficit)
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(47,679 | ) | (1,724 | ) | ||||
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Total liabilities and
stockholders’ equity (deficit)
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$ | 40,821 | $ | - | ||||
The accompanying
notes are an integral part of these financial statements.
F-2
NEWERA
TECHNOLOGY DEVELOPMENT CO., LTD.
(A
Development Stage Company)
Statements
of Operations
(Unaudited)
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For
the Three Months
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Cumulative
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|||||||
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Ended
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Since | |||||||
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September 30, 2009
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Inception
at April 17, 2009 |
|||||||
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Revenue
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$ | - | $ | - | ||||
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Operating
expenses
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||||||||
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General and administrative
expenses
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46,955 | 48,679 | ||||||
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Total operating
expenses
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46,955 | 48,679 | ||||||
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Loss
from operations
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(46,955 | ) | (48,679 | ) | ||||
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Net
loss
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$ | (46,955 | ) | $ | (48,679 | ) | ||
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Earnings
(loss) per share
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||||||||
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Basic and diluted
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$ | (0.12 | ) | |||||
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Weighted
average number of common shares outstanding
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||||||||
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Basic and diluted
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391,304 | |||||||
The accompanying
notes are an integral part of these financial statements.
F-3
NEWERA
TECHNOLOGY DEVELOPMENT CO., LTD.
(A
Development Stage Company)
Statements
of Cash Flows
(Unaudited)
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For
the Three Months
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Cumulative
Since
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|||||||
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Ended
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Inception
at
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|||||||
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September 30, 2009
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April 17, 2009
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Cash
flows from operating activities:
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||||||||
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Net
loss
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$ | (46,955 | ) | $ | (48,679 | ) | ||
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Adjustments to reconcile net loss
to net cash
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||||||||
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used in operating activities:
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||||||||
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Share-based
payments
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1,000 | 1,000 | ||||||
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Changes in current assets and
current liabilities:
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||||||||
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Accounts
payable and accrued expenses
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36,776 | 38,500 | ||||||
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Total adjustments
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37,776 | 39,500 | ||||||
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Net cash used in operating
activities
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(9,179 | ) | (9,179 | ) | ||||
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Cash
flows from financing activities:
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||||||||
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Proceeds
from shareholder loan
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50,000 | 50,000 | ||||||
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Net
cash provided by financing activities
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50,000 | 50,000 | ||||||
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Net
increase in cash and cash equivalents
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40,821 | 40,821 | ||||||
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Cash
and cash equivalents –
beginning
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- | - | ||||||
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Cash
and cash equivalents –
ending
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$ | 40,821 | $ | 40,821 | ||||
The accompanying
notes are an integral part of these financial statements.
F-4
NEWERA
TECHNOLOGY DEVELOPMENT CO., LTD.
(A
Development Stage Company)
Notes
to Financial Statements
September
30, 2009
(Unaudited)
Note
1 - Organization and nature of Business
NewEra
Technology Development Co., Ltd. (the “Company”) was incorporated in the state
of Nevada on April 17, 2009, with an authorized capital of 100,000,000 shares of
common stock, par value of $0.001 per share, and 10,000,000 preferred stock, par
value of $0.001, for the purpose of seeking investment opportunities in the
People’s Republic of China (‘PRC”). The Company has selected June 30 as its
fiscal year end.
Note
2 - Summary of Significant Accounting Policies
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Basis
of Presentation
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The
accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles (GAAP) applicable to interim
financial information and the requirements of Form 10-Q and Rule 10-01 of
Regulation S-X of the Securities and Exchange Commission. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. Interim results are not necessarily indicative of results
for a full year. In the opinion of management, all adjustments considered
necessary for a fair presentation of the financial position and the results of
operations and cash flows for the interim periods have been
included.
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Interim
Financial Statements
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These
interim financial statements should be read in conjunction with the audited
financial statements for the period from April 17, 2009 (inception) through June
30, 2009, as not all disclosures required by generally accepted accounting
principles for annual financial statements are presented. The interim financial
statements follow the same accounting policies and methods of computations as
the audited financial statements for the period from April 17, 2009 (inception)
through June 30, 2009.
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Recent
Accounting Pronouncements
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On July
1, 2009, the Financial Accounting Standards Board (“FASB”) officially launched
the FASB Accounting Standards Codification (“ASC”), which has become the single
official source of authoritative nongovernmental U.S. GAAP, in addition to
guidance issued by the Securities and Exchange Commission. The ASC is designed
to simplify U.S. GAAP into a single, topically ordered structure. All guidance
contained in the ASC carries an equal level of authority. The ASC is effective
for all interim and annual periods ending after September 15, 2009. The
Company’s implementation of this guidance effective July 1, 2009 did not have a
material effect on the Company’s condensed financial
statements.
In April
2009, the FASB issued FASB Staff Positions FAS 115-2 and FAS 124-2, “Recognition
and Presentation of Other-Than-Temporary Impairments” (ASC Topic 320-10-65).
This update provides guidance for allocation of charges for other-than-temporary
impairments between earnings and other comprehensive income. It also revises
subsequent accounting for other-than-temporary impairments and expands required
disclosure. The update was effective for interim and annual periods ending after
June 15, 2009. The adoption of FAS 115-2 and FAS 124-2 (ASC Topic 320-10-65) did
not have a material impact on the results of operations and financial
condition.
F-5
NEWERA
TECHNOLOGY DEVELOPMENT CO., LTD.
(A
Development Stage Company)
Notes
to Financial Statements
September
30, 2009
(Unaudited)
Note
2 – Summary of Significant Accounting Policies (continued)
Recent
Accounting Pronouncements
In April
2009, the FASB issued FSP SFAS 107-1 and APB 28-1, “Interim Disclosures About
Fair Value of Financial Instruments” (ASC Topic 320-10-65). This update requires
fair value disclosures for financial instruments that are not currently
reflected on the balance sheet at fair value on a quarterly basis and is
effective for interim periods ending after June 15, 2009. The
Company’s financial instruments include cash and cash equivalents, accounts payable
and accrued expenses. At September 30, 2009 and June 30, 2009 the
carrying value of the Companies financial instruments approximated fair value,
due to their short term nature.
In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (ASC Topic 855). This
guidance is intended to establish general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or available to be issued. It is effective for
interim and annual reporting periods ending after June 15, 2009. The
adoption of this guidance did not have a material impact on our financial
statements. The Company evaluated all events and transactions that
occurred after September 30, 2009 up through November 11,
2009. During this period no material subsequent events came to our
attention.
In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No.
46(R)” (ASC Topic 810-10). This updated guidance requires a qualitative approach
to identifying a controlling financial interest in a variable interest entity
(VIE), and requires ongoing assessment of whether an entity is a VIE and whether
an interest in a VIE makes the holder the primary beneficiary of the VIE. It is
effective for annual reporting periods beginning after November 15, 2009. We are
currently evaluating the impact of the pending adoption of SFAS No. 167 on our
financial statements.
Note
3 – Going Concern
The
Company’s financial statements are prepared using generally accepted accounting
principles applicable to a going concern that contemplates the realization of
assets and liquidation of liabilities in the normal course of
business. The Company has not established any source of revenue to
cover its operating costs. If the Company is unable to generate
revenue or obtain financing, or if the revenue generated or financing obtained
is insufficient to cover operating costs it incurs, it may substantially curtail
or terminate its operations or seek other business opportunities through
strategic alliances, acquisitions or other arrangements that may dilute the
interests of existing stockholders.
Note
4 – Due to Shareholder
The chief
executive officer of the Company, from time to time, provides advances to the
Company for working capital. At September 30, 2009 and June 30, 2009, the
Company has balances of $50,000 and $0 due to its chief executive officer. These
advances are short-term in nature and non-interest bearing.
Note
5 – Shareholders Equity
On August
25, 2009, the Company issued 1,000,000 shares of
its common stock to Mr. Chen, its CEO, as his compensation. The shares were
recorded at fair value on date of grant at $0.001 per share, which amounted to
$1,000.
F-6
NEWERA
TECHNOLOGY DEVELOPMENT CO., LTD.
(A
Development Stage Company)
Notes
to Financial Statements
September
30, 2009
(Unaudited)
Note 6 – Earnings
(Loss) Per Share
The
Company presents earnings per share on a basic and diluted basis. Basic earnings
per share are computed by dividing income available to common shareholders by
the weighted average number of common shares outstanding. Diluted earnings per
share are computed by dividing income available to common shareholders by the
weighted average number of shares outstanding plus the dilutive effect of
potential securities.
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Three
Months Ended
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||||
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September 30, 2009
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||||
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Net
loss
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$ | (46,955 | ) | |
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Weighted
average common shares
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391,304 | |||
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(denominator
for basic earnings (loss) per share)
|
||||
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Effect
of dilutive securities:
|
- | |||
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Weighted
average common shares
|
391,304 | |||
|
(denominator
for diluted earnings (loss) per share)
|
||||
|
Basic
earnings (loss) per share
|
$ | (0.12 | ) | |
|
Diluted
earnings (loss) per share
|
$ | (0.12 | ) | |
Note
7 – Income Taxes
Provision
for income taxes was not made for the three months ended September 30, 2009 as
the Company is a development stage enterprise and has incurred accumulated
losses.
Note
8 – Subsequent Events
None.
F-7
Item
2. Management’s Discussion and Analysis
of Financial Condition and Results of Operation
The
following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto appearing elsewhere in this Form 10-Q.
The following discussion contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.
OVERVIEW
Business
Overview
NewEra
Technology Development Co., Ltd. (hereinafter referred to as “we”, “us”, “our”,
the "Company" or the "Registrant") was incorporated in the State of Nevada on
April 17, 2009. Since inception as of April 17, 2009, we have been engaged in
organizational efforts, and have not generated any revenue to date. We were
formed as a vehicle to pursue a merger, capital stock exchange, asset
acquisition or other similar business combination with a pharmaceutical
manufacture company located in China. We do not have any specific business
combination under consideration and we have not (nor has anyone on our behalf),
directly or indirectly, contacted any prospective target business or had any
discussions, formal or otherwise, with respect to such a transaction with us. We
have not (nor have any of our agents or affiliates) been approached by any
candidates (or representative of any candidates) with respect to a possible
acquisition transaction with our company. Additionally, we have not engaged or
retained any agent or other representative to identify or locate any suitable
acquisition candidate for us .
Opportunities
in China
Opportunities
for market expansion have emerged for businesses with operations in China due to
certain changes in the PRC's political, economic and social policies as well as
certain fundamental changes affecting the PRC and its neighboring countries. We
believe that China represents both a favorable environment for making
acquisitions and an attractive operating environment for a target business for
several reasons, including, among other things, attractive valuations for target
businesses and increased government focus within China on privatizing assets,
improving foreign trade and encouraging business and economic
activity.
Notwithstanding
these facts, there are various risks of business acquisitions in China
including, among others, the risk that we may be unable to enforce our rights in
China, that China may revert back to former policies regarding privatization of
business and that relations between China and other countries, including the
United States, may deteriorate leading to reduced trade.
Development
Plan
Based on
our proposed business activities, we are a "blank check" company. The U.S.
Securities and Exchange Commission (the “SEC”) defines “blank check” companies
as "any development stage company that is issuing a penny stock, within the
meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies." Under SEC Rule 12b-2 under the Exchange Act, we also qualifies as a
“shell company,” because it has no or nominal assets (other than cash) and no or
nominal operations. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any efforts to cause a
market to develop in our securities, either debt or equity, until we have
successfully concluded a business combination. We intend to comply with the
periodic reporting requirements of the Exchange Act for so long as it is subject
to those requirements.
2
We were
organized as a vehicle to investigate and, if such investigation warrants,
acquire a target company or business seeking the advantages of being a publicly
held corporation. In order for a company to be listed on a U.S. stock exchange
or a quotation system, such company must be 1934 Exchange Act fully
reporting company. 60 days after the initial filing of this
registration statement, this registration statement on Form 10 will become
effective by operation of law on October 26, 2009, and as a result we will
become a registered and fully reporting company with the SEC. After the
consummation of a business combination with an operating company located in PRC,
the surviving company arising from the transaction between us and a private
operating company will become a reporting company. Although an operating
company may choose to effect a business combination with a company that is
trading on the OTC Bulletin Board in order to become public, purchasing an OTC
Bulletin Board trading company is substantially more expensive than purchasing a
Form 10 “blank check’ company and such trading companies also may have
liabilities or shareholder issues. Within three (3) days after the consummation
of the business combination transaction between a target operating company and
us, the surviving company will need to file an extensive Form 8-K in connection
with the transaction including Form 10 information of the private operating
company. However, the aggregate expenses of purchasing a Form 10 blank check
company and filing the Form 8-K will still be substantially lower than
purchasing an OTC Bulletin Board company and have less risk to the shareholders
of such company. Therefore, we believe that we would be attractive to a private
operating company seeking to become public.
To date,
our efforts have been limited to organizational activities. We have no capital
and will depend on Mr. Chen to provide us with the necessary funds to implement
our business plan. We intend to seek opportunities demonstrating the potential
of long-term growth as opposed to short-term earnings. However, at the present
time, we have not identified any business opportunity that we plan to pursue,
nor have we reached any agreement or definitive understanding with any person
concerning an acquisition or merger. We will limit our search for a potential
target among China-based pharmaceutical companies.
The
analysis of new business opportunities will be undertaken by or under the
supervision of Mr. Chen, our sole officer and director. No discussions regarding
the possibility of a business combination will occur until after the effective
date of this registration statement. Mr. Chen will devote
approximately twenty (20) hours per week to searching for a target
company until the acquisition of a successful business opportunity has been
identified. However, we believe that business opportunities may also come to our
attention from various sources, including Mr. Chen, professional advisors such
as attorneys, and accountants, securities broker-dealers, venture capitalists,
members of the financial community and others who may present unsolicited
proposals. We have no plan, understanding, agreements, or commitments with any
individual for such person to act as a finder of opportunities for us. We can
give no assurances that we will be successful in finding or acquiring a
desirable business opportunity, given the limited funds that are expected to be
available to us for implementation of our business plan. Furthermore, we can
give no assurances that any acquisition, if it occurs, will be on terms that are
favorable to us or our shareholders.
As of
this date we have not entered into any definitive agreement with any party, nor
have there been any specific discussions with any potential business combination
candidate regarding business opportunities for us. We have flexibility in
seeking, analyzing and participating in potential business opportunities. In its
efforts to analyze potential acquisition targets, the Registrant will consider
the following kinds of factors:
3
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(a)
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Potential
for growth, indicated by new technology, anticipated market expansion or
new products;
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(b)
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Competitive
position as compared to other firms of similar size and experience within
the industry segment as well as within the industry as a
whole;
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(c)
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Strength
and diversity of management, either in place or scheduled for
recruitment;
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(d)
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Capital
requirements and anticipated availability of required funds, to be
provided by us or from operations, through the sale of additional
securities, through joint ventures or similar arrangements or from other
sources;
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|
(e)
|
The
cost of participation by us as compared to the perceived tangible and
intangible values and potentials;
|
|
(f)
|
The
extent to which the business opportunity can be
advanced;
|
|
(g)
|
The
accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items;
and
|
|
(h)
|
Other
relevant factors. In applying the foregoing criteria, no one of which will
be controlling, management will attempt to analyze all factors and
circumstances and make a determination based upon reasonable investigative
measures and available data. Potentially available business opportunities
may occur in many different industries, and at various stages of
development, all of which will make the task of comparative investigation
and analysis of such business opportunities extremely difficult and
complex. Due to our limited capital available for investigation, we may
not discover or adequately evaluate adverse facts about the opportunity to
be acquired.
|
RESULTS
OF OPERATIONS
We have
not conducted any active operations since inception, except for our efforts to
locate suitable acquisition candidates. No revenue has been generated by
the Company from April 17, 2009 (Inception) to September 30, 3009. 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. It is management's assertion that these circumstances may hinder the
Company's ability to continue as a going concern. The Company’s plan of
operation for the next twelve months shall be to continue its efforts to locate
suitable acquisition candidates.
For the
period from April 17, 2009 (Inception) to September 30, 2009, the Company had a
net loss of $48,679 comprised exclusively of legal, accounting, audit, and other
professional service fees incurred in relation to the filling of the Company’s
Registration Statement on Form 10 and other related
documents.
For the
three months ended September 30, 2009, the Company had no activities that
produced revenues from operations.
LIQUIDITY
AND CAPITAL RESOURCES
Liquidity
and Capital Resources
The
following is a summary of the Company's cash flows provided by (used in)
operating, investing, and financing activities:
|
Three
Months Ended
September
30, 2009
|
Cumulative
Period from
April
17, 2009
(Inception) to
September
30, 2009
|
|||||||
|
Net
Cash (Used in) Operating Activities
|
$
|
(9,179)
|
(9,179)
|
|||||
|
Net
Cash Provided by Financing Activities
|
$
|
50,000
|
50,000
|
|||||
|
Net
Increase in Cash and Cash Equivalents
|
$
|
40,821
|
40,821
|
|||||
4
The
Company has no assets and has generated no revenues since inception. The Company
is also dependent upon the receipt of capital investment or other financing to
fund its ongoing operations and to execute its business plan of seeking a
combination with a private operating company. In addition, the Company is
dependent upon certain related parties to provide continued funding and capital
resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.
OFF-BALANCE
SHEET ARRANGEMENTS
The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.
Item
3. Quantitative and Qualitative Disclosures about Market
Risks
Not
Applicable.
Item
4T. Controls and Procedures
a)
Evaluation of Disclosure
Controls. Pursuant to Rule 13a-15(b) under the Securities Exchange
Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the
participation of the Company’s management, including the Company’s Chief
Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s
principal financial and accounting officer), of the effectiveness of the
Company’s disclosure controls and procedures (as defined under Rule 13a-15(e)
under the Exchange Act) as of the end of the period covered by this report.
Based upon that evaluation, the Company’s CEO and CFO concluded that the
Company’s disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in the reports that the
Company files or submits under the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules
and forms, and that such information is accumulated and communicated to the
Company’s management, including the Company’s CEO and CFO, as appropriate, to
allow timely decisions regarding required disclosure.
(b)
Changes in internal
control over financial reporting. There have been no changes in our
internal control over financial reporting that occurred during the last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
Item
1A. Risk Factors
Not
applicable because we are a smaller reporting company.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
On August
25, 2009, we issued a total of One Million (1,000,000) shares of our common
stock, par value $0.001 per share, as the founder shares to Mr. Zengxing Chen,
our president and director, as consideration for his services rendered as our
incorporator valued at $0.001 in reliance on the exemption under Section 4(2) of
the Securities Act of 1933, as amended (the “Act”). These shares of our common
stock qualified for exemption since the issuance shares by us did not involve a
public offering. Neither us nor any person acting on our behalf offered or sold
the securities by means of any form of general solicitation or general
advertising.
5
The
issuance of the 1,000,000 shares as the founder shares was not a “public
offering” as defined in Section 4(2) due to the insubstantial number of persons
involved in the deal, size of the offering, manner of the offering and number of
shares offered. We did not undertake an offering in which we sold a high
number of shares to a high number of investors. In addition, the shareholder had
the necessary investment intent as required by Section 4(2) since she agreed to
and received share certificates bearing a legend stating that such shares are
restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction
ensures that these shares would not be immediately redistributed into the market
and therefore not be part of a “public offering.” Based on an analysis of the
above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act of 1933 for this transaction.
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.
|
31.1
|
Certification
of Chen Zengxing pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of Chen Zengxing pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
|
6
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
NEW
ERA TECHNOLOGY DEVELOPMENT CO., LTD.
|
|||
|
Date:
November 16, 2009
|
By:
|
/s/ Chen
Zengxing
|
|
|
Chen,
Zengxing
Chief
Executive Officer and Principal Accounting Officer
|
|||
7