Attached files
| file | filename |
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| EX-31.1 - CERTIFICATION - NewEra Technology Development Co., LTD | f10q1210ex31i_neweratech.htm |
| EX-32.1 - CERTIFICATION - NewEra Technology Development Co., LTD | f10q1210ex32i_neweratech.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 10-Q
_____________________
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2010
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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000-53775
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46-0522277
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||
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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.
Yeso 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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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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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 January 24, 2011: 1,000,000 shares of common stock.
NEWERA TECHNOLOGY DEVELOPMENT CO., LTD.
FORM 10-Q
December 31, 2010
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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11
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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13
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Item 4T.
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Controls and Procedures
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13
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PART II— OTHER INFORMATION
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Item 1.
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Legal Proceedings
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14
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Item 1A.
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Risk Factors
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14
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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14
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Item 3.
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Defaults Upon Senior Securities
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14
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Item 4.
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Removed and Reserved
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14
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Item 5.
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Other Information
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14
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Item 6.
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Exhibits
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14
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SIGNATURES
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15
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PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
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NEWERA TECHNOLOGY DEVELOPMENT CO., LTD.
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||||||||
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(A Development Stage Company)
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Balance Sheets
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December 31, 2010
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June 30, 2010
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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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$ | 46,541 | $ | 15,710 | ||||
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Total current assets
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46,541 | 15,710 | ||||||
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Total Assets
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$ | 46,541 | $ | 15,710 | ||||
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Liabilities and Stockholders’ Deficit
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||||||||
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Current liabilities:
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Accounts payable and accrued expenses
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56,500 | 53,000 | ||||||
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Short-term loan
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100,000 | 50,000 | ||||||
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Total current liabilities
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156,500 | 103,000 | ||||||
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Total liabilities
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156,500 | 103,000 | ||||||
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Stockholders’ deficit:
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||||||||
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Preferred stock, $0.001 par value, 10,000,000 shares authorized;
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||||||||
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no shares issued and outstanding at December 31, 2010 and June 30, 2010
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$ | - | $ | - | ||||
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Common stock, $0.001 par value, 100,000,000 shares authorized;
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||||||||
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no shares issued and outstanding at December 31, 2010 and June 30, 2010
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1,000 | 1,000 | ||||||
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Deficit accumulated during development stage
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(110,959 | ) | (88,290 | ) | ||||
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Total stockholders’ deficit
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(109,959 | ) | (87,290 | ) | ||||
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Total Liabilities and Stockholders’ Deficit
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$ | 46,541 | $ | 15,710 | ||||
1
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NEWERA TECHNOLOGY DEVELOPMENT CO., LTD.
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||||||||
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(A Development Stage Company)
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Statements of Operations
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For the three months Ended
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For the three months Ended
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|||||||
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December 31, 2010
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December 31, 2009
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|||||||
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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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11,147 | 12,271 | ||||||
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Total operating expenses
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11,147 | 12,271 | ||||||
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Loss from operations
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(11,147 | ) | (12,271 | ) | ||||
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Net loss
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$ | (11,147 | ) | $ | (12,271 | ) | ||
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Net Income Per Common Share
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||||||||
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Basic
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$ | (0.01 | ) | $ | (0.01 | ) | ||
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Diluted
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$ | (0.01 | ) | $ | (0.01 | ) | ||
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
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||||||||
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Basic
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1,000,000 | 1,000,000 | ||||||
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Diluted
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1,000,000 | 1,000,000 | ||||||
2
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NEWERA TECHNOLOGY DEVELOPMENT CO., LTD.
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(A Development Stage Company)
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Statements of Operations
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Cumulative from
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For the six months Ended
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For the six months Ended
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April 17, 2009 (inception)
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December 31, 2010
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December 31, 2009
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to December 31, 2010
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||||||||||
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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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22,669 | 59,226 | 110,959 | |||||||||
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Total operating expenses
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22,669 | 59,226 | 110,959 | |||||||||
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Loss from operations
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(22,669 | ) | (59,226 | ) | (110,959 | ) | ||||||
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Net loss
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$ | (22,669 | ) | $ | (59,226 | ) | $ | (110,959 | ) | |||
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Net Income Per Common Share
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||||||||||||
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Basic
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$ | (0.02 | ) | $ | (0.09 | ) | ||||||
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Diluted
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$ | (0.02 | ) | $ | (0.09 | ) | ||||||
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
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||||||||||||
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Basic
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1,000,000 | 695,652 | ||||||||||
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Diluted
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1,000,000 | 695,652 | ||||||||||
3
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(A Development Stage Company)
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Statement of Changes in Stockholders’ Deficit
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For the period from April 17, 2009 (inception) through December 31, 2010
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Deficit
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Accumulated
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Total
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|||||||||||||||||||||||||||
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Additional
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During
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Stockholders’
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||||||||||||||||||||||||||
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Common Stock
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Preferred Stock
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Paid in
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Development
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Equity
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||||||||||||||||||||||||
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Shares
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Value
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Shares
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Value
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Capital
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Stage
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(Deficit)
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||||||||||||||||||||||
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Balance at the date of inception on April 17, 2009
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- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
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Net loss
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- | - | - | - | - | $ | (1,724 | ) | $ | (1,724 | ) | |||||||||||||||||
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Balance at June 30, 2009
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$ | - | - | $ | - | $ | - | $ | -1,724 | $ | -1,724 | |||||||||||||||||
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Issuance of common stock
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1,000,000 | 1,000 | 1,000 | |||||||||||||||||||||||||
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Net loss
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- | - | - | - | - | (86,566 | ) | (86,566 | ) | |||||||||||||||||||
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Balance at June 30, 2010
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1,000,000 | $ | 1,000 | - | - | $ | - | $ | (88,290 | ) | $ | (87,290 | ) | |||||||||||||||
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Net loss
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- | - | - | - | - | (22,669 | ) | (22,669 | ) | |||||||||||||||||||
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Balance at December 31, 2010
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1,000,000 | $ | 1,000 | - | - | $ | - | $ | (110,959 | ) | $ | (109,959 | ) | |||||||||||||||
4
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NEWERA TECHNOLOGY DEVELOPMENT CO., LTD.
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(A Development Stage Company)
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Statements of Cash Flows
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||||||||||||
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For the six months Ended
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For the six months Ended
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Cumulative Since inception
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||||||||||
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December 31, 2010
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December 31, 2009
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at 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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$ | (22,669 | ) | $ | (59,226 | ) | $ | (110,959 | ) | |||
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Adjustment to reconcile net loss to net cash provided by
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||||||||||||
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(used in) operating activities:
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Changes in operating assets and liabilities:
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||||||||||||
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Accounts payable and accrued expenses
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3,500 | 36,776 | 56,500 | |||||||||
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Net cash used in operating activities
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(19,169 | ) | (22,450 | ) | (54,459 | ) | ||||||
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cash flows from financing activities
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||||||||||||
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short-term loan
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50,000 | 50,000 | 100,000 | |||||||||
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Issuance of common stock for cash
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- | 1,000 | 1,000 | |||||||||
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Net cash provided by financing activities
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50,000 | 51,000 | 101,000 | |||||||||
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Increase in cash and cash equivalents
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$ | 30,831 | $ | 28,550 | $ | 46,541 | ||||||
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Cash and cash equivalents at beginning of year
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15,710 | - | - | |||||||||
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Cash and cash equivalents at ending of year
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$ | 46,541 | $ | 40,821 | $ | 46,541 | ||||||
5
NEWERA TECHNOLOGY DEVELOPMENT CO., LTD.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010
(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 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure 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 year ended June 30, 2010, 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 for the year ended June 30, 2010.
Development Stage Company
The Company is currently a development stage enterprise reporting under the provisions of Accounting Standards Codification (“ASC”) 915. Those standards require the Company to disclose its activities since the date of inception.
Cash And Cash Equivalents
In accordance with ASC Topic 230, “Statement of Cash Flows”, the Company considers all highly liquid debt instruments with a maturity of six months or less when purchased to be cash equivalents.
6
NEWERA TECHNOLOGY DEVELOPMENT CO., LTD.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010
(Unaudited)
Note 2 – Summary of Significant Accounting Policies (continued)
Fair value of financial instruments
The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.
Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
The carrying amounts reported in the balance sheets for cash, accounts payable and accrued expenses, and due to shareholders approximate their fair market value based on the short-term maturity of these instruments. The Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance.
Accounts payable and accrued expenses
Accounts payable and accrued expenses at December 31, 2010 and June 30, 2010 amounted to $56,500 and $53,000, respectively, and mainly consist of unpaid professional fees.
Earnings (loss) Per Share
The basic earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. Diluted weighted average number of shares outstanding is the basis weighted average number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. The Company has not issued any options, warrants or similar securities since inception.
7
NEWERA TECHNOLOGY DEVELOPMENT CO., LTD.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010
(Unaudited)
Note 2 – Summary of Significant Accounting Policies (continued)
Income taxes
The Company is governed by the Income Tax Law of the United States. The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
Pursuant to accounting standards related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.
Recent Accounting Pronouncements
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 financial statements.
In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-08 “Earnings Per Share – Amendments to Section 260-10-S99”, which represents technical corrections to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share for a Period that includes a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock . The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.
8
NEWERA TECHNOLOGY DEVELOPMENT CO., LTD.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010
(Unaudited)
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. The company has been actively seeking opportunities to be able to effect an acquisition or merger with an operating company.
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 December 31, 2010 and June 30, 2010, the Company has balances of $100,000 and $50,000 due to the chief executive officer, respectively. These advances are non-interest bearing.
Note 5 – Stockholders’ Deficit
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.
9
NEWERA TECHNOLOGY DEVELOPMENT CO., LTD.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010
(Unaudited)
Note 6 – Loss Per Share
The Company presents earnings (loss) per share on a basic and diluted basis. Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted average number of shares outstanding plus the dilutive effect of potential securities.
|
Six Months Ended December 31, 2010
|
Six Months Ended December 31, 2009
|
|||||||
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Net loss
|
$
|
(22,669
|
) |
$
|
(59,226
|
)
|
||
|
Weighted average common shares
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1,000,000
|
695,652
|
||||||
|
(denominator for basic loss per share)
|
||||||||
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Effect of dilutive securities:
|
-
|
|||||||
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Weighted average common shares
|
1,000,000
|
695,652
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||||||
|
(denominator for diluted loss per share)
|
||||||||
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Basic loss per share
|
(0.01
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)
|
$
|
(0.09
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)
|
|||
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Diluted loss per share
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(0.01
|
)
|
$
|
(0.09
|
)
|
|||
Note 7 – Income Taxes
Provision for income taxes was not made for the six months ended December 31, 2010 and the period from April 17, 2009(inception) to December 31, 2010 as the Company is a development stage enterprise and has incurred accumulated losses.
10
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.
11
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.
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 current stockholders.
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:
|
(a)
|
Potential for growth, indicated by new technology, anticipated market expansion or new products;
|
|
(b)
|
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;
|
|
(c)
|
Strength and diversity of management, either in place or scheduled for recruitment;
|
|
(d)
|
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;
|
|
(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.
|
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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 December 31, 2010. 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 December 31, 2010, the Company had a net loss of $110,959 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 six months ended December 31, 2010, 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:
|
Six months Ended
December 31, 2010
|
Cumulative
Period from
April 17, 2009
(Inception) to
December 31, 2010
|
|||||||
|
Net Cash (Used in) Operating Activities
|
$
|
(19,169
|
)
|
(54,459
|
)
|
|||
|
Net Cash Provided by Financing Activities
|
$
|
50,000
|
101,000
|
|||||
|
Net Increase in Cash and Cash Equivalents
|
$
|
30,381
|
46,541
|
|||||
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.
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(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
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Removed and Reserved
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.
|
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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: January 26, 2011
|
By:
|
/s/ Chen Zengxing
|
|
|
Chen, Zengxing
Chief Executive Officer and Principal Accounting Officer
|
|||
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