Attached files
file | filename |
---|---|
EX-32 - BRIDGEWAY ACQUISITION CORP. - China Hefeng Rescue Equipment, Inc. | ex32-1.htm |
EX-31 - BRIDGEWAY ACQUISITION CORP. - China Hefeng Rescue Equipment, Inc. | ex31-1.htm |
EXCEL - IDEA: XBRL DOCUMENT - China Hefeng Rescue Equipment, Inc. | Financial_Report.xls |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2012 |
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ________ to ________ |
Commission file number: 000-54224
BRIDGEWAY ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware | 80-0654192 |
(State or other jurisdiction | (I.R.S. Employer Identification Number) |
of incorporation or organization) |
76 Lagoon Road, Belvedere, California, 94920
(Address of principal executive offices)
415-939-5056
(Registrant’s 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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
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 ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ | Accelerated filer ☐ | |
Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of April 11, 2012, the registrant had 800,000 shares of common stock outstanding.
BRIDGEWAY ACQUISITION CORP.
(A Development Stage Company)
- INDEX -
Page | |
PART I – FINANCIAL INFORMATION | |
Item 1. Financial Statements. | 2 |
Balance Sheets as of January 31, 2012 (Unaudited) and October 31, 2011 | 2 |
Statements of Operations for the Three Months Ended January 31, 2012 | 3 |
and 2011 and for the Period from October 22, 2010 (Inception) through January 31, 2012 (Unaudited) |
|
Statements of Cash Flows for the Three Months Ended January 31, 2012 and 2011 and for the Period from October 22, 2010 (Inception) through January 31, 2012 (Unaudited) |
4 |
Notes to Financial Statements | 5 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 8 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 11 |
Item 4. Controls and Procedures | 11 |
PART II – OTHER INFORMATION: | |
Item 1. Legal Proceedings | 12 |
Item 1A. Risk Factors | 12 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
Item 3. Defaults Upon Senior Securities | 12 |
Item 4. Mine Safety Disclosures | 12 |
Item 5. Other Information | 12 |
Item 6. Exhibits | 13 |
Signatures | 14 |
FORWARD LOOKING STATEMENTS
Information included or incorporated by reference in this quarterly report may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may," "should," "expect," "anticipate," "estimate," "believe," "intend" or "project" or the negative of these words or other variations on these words or comparable terminology.
This quarterly report contains forward-looking statements, including statements regarding, among other things, our intent to enter into a reverse acquisition transaction and/or obtain additional financing. These statements may be found under “Management's Discussion and Analysis of Financial Condition and Results of Operations”, as well as in this quarterly report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under "Risk Factors" in our prior annual report and matters described in this quarterly report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this quarterly report will in fact occur.
Except as otherwise required by applicable laws, we undertake no obligation to publicly update or revise any forward-looking statements described in the quarterly report, whether as a result of new information, future events, changed circumstances or any other reason after the date of this quarterly report.
1 |
Item 1. Financial Statements
BRIDGEWAY ACQUISTION CORP.
(A Development Stage Enterprise)
BALANCE SHEETS
January 31, 2012 | October 31, 2011 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Prepaid Expenses | $ | - | $ | - | ||||
Total Assets | $ | - | $ | - | ||||
LIABILITIES AND STOCKHOLDER'S DEFICIENCY | ||||||||
Liabilities | ||||||||
Accounts Payable and Accrued Expenses | $ | 350 | $ | 874 | ||||
Advances from Related Parties | 8,088 | 7,214 | ||||||
Total Liabilities | 8,438 | 8,088 | ||||||
Stockholder's Deficiency | ||||||||
Common Stock: $.0001 Par; 300,000,000 Shares Authorized; 800,000 Issued and Outstanding | 80 | 80 | ||||||
Additional Paid-In-Capital | 7,920 | 7,920 | ||||||
Deficit Accumulated During Development Stage | (16,438 | ) | (16,088 | ) | ||||
Total Stockholder's Deficiency | (8,438 | ) | (8,088 | ) | ||||
Total Liabilities and Stockholder's Deficiency | $ | - | $ | - |
See accompanying notes to condensed unaudited financial statements
2 |
BRIDGEWAY ACQUISTION CORP.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
Period From | ||||||||||||
Date of Inception | ||||||||||||
Three Months | Three Months | (October 22, 2010) | ||||||||||
Ended | Ended | Through | ||||||||||
January 31, 2012 | January 31, 2011 | January 31, 2012 | ||||||||||
Revenues | $ | — | $ | — | $ | — | ||||||
Expenses | ||||||||||||
Legal and Professional Fees | - | 3,000 | 15,277 | |||||||||
General and Administrative | 350 | 700 | 1,161 | |||||||||
Total Expenses | 350 | 3,700 | 16,438 | |||||||||
Loss before Income Taxes | (350 | ) | (3,700 | ) | (16,438 | ) | ||||||
Income Taxes | - | - | - | |||||||||
Net Loss | $ | (350 | ) | $ | (3,700 | ) | $ | (16,438 | ) | |||
Loss per Share - Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.02 | ) | |||
Weighted Average Common Shares Outstanding | 800,000 | 800,000 | 800,000 |
See accompanying notes to condensed unaudited financial statements
3 |
BRIDGEWAY ACQUISTION CORP.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Unaudited)
Period From | ||||||||||||
For the | For the | Date of Inception | ||||||||||
Three Months | Three Months | (October 22, 2010) | ||||||||||
Ended | Ended | Through | ||||||||||
January 31, 2012 | January 31, 2011 | January 31, 2012 | ||||||||||
Cash Flows from Operating Activities | ||||||||||||
Net Loss | $ | (350 | ) | $ | (3,700 | ) | $ | (16,438 | ) | |||
Changes in Assets and Liabilities: | ||||||||||||
Prepaid Expenses | 3,000 | - | ||||||||||
Accrued Expenses and Accounts Payable | (524 | ) | 700 | 350 | ||||||||
Net Cash Used in Operating Activities | (874 | ) | - | (16,088 | ) | |||||||
Net Cash Flows from Investing Activities | — | - | — | |||||||||
Cash Flows from Financing Activities | ||||||||||||
Cash Advance from Related Parties | 874 | - | 8,088 | |||||||||
Cash Proceeds from Sale of Common Stock | - | - | 8,000 | |||||||||
Net Cash Flows from Financing Activities | 874 | - | 16,088 | |||||||||
Net Change in Cash | - | - | - | |||||||||
Cash - Beginning of Period | — | — | — | |||||||||
Cash - End of Period | $ | - | $ | - | $ | - | ||||||
Cash Paid During the Period for: | ||||||||||||
Interest | $ | — | $ | - | $ | — | ||||||
Income Taxes | $ | — | $ | - | $ | — |
See accompanying notes to condensed unaudited financial statements
4 |
BRIDGEWAY ACQUISITION CORP.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
AS OF JANUARY 31, 2012
(UNAUDITED)
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Bridgeway Acquisition Corp. (a development stage company) (the “Company”) was incorporated in the State of Delaware on October 22, 2010. Since inception, the Company has been engaged primarily in organization efforts. The Company was formed as a vehicle to pursue a business combination. The business purpose of the Company is to seek the acquisition of or merger with, an operating company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The Company’s financial statements are prepared using the accrual method of accounting. The Company’s fiscal year ends on October 31.
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, the information included in these interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. These interim financial statements should be read in conjunction with the audited financial statements in the Company’s 10-K filed on April 2, 2012.
Development Stage Enterprise
The Company is considered to be in the development stage as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-10-05. This standard requires companies to report their operations, shareholders equity and cash flows from inception through the reporting date. The Company will continue to be reported as a development stage entity until, among other factors, revenues are generated from management’s intended operations. Management has provided financial data since inception (October 22, 2010).
Cash
The Company considers cash on hand and amounts on deposit with financial institutions to be cash.
5 |
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable.
Fair Value of Financial Instruments
The carrying amounts reported in the financial statements for current assets and current liabilities approximate fair value due to the short-term nature of these financial instruments.
The Company follows the provisions of ASC 820-10, “Fair Value Measurements and Disclosures”, which establishes a single authoritative definition of fair value and a framework for measuring fair value and expands disclosure of fair value measurements for both financial and nonfinancial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flows) and the cost approach (cost to replace the service capacity of an asset or replacement cost).
6 |
Net Loss Per Share
Basic and diluted loss per common share is computed on the basis of the weighted-average number of common shares outstanding during the period. There were no potentially issuable common stock equivalents outstanding from inception (October 22, 2010) to January 31, 2012.
Recently Issued Accounting Standards
The Company does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
3. GOING CONCERN
The Company is a development stage enterprise with no operating history. It has not yet been able to develop and execute its business plan. The Company has no significant assets or financial resources. The Company will sustain expenses without corresponding revenues until the consummation of a merger or other business combination with a private company. The Company may not be able to identify a suitable business opportunity or consummate a business combination, and any such business may not be profitable at the time of its acquisition by the Company or ever. This raises substantial doubt about the Company’s ability to continue as a going concern.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $16,438 on January 31, 2012.
The Company’s ability to continue as a going concern is dependent upon its ability to raise capital or acquire a marketable company. The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern.
4. STOCKHOLDER’S EQUITY
The Company is authorized by its Certificate of Incorporation to issue an aggregate of 300,000,000 shares of common stock, with a par value of $0.0001 per share (the “Common Stock”). On October 22, 2010, the Company issued 800,000 shares of Common Stock to Bosch Equities, L.P., a limited partnership formed under the laws of California, for total cash proceeds of $8,000. The shares owned by Bosch Equities represent all of the issued and outstanding shares of capital stock of the Company. The sole director and officer since inception of the Company is also the principal of KBB Financial, Inc., the general partner of Bosch Equities, L.P.
5. RELATED PARTY TRANSACTIONS
Since inception, the sole director and officer of the Company and her immediately family member have paid certain expenses on the Company’s behalf. On August 27, 2011, the Company executed a promissory note in favor of the sole director and officer in the amount of $2,000. Such note is due and payable on August 27, 2012 and accrues interest at an annual rate of 5%, payable at maturity. As the interest is not material to the Company, thus, such interest expense from the $2,000 note was not accrued until the payment is made. Except for the $2,000 lent to the Company evidenced by such note, all other such advances are interest-free, unsecured and are due on demand.
7 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statement Notice
The following discussion and analysis of the results of operations and financial condition of Bridgeway Acquisition Corp. (“we”, “us”, “our” or the “Company”) for the three months ended January 31, 2012 and 2011 should be read in conjunction with our financial statements, and the notes to those financial statements that are included elsewhere in this quarterly report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Business sections in our most recent annual report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
Description of Business
The Company was incorporated in the State of Delaware on October 22, 2010 and maintains its principal executive office at 76 Lagoon Road, Belvedere, California. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. The Company filed a Registration Statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on December 15, 2010. The Company, based on proposed business activities, is a “blank check” company. The SEC defines those 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.” Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. The Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act as a company with no or nominal assets (other than cash) and no or nominal operations. 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. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.
The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company intends to seek a target company that is located in China. However, it will not restrict its potential candidate target company to this geographic location or any other specific business or geographic location and, thus, may acquire any type of business in any location.
8 |
Plan of Operations
The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:
(i) | filing Exchange Act reports, and |
(ii) | investigating, analyzing and consummating an acquisition. |
As of the date of this filing we have no funds in our treasury. The Company is in the development stage and has not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We believe we will be able to meet the costs we expect to incur, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to, invested in us or advanced to us by other investors and other third parties. Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or third party advances, however there is no assurance of additional funding being available.
Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
The Company anticipates that the selection of a business combination will be complex and extremely risky. Through industry publications our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations 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.
9 |
Results of Operations
For the three months ending January 31, 2012, the Company had no revenues and incurred a net loss of $350, comprised of general and administrative expenses related to the Company’s state franchise fees.
For the three months ending January 31, 2011, the Company had no revenues and incurred a net loss of $3,700, comprised of legal, accounting and other fees incurred in relation to the filing of the Company’s Registration Statement on Form 10 filed in December 2010 and other SEC-related compliance matters ($3,000) and general and administrative expenses ($700).
For the period from October 22, 2010 (inception) through January 31, 2012, the Company had no activities that produced revenues from operations and had a net loss of $16,438, due to legal, accounting, audit and other professional service fees incurred in relation to the formation of the Company and the filing of the Company’s Registration Statement on Form 10 filed in December 2010 and other SEC-related compliance matters ($15,277) and general and administrative expenses ($1,161).
Liquidity and Capital Resources
As of January 31, 2012, the Company had no assets and had $8,438 in current liabilities.
The following is a summary of the Company's cash flows from operating, investing, and financing activities:
For the three months ended January 31, 2012 | ||||
Operating activities | $ | (874 | ) | |
Investing activities | $ | — | ||
Financing activities | $ | 874 | ||
Net effect on cash | $ | — | ||
For the three months ended January 31, 2011 | ||||
Operating activities | $ | — | ||
Investing activities | $ | — | ||
Financing activities | $ | — | ||
Net effect on cash | $ | — | ||
For the Cumulative Period from Inception (October 22, 2010) through January 31, 2012 | ||||
Operating activities | $ | (16,088 | ) | |
Investing activities | — | |||
Financing activities | $ | 16,088 | ||
Net effect on cash | $ | — |
The Company has nominal 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. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.
10 |
As reflected in the accompanying financial statements, the Company is in the development stage with no operations have a net loss of $16,438 from inception, and used $16,088 cash in operations for the period from October 22, 2010 (inception) to January 31, 2012. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
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.
Contractual Obligations
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As of January 31, 2012, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation and the fact that our Annual Report on Form 10-K for the year ended October 31, 2011 was not timely filed, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting during the quarter ended January 31, 2012 that have materially affected or are reasonably likely to materially affect our internal controls.
11 |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
To the best knowledge of our sole officer and director, there are presently no material pending legal proceedings to which the Company, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.
Item 1A. Risk Factors.
There has been no material change in the Company's risk factors as previously disclosed in the Company's Annual Report on Form 10-K filed with the SEC on April 2, 2012.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
12 |
Item 6. Exhibits.
(a) Exhibits required by Item 601 of Regulation S-K.
Exhibit No. |
Description
| |
31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | XBRL Taxonomy Extension Label Linkbase | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase | |
13 |
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BRIDGEWAY ACQUISITION CORP. | ||
Date: April 18, 2012 | ||
By: | /s/ Keri Bosch | |
Keri Bosch | ||
President, Secretary and Treasurer | ||
(Principal Executive Officer and Principal Financial Officer) | ||
14 |
EXHIBIT INDEX
Exhibit No. | Description | |
31.1 |
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| |
32.1 |
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | XBRL Taxonomy Extension Label Linkbase | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase | |
15 |