Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - China Hefeng Rescue Equipment, Inc. | Financial_Report.xls |
| EX-32.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - China Hefeng Rescue Equipment, Inc. | f10q0412ex32i_bridgeway.htm |
| EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - China Hefeng Rescue Equipment, Inc. | f10q0412ex31ii_bridgeway.htm |
| EX-32.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - China Hefeng Rescue Equipment, Inc. | f10q0412ex32ii_bridgeway.htm |
| EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - China Hefeng Rescue Equipment, Inc. | f10q0412ex31i_bridgeway.htm |
U.S. 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 April 30, 2012
OR
o 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 of incorporation or organization) | (I.R.S. Employer Identification Number) |
| No. 88, Taishan Street
Beigang Industrial Zone
Longgang District Huludao
Liaoning Province, China
|
| (Address of principal executive offices) |
| (86) 0429-3181998 |
| (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 x No o
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 x 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. 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 o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
(Do not check if a 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 o No x
As of June 28, 2012, the registrant had 33,600,000 shares of common stock outstanding.
BRIDGEWAY ACQUISITION CORP.
(A Development Stage Company)
- INDEX -
| Page | |
| PART I – FINANCIAL INFORMATION | 1 |
|
Item 1. Financial Statements.
|
1 |
| Balance Sheets | 1 |
| Statements of Operations | 2 |
| Statements of Cash Flows | 3 |
| Notes to Financial Statements | 4 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 7 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 10 |
| Item 4. Controls and Procedures | 10 |
| PART II – OTHER INFORMATION | 11 |
| Item 1. Legal Proceedings | 11 |
| Item 1A. Risk Factors | 11 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 11 |
| Item 3. Defaults Upon Senior Securities | 11 |
| Item 4. Mine Safety Disclosures | 11 |
| Item 5. Other Information | 11 |
| Item 6. Exhibits | 11 |
| Signatures | 12 |
Item 1. Financial Statements
BRIDGEWAY ACQUISTION CORP.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
|
April 30, 2012
|
October 31, 2011
|
|||||||
| (Unaudited) | ||||||||
|
ASSETS
|
||||||||
|
Total Assets
|
$
|
-
|
$
|
-
|
||||
|
LIABILITIES AND STOCKHOLDER'S DEFICIENCY
|
||||||||
|
Liabilities
|
||||||||
|
Accounts Payable and Accrued Expenses
|
$
|
-
|
$
|
874
|
||||
|
Advances from Related Parties
|
18,413
|
7,214
|
||||||
|
Total Liabilities
|
18,413
|
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
|
(26,413
|
)
|
(16,088
|
)
|
||||
|
Total Stockholder's Deficiency
|
(18,413
|
)
|
(8,088
|
)
|
||||
|
Total Liabilities and Stockholder's Deficiency
|
$
|
-
|
$
|
-
|
||||
See accompanying notes to condensed unaudited financial statements.
1
BRIDGEWAY ACQUISTION CORP.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
|
From
|
||||||||||||||||||||
|
Inception
|
||||||||||||||||||||
|
Three Months
|
Three Months
|
Six Months
|
Six Months
|
(October 22, 2010)
|
||||||||||||||||
|
Ended
|
Ended
|
Ended
|
Ended
|
through
|
||||||||||||||||
|
April 30, 2012
|
April 30, 2011
|
April 30, 2012
|
April 30, 2011
|
April 30, 2012
|
||||||||||||||||
|
Expenses
|
||||||||||||||||||||
|
Legal and Professional
|
$
|
9,350
|
$
|
2,270
|
$
|
9,350
|
$
|
5,270
|
$
|
24,627
|
||||||||||
|
General and Administration
|
625
|
-
|
975
|
700
|
1,786
|
|||||||||||||||
|
Total Expenses
|
9,975
|
2,270
|
10,325
|
5,970
|
26,413
|
|||||||||||||||
|
Net Loss
|
$
|
(9,975
|
)
|
$
|
(2,270
|
)
|
$
|
(10,325
|
)
|
$
|
(5,970
|
)
|
$
|
(26,413
|
)
|
|||||
|
Loss per Share – Basic and Diluted
|
$
|
(0.01
|
)
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
||||||||
|
Weighted Average Common Shares Outstanding
|
800,000
|
800,000
|
800,000
|
800,000
|
||||||||||||||||
See accompanying notes to condensed unaudited financial statements.
2
BRIDGEWAY ACQUISTION CORP.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
|
From
|
||||||||||||
|
Inception
|
||||||||||||
|
Six Months
|
Six Months
|
(October 22, 2010)
|
||||||||||
|
Ended
|
Ended
|
through
|
||||||||||
|
April 30, 2012
|
April 30, 2011
|
April 30, 2012
|
||||||||||
|
Cash Flows from Operating Activities
|
||||||||||||
|
Net Loss
|
$
|
(10,325
|
)
|
$
|
(5,970
|
)
|
$
|
(26,413
|
)
|
|||
|
Changes in Assets and Liabilities:
|
||||||||||||
|
Prepaid Expenses
|
-
|
3,500
|
-
|
|||||||||
|
Accounts Payable and Accrued Expenses
|
(874
|
)
|
2,470
|
-
|
||||||||
|
Net Cash Used In Operating Activities
|
(11,199
|
)
|
-
|
(26,413
|
)
|
|||||||
|
Cash Flows from Financing Activities
|
||||||||||||
|
Cash Advances by Related Parties
|
11,199
|
-
|
18,413
|
|||||||||
|
Cash Proceeds from Sale of Stock
|
-
|
-
|
8,000
|
|||||||||
|
Net Cash Provided By Financing Activities
|
11,199
|
-
|
26.413
|
|||||||||
|
Net Change in Cash
|
-
|
-
|
-
|
|||||||||
|
Cash - Beginning of Period
|
-
|
-
|
-
|
|||||||||
|
Cash - End of Period
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Supplemental Disclosure of Cash Flow Information:
|
||||||||||||
|
Interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Income Taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
See accompanying notes to condensed unaudited financial statements.
3
BRIDGEWAY ACQUISITION CORP.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATIONS 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. The Company ceased to be a shell company subsequent to its reverse acquisition of Dragons Soaring Limited on June 15, 2012.
On June 15, 2012, the Company completed an acquisition of Dragons Soaring Limited, a BVI company (“Dragons Soaring”), pursuant to a Share Exchange Agreement. The acquisition was a reverse acquisition in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805-40 “Reverse Acquisitions”. Bridgeway was the legal acquirer but accounting acquiree while Dragons Soaring was the legal acquiree and accounting acquirer.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 Company
The Company is considered to be in the development stage as defined by 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).
Use of Estimates and Assumptions
The preparation of unaudited condensed 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
4
Recently Issued Accounting Standards
We do not expect that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
|
3.
|
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. 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.
|
4.
|
GOING CONCERN
|
The accompanying financial statements have been prepared assuming that we will continue as a going concern. As reflected in the accompanying financial statements, we had a deficit accumulated during the development stage of $26,413 on April 30, 2012. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. We expect the acquisition of Dragons Soaring on June 15, 2012 will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
5
|
5.
|
SUBSEQUENT EVENTS
|
On June 14, 2012, we entered into a Debt Cancellation Agreement with Bosch Equities, L.P., Keri Bosch and Devin Bosch (the “Boschs”), pursuant to which $8,088 of debt owed to the Boschs was cancelled in exchange for 880,000 shares of common stock of Bridgeway. Keri Bosch, Bridgeway’s sole director and officer is the sole shareholder of KBB Financial, Inc., Bosch Equities, L.P.’s General Partner. At the time of the transaction Bosch Equities, L.P. was Bridgeway’s sole shareholder.
On June 15, 2012, we completed a reverse acquisition transaction through a share exchange with Dragons Soaring Limited (BVI), or Dragons Soaring, and its shareholders, or the Shareholders, whereby we acquired 100% of the issued and outstanding capital stock of Dragons Soaring in exchange for 31,920,000 shares of our Common Stock which constituted 95% of our issued and outstanding capital stock as of and immediately after the consummation of the reverse acquisition. As a result of the reverse acquisition, Dragons Soaring became our wholly-owned subsidiary and the former Shareholders of Dragons Soaring became our controlling stockholders. The share exchange transaction with Dragons Soaring and the Shareholders was treated as a reverse acquisition, with Dragons Soaring as the acquirer and Bridgeway Acquisition Corp. as the acquired party for accounting purposes. The applicable business and financial information of Dragons Soaring Limited and its controlled affiliate was contained in a Current Report on Form 8-K filed with the SEC on June 15, 2012.
On June 15, 2012, Keri B. Bosch, our former President, Treasurer, Secretary and sole director, submitted a resignation letter pursuant to which she resigned from all offices that she held and as a director, effective upon the closing of the share exchange. In addition, on June 15, 2012 our board of directors made the following actions: (a) Baoyuan Zhu was appointed as Chairman of our board of directors; (b) Zhengyuan Yan and Jianjun Gao were appointed as members of our board of directors; (c) Zhengyuan Yan was appointed to serve as Chief Executive Officer; and (d) Wenqi Yao was appointed to serve as Chief Financial Officer of the Company.
As a result of our acquisition of Dragons Soaring, we now own all of the issued and outstanding capital stock of Dragons Soaring, which in turn owns all of the issued and outstanding capital stock of Huashi International Holdings Group Limited (Hong Kong), which in turn owns all of the issued and outstanding capital stock of Huashida Information Consulting (Shenzhen) Co., Ltd, or Huashida Consulting. In addition, we effectively and substantially control Huludao Hefeng Rescue Equipment Co. Ltd., or Huludao Rescue, through a series of captive agreements with Huashida Consulting.
Subsequent to the closing of the share exchange, we conduct our operations through our controlled consolidated affiliate Huludao Rescue. Huludao Rescue is a company specializing in mining equipment design, mine safety system research, sales agent of mining equipment and leasing agent of rescue capsules. Huludao Rescue is located in an integrated industrial park of Beigang Industrial Park of Huludao City, People’s Republic of China.
The financial statements and related historical disclosure contained in the notes thereto relate to the period before the reverse acquisition when Bridgeway Acquisition Corp. was a shell company without substantial operations. On June 15, 2012, the Board of Directors of Bridgeway approved the change of the fiscal year end of Bridgeway Acquisition Corp. from October 31 to December 31 as a result of the reverse acquisition of Dragons Soaring.
6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with our unaudited financial statements and notes thereto included in this Quarterly Report on Form 10-Q and our audited financial statements and notes thereto included in our Current Report on Form 8-K filed with the SEC on June 15, 2012.
Forward Looking Statement Notice
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the U.S. federal securities laws. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “likely,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are subject to a number of risks that could cause them to differ from our expectations. These include, but are not limited to, risks relating to:
|
▪
|
the impact of a downturn or negative changes in the market for mining safety and equipment.
|
|
▪
|
our ability to obtain additional capital in future years to fund our planned expansion.
|
|
▪
|
economic, political, regulatory, legal and foreign exchange risks associated with our operations.
|
|
▪
|
the loss of key members of our senior management and our qualified sales personnel.
|
You should not place undue reliance on these forward-looking statements, which are based on our current views and assumptions. In evaluating these statements, you should specifically consider various factors, including the foregoing risks and those outlined under “Risk Factors” in our Current Report on Form 8-K as filed with the SEC on June 15, 2012. Many of these factors are beyond our control. Our forward-looking statements represent estimates and assumptions only as of the date of this quarterly report on Form 10-Q. Except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this quarterly report on Form 10-Q.
Overview
The Company was incorporated in the State of Delaware on October 22, 2010. Since inception until the closing of the share exchange described below, the Company has been a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business.
Recent Developments
Acquisition of Dragons Soaring
On June 15, 2012, we completed a reverse acquisition transaction through a share exchange with Dragons Soaring Limited (BVI), or Dragons Soaring, and its shareholders, or the Shareholders, whereby we acquired 100% of the issued and outstanding capital stock of Dragons Soaring in exchange for 31,920,000 shares of our Common Stock which constituted 95% of our issued and outstanding capital stock as of and immediately after the consummation of the reverse acquisition. As a result of the reverse acquisition, Dragons Soaring became our wholly-owned subsidiary and the former Shareholders of Dragons Soaring became our controlling stockholders. The share exchange transaction with Dragons Soaring and the Shareholders was treated as a reverse acquisition, with Dragons Soaring as the acquirer and Bridgeway as the acquired party for accounting purposes. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Bridgeway Acquisition Corp.
7
On June 15, 2012, Keri B. Bosch, our former President, Treasurer, Secretary and sole director, submitted a resignation letter pursuant to which she resigned from all offices that she held and as a director, effective upon the closing of the share exchange. In addition, on June 15, 2012 our board of directors made the following actions: (a) Baoyuan Zhu was appointed as Chairman of our board of directors; (b) Zhengyuan Yan and Jianjun Gao were appointed as members of our board of directors; (c) Zhengyuan Yan was appointed to serve as Chief Executive Officer; and (d) Wenqi Yao was appointed to serve as Chief Financial Officer of the Company.
As a result of our acquisition of Dragons Soaring, we now own all of the issued and outstanding capital stock of Dragons Soaring, which in turn owns all of the issued and outstanding capital stock of Huashi International Holdings Group Limited (Hong Kong), which in turn owns all of the issued and outstanding capital stock of Huashida Information Consulting (Shenzhen) Co., Ltd, or Huashida Consulting. In addition, we effectively and substantially control Huludao Hefeng Rescue Equipment Co. Ltd., or Huludao Rescue, through a series of captive agreements with Huashida Consulting.
Subsequent to the closing of the share exchange, we conduct our operations through our controlled consolidated affiliate Huludao Rescue. Huludao Rescue is a company specializing in mining equipment design, mine safety system research, sales agent of mining equipment and leasing agent of rescue capsules. Huludao Rescue is located in an integrated industrial park of Beigang Industrial Park of Huludao City, People’s Republic of China.
The financial statements and related historical disclosure contained in this report relate to the period before the reverse acquisition when Bridgeway was a shell company without substantial operations. On June 15, 2012, the Board of Directors of Bridgeway approved the change of the fiscal year end of Bridgeway from October 31 to December 31 as a result of the reverse acquisition of Dragons Soaring.
Results of Operations
For the three months ended April 30, 2012, the Company had no revenues and incurred a net loss of $9,975, comprised of legal, accounting and other fees incurred in relation to the filing of the Company’s Form 10-K and Form10-Q in April 2012 and other SEC-related compliance matters ($9,350) and other general and administrative expenses ($625) related to the Company’s state franchise fees.
For the three months ended April 30, 2011, the Company had no revenues and incurred a net loss of $2,270, comprised of legal, accounting and other fees incurred in relation to the filing of the Company’s Form10-Q in March 2011 and other SEC-related compliance matters ($2,270).
For the six months ended April 30, 2012, the Company had no revenues and incurred a net loss of $10,325, comprised of legal, accounting and other fees incurred in relation to the filing of the Company’s Form 10-K and Form10-Q in April 2012 and other SEC-related compliance matters ($9,350) and general and other administrative expenses ($975) related to the Company’s state franchise fees.
8
For the six months ended April 30, 2011, the Company had no revenues and incurred a net loss of $5,970, comprised of legal, accounting and other fees incurred in relation to the filing of the Company’s Form10-Q in March 2011 and other SEC-related compliance matters ($5,270) and other general and administrative expenses ($700) related to the Company’s state franchise fees.
For the period from October 22, 2010 (inception) through April 30, 2012, the Company had no revenues and had a net loss of $26,413, comprised of legal, accounting, audit and other professional service fees incurred in relation to the formation of the Company and the filing of the Company’s Forms 10, 10-K and 10-Q, and other SEC-related compliance matters ($24,627) and other general and administrative expenses ($1,786) related mostly to the Company’s state franchise fees.
Liquidity and Capital Resources
As of April 30, 2012, Bridgeway had no assets and had $18,413 of current liabilities.
The following is a summary of the Bridgeway's cash flows from operating, investing, and financing activities:
|
For the six months ended April 30, 2012
|
||||
|
Operating activities
|
$
|
(11,199
|
)
|
|
|
Investing activities
|
$
|
-
|
||
|
Financing activities
|
$
|
11,199
|
||
|
Net effect on cash
|
$
|
-
|
||
|
For the six months ended April 30, 2011
|
||||
|
Operating activities
|
$
|
-
|
||
|
Investing activities
|
$
|
-
|
||
|
Financing activities
|
$
|
-
|
||
|
Net effect on cash
|
$
|
-
|
||
|
For the Cumulative Period from Inception (October 22, 2010) through April 30, 2012
|
||||
|
Operating activities
|
$
|
(26,413
|
)
|
|
|
Investing activities
|
-
|
|||
|
Financing activities
|
$
|
26,413
|
||
|
Net effect on cash
|
$
|
-
|
||
As reflected in the accompanying financial statements, Bridgeway was in the development stage with no operations and had a net loss of $26,413, and used $26,413 cash in operations for the period from October 22, 2010 (inception) to April 30, 2012. This raised substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern was dependent on the Company's ability to raise additional capital and implement its business plan. However, as a result of our subsequent reverse acquisition of Dragons Soaring, we believe that our cash on hand and cash flow from operations will meet our present cash needs for the next 12 months. We may, however, in the future, require additional cash resources for the changing business conditions, implementation of our strategy to ramp up our marketing efforts and increase brand awareness, or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our stockholders. New indebtedness would result in increased debt service obligations and could require us to comply with the operating and financial covenants that could restrict our operations. Financing may not be available for amounts or terms acceptable to us, if at all. Any failure to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.
9
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 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 April 30, 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 and our quarterly report on Form 10-Q for the quarter ended January 31, 2012 were not filed within the time periods specified in the SEC's rules, our principal executive officer and our principal financial officer concluded that the disclosure controls and procedures of our former principal executive officer and former principal financial officer as of such date 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 April 30, 2012 that have materially affected or are reasonably likely to materially affect our internal controls.
10
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
Item 1A. Risk Factors.
There has been no material change in the Company's risk factors as previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on June 15, 2012.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None not previously reported.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
(a) Exhibits required by Item 601 of Regulation S-K.
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Exhibit No.
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Description
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31.1
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Certification of Principal Executive 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.
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31.2
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Certification of 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.
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32.1
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Certification of Principal Executive Officer 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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32.2
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Certification of Principal Financial Officer 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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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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11
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.
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BRIDGEWAY ACQUISITION CORP.
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Date: June 29, 2012
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By:
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/s/ Wenqi Yao |
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Wenqi Yao
Chief Financial Officer
(Principal Financial Officer)
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12
EXHIBIT INDEX
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Exhibit No.
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Description
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31.1
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Certification of Principal Executive 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.
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31.2
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Certification of 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.
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32.1
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Certification of Principal Executive Officer 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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32.2
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Certification of Principal Financial Officer 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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101.INS
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XBRL Instance Document
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|
|
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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