Attached files
| file | filename |
|---|---|
| EX-31.1 - CERTIFICATION - NewEnergy Enterprise Management, Inc. | f10q0311ex31i_newenrgyent.htm |
| EX-32.1 - CERTIFICATION - NewEnergy Enterprise Management, Inc. | f10q0311ex32i_newenrgyent.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
o TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission File Number: 0-53789
NEWENERGY ENTERPRISE MANAGEMENT, INC.
(Name of Registrant as specified in its charter)
| Delaware | 68-0678303 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation of organization) | Identification No.) |
Room 901, 3 Unit, Building No.4, District No. 1 of Caihongcheng
66 Guangcai Road, Fengtai District
Beijing, China
(Address of principal executive office)
(86) 10 87808034
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 o No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
|
Non-accelerated filer
(Do not check if smaller reporting company)
|
o
|
Smaller reporting company
|
x
|
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
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 3,050,000 shares of common stock are issued and outstanding as of May 11, 2011.
NEWENERGY ENTERPRISE MANAGEMENT, INC.
FORM 10-Q
March 31, 2011
TABLE OF CONTENTS
|
Page No.
|
PART I. - FINANCIAL INFORMATION
| Item 1. | Financial Statements | |
| Balance sheets as of March 31, 2011 (unaudited) and June 30, 2009 | 2 | |
| Statements of operations for the nine months ended March 31, 2011 and 2010 and the period from April 28, 2009 (inception) to March 31, 2011 (unaudited) | 3 | |
| Statements of operations for the three months ended March 31, 2011 and 2010 (unaudited) | 4 | |
| Statements of cash flows for the nine months ended March 31, 2011 and 2010 (unaudited) and the period from April 28, 2009 (inception) to March 31, 2011 (unaudited) | 5 | |
| Notes to Financial Statements. | 6 | |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations. | 8 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk. | 8 |
| Item 4 | Controls and Procedures. | 8 |
PART II - OTHER INFORMATION
| Item 6. | Exhibits. | 9 |
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.
Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended June 30, 2010, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.
We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
1
Balance Sheets
|
|
March 31
|
June 30,
|
||||||
|
2011
|
2010
|
|||||||
|
(Unaudited)
|
||||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$ | 25,546 | $ | 5,994 | ||||
|
Total current assets
|
25,546 | 5,994 | ||||||
|
Total Assets
|
$ | 25,546 | $ | 5,994 | ||||
| Liabilities and stockholders’ deficit | ||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable and accrued expenses
|
$ | 42,600 | $ | 38,000 | ||||
|
Due to shareholder
|
100,000 | 50,000 | ||||||
|
Total current liabilities
|
142,600 | 88,000 | ||||||
|
Total liabilities
|
142,600 | 88,000 | ||||||
|
Stockholders’ deficit:
|
||||||||
|
Preferred stock, $0.001 par value, 1,000,000 shares authorized;
|
- | - | ||||||
|
-0- shares issued and outstanding at March 31, 2011 and
|
||||||||
|
June 30, 2010
|
||||||||
|
Common stock, $0.001 par value, 10,000,000 shares authorized;
|
3,050 | 3,050 | ||||||
|
3,050,000 shares issued and outstanding at March 31, 2011
|
||||||||
|
and June 30, 2010
|
||||||||
|
Additional paid-in capital
|
530 | 530 | ||||||
|
Deficit accumulated during development stage
|
(120,634 | ) | (85,586 | ) | ||||
|
Total stockholders’ deficit
|
(117,054 | ) | (82,006 | ) | ||||
|
Total liabilities and stockholders’ deficit
|
$ | 25,546 | $ | 5,994 | ||||
The accompanying notes are an integral part of these financial statements.
2
Statements of Operations
(Unaudited)
|
For the Nine Months Ended
March 31, |
Cumulative from
April 28, 2009
(Inception) to
|
|||||||||||
|
2011
|
2010
|
March 31,
2011
|
||||||||||
|
Revenue
|
$ | - | $ | - | $ | - | ||||||
|
Operating expenses
|
||||||||||||
|
General and administrative expenses
|
35,048 | 65,970 | 120,634 | |||||||||
|
Total operating expenses
|
35,048 | 65,970 | 120,634 | |||||||||
|
Loss from operations
|
(35,048 | ) | (65,970 | ) | (120,634 | ) | ||||||
|
Net loss
|
$ | (35,048 | ) | $ | (65,970 | ) | $ | (120,634 | ) | |||
|
Loss per share
|
||||||||||||
|
Basic
|
$ | (0.01 | ) | $ | (0.03 | ) | ||||||
|
Diluted
|
$ | (0.01 | ) | $ | (0.03 | ) | ||||||
|
Weighted average number of common
|
||||||||||||
|
shares outstanding
|
||||||||||||
|
Basic
|
3,050,000 | 2,345,073 | ||||||||||
|
Diluted
|
3,050,000 | 2,345,073 | ||||||||||
The accompanying notes are an integral part of these financial statements.
3
Statements of Operations
(Unaudited)
|
For the Three Months Ended
|
||||||||
|
March 31
|
||||||||
|
2011
|
2010
|
|||||||
|
Revenue
|
$ | - | $ | - | ||||
|
Operating expenses
|
||||||||
|
General and administrative expenses
|
11,602 | 10,777 | ||||||
|
Total operating expenses
|
11,602 | 10,777 | ||||||
|
Loss from operations
|
(11,602 | ) | (10,777 | ) | ||||
|
Net loss
|
$ | (11,602 | ) | $ | (10,777 | ) | ||
|
Loss per share
|
||||||||
|
Basic
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
|
Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
|
Weighted average number of common
|
||||||||
|
shares outstanding
|
||||||||
|
Basic
|
3,050,000 | 3,050,000 | ||||||
|
Diluted
|
3,050,000 | 3,050,000 | ||||||
The accompanying notes are an integral part of these financial statements.
4
Statements of Cash Flows
(Unaudited)
|
Cumulative from
|
||||||||||||
|
For the Nine Months Ended
|
April 28, 2009
|
|||||||||||
|
March 31
|
(inception) to
|
|||||||||||
|
2011
|
2010
|
March 31, 2011
|
||||||||||
|
Cash flows from operating activities:
|
||||||||||||
|
Net loss
|
$ | (35,048 | ) | $ | (65,970 | ) | $ | (120,634 | ) | |||
|
Adjustments to reconcile net loss to net cash
|
||||||||||||
|
provided by (used in) operating activities:
|
||||||||||||
|
Stock-based compensation expense
|
- | 2,776 | 2,776 | |||||||||
|
Changes in current assets and current liabilities:
|
||||||||||||
|
Accounts payable and accrued expenses
|
4,600 | 29,900 | 42,599 | |||||||||
|
Net cash used in operating activities
|
(30.448 | ) | (33,294 | ) | (75,259 | ) | ||||||
|
Cash flows from financing activities:
|
||||||||||||
|
Due to shareholder
|
50,000 | 50,000 | 100,000 | |||||||||
|
Proceeds from issuance of stocks
|
- | 805 | 805 | |||||||||
|
Net cash provided by financing activities
|
50,000 | 50,805 | 100,805 | |||||||||
|
Net increase in cash and cash equivalents
|
19,552 | 17,511 | 25,546 | |||||||||
|
Cash and cash equivalents at beginning of period
|
5,994 | - | - | |||||||||
|
Cash and cash equivalents at end of period
|
$ | 25,546 | $ | 17,511 | $ | 25,546 | ||||||
The accompanying notes are an integral part of these financial statements.
5
NEWENERGY ENTERPRISE MANAGEMENT, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2011
(Unaudited)
Note 1 - Organization and nature of Business
NewEnergy Enterprise Management, Inc (the “Company”) was incorporated in the state of Delaware on April 28, 2009, with an authorized capital of 10,000,000 shares of common stock, par value of $0.001 per share, and 1,000,000 shares of 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
Basis of Presentation
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.
Interim Financial Statements
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.
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 March 31, 2011 and June 30, 2010, the Company has balances of $100,000 and $50,000, respectively, due to the chief executive officer. These advances are non-interest bearing.
Note 5 – Stockholders’ Deficit
On September 1, 2009, the Company issued 2,878,000 shares of its common stock to chief executive officer for approximately $102. The shares were valued at fair value on date of grant at $0.001 per share. Hence, the value of such stock in excess of the purchase price, approximately $2,776 is deemed to be compensation to the chief executive officer.
On September 1, 2009, the Company also issued 61,000 shares of its common stock to each of two investors for approximately $102 and $100.
On September 21, 2009, the Company issued 50,000 shares of its common stock for $500 to a group of investors pursuant to a stock purchase agreement.
6
NEWENERGY ENTERPRISE MANAGEMENT, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2011
(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.
|
Nine Months Ended March 31, 2011
|
Nine Months Ended March 31, 2010
|
|||||||
|
Net loss
|
$
|
(35,048
|
)
|
$
|
(65,970
|
)
|
||
|
Weighted average common shares
|
3,050,000
|
2,345,073
|
||||||
|
(denominator for basic loss per share)
|
||||||||
|
Effect of dilutive securities:
|
-
|
|||||||
|
Weighted average common shares
|
3,050,000
|
2,345,073
|
||||||
|
(denominator for diluted loss per share)
|
||||||||
|
Basic loss per share
|
(0.01
|
)
|
$
|
(0.03
|
)
|
|||
|
Diluted loss per share
|
(0.01
|
)
|
$
|
(0.03
|
)
|
|||
Note 7 – Income Taxes
Provision for income taxes was not made for the nine months ended March 31, 2011 and the period from April 28, 2009 (inception) to March 31, 2011 as the Company is a development stage enterprise and has incurred accumulated losses.
7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
We are a development stage company that was organized on April 28, 2009, and have not engaged in any operations through March 31, 2011. Our activities consisted of general and administrative expenses of $11,602 for the three months ended March 31, 2011 and $120,634 from inception (April 28, 2009) to March 31, 2011. Our chief executive officer, who is also our sole director, advanced us $100,000, of which $50,000 was advanced during the quarter ended December 31, 2010.
We were 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. Our principal business objective for the next twelve 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. Our expenses for the next twelve months will consist primarily of filing of reports pursuant to the Securities Exchange Act and costs related to negotiating and consummating an acquisition. We anticipate that our financial needs will be provided by loans from our sole officer and director, which would be paid upon completion of an acquisition.
For the three months ended March 31, 2011, we sustained a loss of $11,602, for the nine months ended March 31, 2011, we sustained a loss of 35,048, and for the period from inception (April 28, 2009) to March 31, 2011, we sustained a cumulative loss of $120,634, reflecting, in each case, our organizational, operational and related expenses and consulting fees. As a result, our stockholders’ deficiency at March 31, 2011 was $117,054.
We were organized to make one or more acquisitions in the paper recycling industry in China. Accordingly, any business in which we engage will be the businesses of the companies that we acquire. We will require financing both to pay all or substantially all of the cash portion of the purchase price and to provide working capital for our operations following the completion of the acquisition. The failure to obtain the necessary financing would impair our ability to make any acquisitions. As of the date of this report, we have no commitments with respect to any financing, and we cannot assure that we will be able to obtain required financing or to make any acquisition.
None of our employees or our director is engaged in any discussions with any representative of any other entity regarding a business combination with us. 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.
We cannot determine our financial requirements for the next twelve months. Prior to completing an acquisition, our principal expenses for our normal operations are not significant, since our sole officer does not receive any compensation for his services. We estimate that our ongoing expenses for rent, SEC filing obligations and consulting fees will be approximately $50,000, which will be advanced by our chief executive officer and reimbursed to him upon completion of an acquisition. If we engage in any negotiations with respect to an acquisition, our principal expenses will be legal, accounting and due diligence expenses relating to the potential acquisition, and we cannot estimate those expenses at this time.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required for smaller reporting companies.
Our management, consisting of WU Xiaohuiu, our chief executive and financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2011.
Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.
8
Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive and chief financial officer. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of March 31, 2011.
We are a development stage company, organized for the purpose of acquiring an operating company. As a result, we have limited financial transaction, since we do not generate revenue and we have no inventory or receivables. However, our sole officer and director is responsible for performing all financing functions, with no division of responsibility. Because we do not generate any transactions and substantially all funds received by us have been provided by our sole officer and director, we believe that our internal controls over financial reporting are effective for the current stage of our business.
There were no changes in our internal controls over financial reporting during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Part II
Item 6. Exhibits
31.1 Rule 13a-14(a)/15d-14(a) certification of Chief Executive and Financial Officer
32.1 Section 1350 certification of Chief Executive Officer and Chief Financial Officer
9
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEWENERGY ENTERPRISE MANAGEMENT, INC. | |||
|
Date: May 11, 2011
|
By:
|
/s/ WU Xiaohui | |
| WU Xiaohui, Chief Executive Officer and | |||
| Chief Financial Officer | |||
| (Principal Executive, Financial, and Accounting Officer) | |||
10