Attached files
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
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
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 000-54314
ENGCHOW EDUCATION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware _______________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4705 Metro Plaza
183 Tianhe Bei Lu
Tianhe, Guangzhou
China 610000
(Address of Principal Executive Offices)
202-387-5400
_______________________
(Registrant's Telephone Number)
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
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 Accelerated Filer
Non-accelerated filer 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 X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at September 30, 2011
Common Stock, par value $0.0001 202,708,628
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Balance Sheets as of September 30, 2011 F-1
Statements of Operations for the Three Months Ended
September 30, 2011 and for the Period from
February 1, 2011 (Inception) to September 30, 2011 F-2
Statement of Changes in Stockholders' Equity
for the Period from February 1, 2011 (Inception) to
September 30, 2011 F-3
Statement of Cash Flows for the Period from
February 1, 2011 (Inception) September 30, 2011 F-4
Notes to Financial Statements F5-F8
ENGCHOW EDUCATION CORPORATION
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
ASSETS
September 30,
2011
------------
Current Assets
Cash $ 6,510
Receivable from affiliate 1,152,985
-------------
Total Current Assets 1,159,495
-------------
TOTAL ASSETS $ 1,159,495
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Payable to affiliate $ 32,533
Accounts payable 29,710
-------------
Total Current Liabilities 62,243
-------------
Stockholders' Equity
Preferred Stock, $0.0001 Par Value,
20,000,000 Shares authorized;
zero shares issued and
outstanding -
Common Stock, $0.0001 Par Value,
500,000,000 Shares authorized;
202,708,628 Shares issued and
Outstanding 20,271
Additional paid-in capital 1,169,810
Deficit accumulated during the
development stage (92,829)
-------------
Total Stockholders' Equity 1,097,252
-------------
TOTAL LIABILITIES and
STOCKHOLDERS' EQUITY $ 1,159,495
=============
See accompanying notes to financial statements
F-1
ENGCHOW EDUCATION CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
For the Period from
For the quarter February 1, 2011
ended September 30, (Inception) to
2011 September 30, 2011
------------- ---------------
Operating Expenses $ 10,215 $ 92,829
------------- --------------
Net loss $ (10,215) $ (92,829)
============= ==============
Loss per Share - basic and diluted $ (0.00) $ (0.00)
-------------- --------------
Weighted average shares-
basid and diluted 202,708,628 201,947,980
-------------- --------------
See accompanying notes to financial statements
F-2
ENGCHOW EDUCATION CORPORATION
(A Development Stage Company)
STATEMENT OF CHANGES STOCKHOLDERS' EQUITY
(Unaudited)
Deficit
Accumulated
Common Stock Additional During the Total
----------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
---------- ---------- ------------ ----------- -------------
Balance, February 1,
2011 (Inception) - $ - $ - $ - $ -
Stock issued for
services 500,000 50 - - 50
Stock issued for
serivces 200,000,000 20,000 - - 20,000
Investment by
President - - 6,510 - 6,510
Net loss - - - (20,050) (20,050)
------------ ------- ---------- --------- ----------
Balance,
February 28,
2011 200,500,000 $ 20,050 $ 6,510 $ (20,050) $ 6,510
Stock issued for
services 20,000 2 10,534 - 10,536
Stock issued for
cash 2,188,628 219 1,152,766 - 1,152,985
Net loss - - - (62,564) (62,564)
------------ --------- --------- ---------- ----------
Balance, June 30,
2011 202,708,628 $ 20,271 $1,169,810 $ (82,614) $1,107,467
Net loss - - - (10,215) (10,215)
------------ --------- --------- ---------- ----------
Balance, September
30, 2011 202,708,628 $ 20,271 $1,169,810 $ (92,829) $1,097,252
============ ======== ========== ========== ==========
See accompanying notes to financial statements
F-3
ENGCHOW EDUCATION CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
For the Period from
February 1, 2011
(Inception) to
September 30, 2011
----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (92,829)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Shares issued for service 30,586
Changes in operating assets and liabilities
Receivable from affiliate (1,152,985)
Payable to affiliate 32,533
Accounts payable 29,710
------------
Net cash used in operating activities (1,152,985)
------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock 1,152,985
Investment by President 6,510
------------
Net cash provided by financing activites 1,159,495
------------
Net increase in cash 6,510
Cash at beginning of period -
------------
Cash at end of period $ 6,510
============
See accompanying notes to financial statements
F-4
Engchow Education Corporation
Notes to the Financial Statements (unaudited)
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
NATURE OF OPERATIONS
Engchow Education Corporation ("the Company ") was incorporated
on February 1, 2011 under the laws of the State of Delaware to engage
in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the
developmental stage since inception and its operations to date have
been limited to issuing shares to its original shareholders and filing
a Form 10 registration statement. The Company will attempt to locate
and negotiate with a business entity for the combination of that target
company with the Company. The combination will normally take the
form of a merger, stock-for-stock exchange or stock-for-assets
exchange. In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal
Revenue Code of 1986, as amended. No assurances can be given that
the Company will be successful in locating or negotiating with any
target company. The Company has been formed to provide a method
for a foreign or domestic private company to become a reporting
company with a class of securities registered under the Securities
Exchange Act of 1934.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is
designed to assist in understanding the Company's financial
statements. Such financial statements and accompanying notes are the
representations of the Company's management, who are responsible
for their integrity and objectivity. These accounting policies conform
to accounting principles generally accepted in the United States of
America ("GAAP") in all material respects, and have been
consistently applied in preparing the accompanying financial
statements.
USE OF ESTIMATES
These unaudited condensed financial statements should be read in
conjunction with the audited financial statements and notes thereto in
the Company's Form 10 filed on March 28, 2011 with the SEC. In
preparing these condensed financial statements, management is
required to make estimates and assumptions that affect the reported
amounts of assets and liabilities as of the date of the condensed
financial statements and the reported amount of revenues and
expenses during the reporting periods. Actual results could differ from
those estimates.
F-5
Engchow Education Corporation
Notes to the Financial Statements (Unaudited)
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
(CONTINUED)
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. From time to
time, the Company maintains cash balances at certain institutions in
excess of the Federal Deposit Insurance Corporation limit.
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities
are recognized for the future tax consequences attributable to
temporary differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
bases. 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.
Valuation allowances are established when it is more likely than not
that some or all of the deferred tax assets will not be realized.
LOSS PER COMMON SHARE
Basic loss per common shares excludes dilution and is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted earnings per common share
reflect the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into
common stock or resulted in the issuance of common stock that then
shared in the earnings of the entity. As of September 30, 2011 there
are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
FASB ASC 820 "Fair Value Measurements and Disclosures"
establishes a three-tier fair value hierarchy, which prioritizes the
inputs in measuring fair value. The hierarchy prioritizes the inputs into
three levels based on the extent to which inputs used in measuring fair
value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in
active markets;
Level 2: defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable;
and
Level 3: defined as unobservable inputs in which little or no
market data exists, therefore requiring an entity to
develop its own assumptions
F-6
Engchow Education Corporation
Notes to the Financial Statements (Unaudited)
FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
The carrying amounts of financial assets and liabilities approximate
their fair values because of the short maturity of these instruments.
Note 2 - GOING CONCERN
The Company has sustained operating losses since its inception on
February 1, 2011. Additionally, the Company has deficit
accumulated during the development stage of $92,829 at September
30, 2011. The Company also has a net loss from operations of
$10,215 for the three months ended September 30, 2011. The
Company's continuation as a going concern is dependent on its ability
to generate sufficient cash flows from operations to meet its
obligations, which it has not been able to accomplish to date, and /or
obtain additional financing from its stockholders and/or other third
parties.
These financial statements have been prepared on a going concern
basis, which implies the Company will continue to meet its
obligations and continue its operations for the next fiscal year. The
continuation of the Company as a going concern is dependent upon
financial support from its stockholders, the ability of the Company to
obtain necessary equity financing to continue its operations, and
successfully locating and negotiate with a business entity for the
combination of that target company with the Company.
There is no assurance that the Company will ever be profitable. The
financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of
assets or the amounts and classifications of liabilities that may result
should the Company be unable to continue as a going concern.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
In December 2010, the FASB issued ASU 2010-29, Disclosure of
Supplementary Pro Forma Information for Business Combinations.
This proposed ASU reflects the consensus-for-exposure in EITF Issue
No. 10-G, "Disclosure of Supplementary Pro Forma Information for
Business Combinations." The Amendments in this proposed ASU
specify that if a public entity presents comparative financial
statements, the entity would disclose revenue and earnings of the
combined entity as though the business combination(s) that occurred
during the current year had occurred as of the beginning of the
comparable prior annual reporting period only. This ASU would also
expand the supplemental pro forma disclosures under Codification
Topic 805, Business Combinations, to include a description of the
nature and amount of material, nonrecurring pro forma adjustments
directly attributable to the business combination. This proposed ASU
would be effective prospectively for business combinations that are
consummated on or after the beginning of the first annual reporting
period beginning on or after December 15, 2010. Early adoption
would be permitted. The adoption of this ASU did not have a material
impact to our financial statements. The new disclosures and
clarifications of existing disclosures are effective now, except for
the disclosures about purchases, sales, issuances, and settlements
in the roll forward of activity in Level 3 fair value measurements.
Those disclosures are effective for
F-7
Engchow Education Corporation
Notes to the Financial Statements (unaudited)
fiscal years beginning after December 15, 2010, and for interim
periods within those fiscal years. The adoption of this ASU did not
have a material impact on the Company's financial statements.
In May 2011, the Financial Accounting Standards Board ("FASB")
issued a new accounting standard on fair value measurements that
clarifies the application of existing guidance and disclosure
requirements, changes certain fair value measurement principles and
requires additional disclosures about fair value measurements. The
standard is effective for interim and annual periods beginning after
December 15, 2011. Early adoption is not permitted. The Company
does not expect the adoption of this accounting guidance to have a
material impact on its financial statements and related
disclosures. The adoption of this ASU did not have a material
impact on the the Company's financial statements.
NOTE 4 TRANSACTIONS WITH AFFILIATES
During the quarter ended June 30, 2011, the Company issued
2,188,628 common shares in exchange for cash proceeds of
$1,152,985. The Company has advanced those proceeds to Eng Chow
Educational Corporation (HK), Ltd. ("HKEEC") to fund costs
associated with locating and negotiating with a target company. The
advances are due on demand and do not bear interest. The majority of
the outstanding shares of the Company and HKEEC are owned by the
Company's President and CEO.
During the period from February 1, 2011 (inception) to September 30,
2011, the Company incurred certain legal and accounting fees totaling
$32,533 which were paid by Dr. Eng Training Center, Ltd. ("ETC")
which were recorded as an advance payable to affiliate. The advances
are due on demand and do not bear interest. The majority of the
outstanding shares of the Company and ETC are owned by the
Company's President and CEO.
NOTE 5 SHARE BASED PAYMENTS
During the quarter ended September 30, 2011, no shares were issued.
In April 2011, the Company issued 20,000 shares to two individuals
for marketing services in the PRC. The shares have been recorded as
operating expense in the accompanying statement of operations at an
estimated fair value of $0.53 per share which equals the cash proceeds
of the 2,188,628 shares issued to unrelated third parties during the
quarter.
NOTE 6 SUBSEQUENT EVENTS
In preparing these financial statements, the Company has evaluated
events and transactions for potential recognition or disclosure
through October 31, 2011 the date the financial statements were issued.
F-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
oPERATING EXPENSES
Operating expenses for the 3 months ended September 30, 2011
were $10,215 and consisted of legal and accounting consulting
expenses.
NET LOSS
Net loss for the three months ended September 30, 2011
was $10,215 and consisted of the Company's operating expenses.
Period from February 1, 2011 (inception) to September 30, 2011
Operating expenses
Operating expenses for the period from February 1, 2011 (inception) to
September 30 were $92,829 and consisted of legal, accounting and
marketing consulting expenses and the estimated fair value of shares
issued to the Company's founder. Shares issued to the Company's
founder were recorded at their estimated fair value of $.0001 or $20,000.
Marketing expense totaled $10,536 and was paid for through issuance of
20,000 common shares at their estimated fair value of $.53 per share or
$10,536. Legal and accounting expenses during the period was $62,293.
Net Loss
Net loss for the period from February 1, 2011 (inception) to September
30, 2011 was $92,829 and consisted of the Company's operating
expenses.
Liquidity and Capital Resources
As of September 30, 2011, the Company has no cash from operations
since inception. The financial statements have been prepared on a
going concern basis which implies the Company will continue to meet
its obligations and operations for the next fiscal year. The continuation
of the Company as a going concern is dependent on financial support from
its stockholders, the ability of the Company to obtain necessary equity
financing to continue operations and successfully locating and
negotiating with a business entity for a combination with that target
company. There is no assurance that the Company will ever be
profitable.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's discussion and analysis of results of operations and
financial condition are based on our financial statements. These
statements have been prepared in accordance with accounting principles
generally accepted in the United States of America. These principles
require management to make certain estimates and assumptions that
affect amounts reported and disclosed in the financial statements and
related notes. The most significant estimates and assumptions include
valuation of common shares issued in exchange for marketing services
and provisions for income taxes. Actual results could differ from these
estimates. Periodically we review all significant estimates and
assumptions affecting the financial statements and record the effect of
any necessary adjustments.
We describe our significant accounting policies in Note 1, Summary of
Significant Accounting Policies, of the Notes to Financial Statements
included in our registration statement on Form 10 as of and for the
period ended February 28, 2011. Other than as indicated in this
quarterly report, there have been no material revisions to the critical
accounting policies as filed in our registration statement on Form 10 as
of and for the period ended February 28, 2011 with the SEC on March 28,
2011.
OVERVIEW
Engchow Education Corporation was incorporated on February 1, 2011
under the laws of the State of Delaware to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and
acquisitions. Engchow Education has been in the developmental stage since
inception and its operations to date have been limited to issuing shares to
its original shareholders and filing this registration statement.
Engchow Education will attempt to locate and negotiate with a business
entity for the combination of that target company with it. Engchow Education
anticipates that it will primarily seek education institutions or a target
company involved in the education business with which to combine. The
combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target company
will wish to structure the business combination to be within the definition
of a tax-free reorganization under Section 351 or Section 368 of the
Internal Revenue Code of 1986, as amended.
No assurances can be given that Engchow Education will be successful
in locating or negotiating with any target company.
Engchow Education has been formed to provide a method for a foreign
or domestic private company to become a reporting company with a class of
securities registered under the Securities Exchange Act of 1934.
Potential Target Companies
Engchow Education anticipates that it will primarily seek education
institutions or a target company involved in the education business with
which to combine. Business entities, if any, which may be interested in a
combination with Engchow Education may include the following:
+ a company for which a primary purpose of becoming public is the
use of its securities for the acquisition of assets or
businesses;
+ a company which is unable to find an underwriter of its securities
or is unable to find an underwriter of securities on terms
acceptable to it;
+ a company which wishes to become public with less dilution of its
securities than would occur upon an underwriting;
+ a company which believes that it will be able to obtain investment
capital on more favorable terms after it has become public;
+ a foreign company which may wish an initial entry into the United
States securities market;
+ a special situation company, such as a company seeking a public
market to satisfy redemption requirements under a qualified
Employee Stock Option Plan;
+ a company seeking one or more of the other perceived benefits of
becoming a public company.
A business combination with a target company will normally involve the
transfer to the target company of the majority of the issued and outstanding
common stock of Engchow Education and the substitution by the target company
of its own management and board of directors.
No assurances can be given that Engchow Education will be able to enter
into any business combination, as to the terms of a business combination, or
as to the nature of a target company.
The proposed business activities described herein classify Engchow
Education as a "blank check" company. The Securities and Exchange
Commission and certain states have enacted statutes, rules and regulations
limiting the public sale of securities of blank check companies. Engchow
Education will not make any efforts to cause a market to develop in its
securities until such time as it has successfully implemented its business
plan and is no longer classified as a blank check company.
A business combination involving the issuance of the common stock of
Engchow Education will, in all likelihood, result in shareholders of a
target company obtaining a controlling interest in Engchow Education. As
a condition of the business combination agreement, the shareholders of
Engchow Education may agree to sell, transfer or retire all or a portion
of their stock of Engchow Education to provide the target company with all
or majority control. The resulting change in control of Engchow Education
will likely result in removal of the present officer and director of
Engchow Education and a corresponding reduction in or elimination of his
participation in the future affairs of Engchow Education.
Engchow Education has no operations nor does it currently engage in
any business activities generating revenues. Engchow Education's principal
business objective for the following 12 months is to achieve a business
combination with a target company.
Engchow Education anticipates that during the 12 months following the
date of this filing, it will incur costs related to (i)
filing reports as required by the Securities Exchange Acct of 1934 and
(ii) consummating an acquisition or merger. Since its inception, Engchow
Education has been dependent issuance of shares to furather its
activities. Engchow Education issued shares with a value of $20,050
to 3 individuals for services provided to it. The continuation of
Engchow Education as a going concern is dependent upon support from
its shareholders, its management or its ability to obtain necessary
equity financing to continue operations, or successfully locating and
negotiating with a business entity for the combination of that target
company.
During the period from February 1, 2011 (inception) to September 30,
2011, the Company issued 2,188,628 common shares in exchange for cash
proceeds of $1,152,985.The Company has advanced those proceeds to Eng
Chow Educational Corporation (HK), Ltd. ("HKEEC") to fund costs associated
with locating and negotiating with a target company. The advances are due
on demand and do not bear interest. The majority of the outstanding
shares of the Company and HKEEC are owned by the Company's President
and CEO.
During the period from February 1, 2011 (inception) to September 30,
2011, the Company incurred certain legal and accounting fees totaling
$32,533 which were paid by Dr. Eng Training Center, Ltd. ("ETC") which
were recorded as an advance payable to affiliate. The advances are
due on demand and do not bear interest. The majority of the outstanding
shares of the Company and ETC are owned by the Company's President
and CEO.
Search for Target Company
Management of Engchow Education will supervise the search for target
companies as potential candidates for a business combination. Engchow
Education anticipates that it will primarily seek education institutions
or a target company involved in the education business with which to
combine.
Engchow Education anticipates that it may enter, into agreements with
consultants to assist it in locating a target company and may share stock
received by it or an affiliate in Engchow Education with, or grant options
on such stock to, such referring consultants. There is no minimum or
maximum amount of stock or options that may be granted or paid to such
consultants.
Engchow Education may seek to locate a target company through
solicitation. Such solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms, accounting
firms, investment bankers, financial advisors and similar persons, the
use of one or more web sites and similar methods. Engchow Education
may utilize consultants in the business and financial communities for
referrals of potential target companies. However, there is no assurance
that Engchow Education will locate a target company for a business
combination.
Management of Engchow Education
Mr. Eng Chow is the sole officer and director of Engchow Education
and owns 98.7% of the its outstanding common stock. As such, he is able
to control matters requiring approval by shareholders, including the
election of directors and approval of significant corporate transactions.
Engchow Education has no employees nor are there any other persons than Mr.
Eng Chow who devote any time to its affairs.
Eng Chow, the officer and director of Engchow Education, will provide
his services without charge or repayment by Engchow Education.
Terms of a Business Combination
In implementing a structure for a particular business acquisition,
Engchow Education may become a party to a merger, consolidation,
reorganization, joint venture, licensing agreement or other arrangement
with another corporation or entity. On the consummation of a transaction,
it is likely that the present management and shareholders of Engchow
Education will no longer be in control of Engchow Education. In addition,
it is likely that the officer and director of Engchow Education will,
as part of the terms of the business combination, resign and be replaced
by one or more new officers and directors.
It is anticipated that any securities issued in any such business
combination would be issued in reliance upon an exemption from registration
under applicable federal and state securities laws. In many circumstances,
Engchow Education may wish to register all or a part of such securities for
public trading after the transaction is consummated. If such registration
occurs, it will be undertaken by the surviving entity after Engchow
Education has entered into an agreement for a business combination or has
consummated a business combination and Engchow Education is no longer
considered a blank check company. The issuance of additional securities
and their potential sale into any trading market which may develop in the
securities of Engchow Education may depress the market value of the
securities of Engchow Education in the future if such a market develops,
of which there is no assurance.
While the terms of a business transaction to which Engchow Education
may be a party cannot be predicted, it is expected that the parties to the
business transaction will desire to avoid the creation of a taxable event
and thereby structure the acquisition in a tax-free reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.
Engchow Education will participate in a business combination only
after the negotiation and execution of appropriate agreements. Although
the terms of such agreements cannot be predicted, generally such agreements
will require certain representations and warranties of the parties thereto,
will specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by the parties prior to and
after such closing and will include miscellaneous other terms.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who was
also the principal financial officer during the period covered by this
report).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, Engchow Education has issued
202,708,628 shares of common stock pursuant to Section 4(2) of the
Securities Act of 1933 :
Name Number of Shares
Tiber Creek Corporation 250,000
MB Americus LLC 250,000
Eng Chow 200,000,000
Individual shareholders 2,208,628
-----------
202,708,628
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to 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.
ENGCHOW EDUCATION CORPORATION
By:/s/ Eng Chow
Chief Executive Officer
Chief Financial Officer
Dated: November 2, 2011
