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| EBIG.OB > SEC Filings for EBIG.OB > Form 10-Q on 16-Nov-2009 | All Recent SEC Filings |
16-Nov-2009
Quarterly Report
Management's Discussion and Analysis contains various "forward looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10-Q, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to "anticipates", "believes", "plans", "expects", "future" and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company's business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. The Company adopted at management's discretion, the most conservative recognition of revenue based on the most astringent guidelines of the SEC in terms of recognition of software licenses and recurring revenue. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.
Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include those identified in the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future.
In addition, the foregoing factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.
Overview
We provide financial consulting services including public offering guidance, joint venture, and merchant banking services, to the small to medium-size businesses in China and other Asian countries. Normally, our first step is to help our clients become US public companies reporting pursuant to the Securities Exchange Act of 1934, as amended. Our target clients are mostly in China, Hong Kong, and Australia. We focus on short-term investment opportunities where the expected return is within a one to two year period and the potential gain is substantial for both parties. We generally seek transactions where we can assist in uncovering hidden value after our participation. Keith Wong (our President and Chief Executive Officer) and Norman Klein (our Chief Financial Officer) each have over twenty years of experience in the industrial, sales and financial industries. Our management believes that they can understand our prospective client's business quickly and are capable to take fast and decisive actions to achieve business opportunities for our client. Our immediate focus will be on businesses in China, Australia and Hong Kong and intend such businesses to become our prospective revenue centers in late 2009 and 2010. We plan to expand to other Asian countries after 2010 assuming that the business environment is positive at that time.
Many of the services we provide to our clients are as follows: assisting the client through audit preparation, legal process preparation, business plan development, web site development, strategic development and execution, selection of SEC approved auditor and attorneys, consultation during the SEC audit and legal process.
A new strategy has emerged during this past year. We seek business opportunities that provide us with a 51% ownership stake in the client's company. Each of these acquisitions will be a subsidiary of our company. We intend to eventually take each of these companies public in the United States.
Another new strategy has emerged during this past quarter. We seek business opportunities whereas EastBridge would provide assistance to U.S. Companies to open a market to sell their products and/or services in China. We
Financial Services
Our products and services consist of financial services that help small-to-medium-sized companies obtain capital to grow their business. Our financial services will be in the form of assisting the small-to-medium-sized companies in presenting Initial Public Offerings, engaging in Joint Ventures, acquiring Wholly Foreign Owned Enterprises, and assistance with Guaranteed Return Ventures, Investment Banking, Financial Advisory Services or any other financial services allowed by the local government and in compliance with the Securities and Exchange Commission rules and regulations. Under a Guaranteed Return Venture agreement, we will contribute our intellectual capital in an enterprise through knowledge, or good will. In return, the enterprise will provide a written guarantee that we will receive a certain percentage of its profits. Further, the enterprise will guarantee that it will pay a specified minimum profit to us. If the enterprise fails to do so, we will be entitled to its total profit in any agreed period of interest.
We also provide marketing, sales, and strategic planning services for its clients to assist them in entering the United States market.
We maintain a company website at: www.EbigCorp.com, the contents of which are
not a part of this filing. Our business plan is to provide financial services,
including public offering guidance, joint venture, and merchant banking advice
to small-to-medium-sized businesses in Asia. Through the public offering
guidance service, we will provide consultation to our clients in the areas of:
auditing, legal process, investor relations, public relations, and we will
provide details on marketing, sales, and strategic planning services.
Specifically, our management will provide our clients with valuable information
about the U.S. stock market, and its general entry requirements. Further, our
management will advise our clients on the pertinent information about U.S.
investors before becoming reporting companies.
Our target clients are mostly in the Chinese territories and other Asian countries. Our management searches for opportunities to enhance hidden values to our clients. Though we focus on opportunities that can create value for both our shareholders and clients, we cannot provide any assurance that such opportunities will create value for our shareholders, or otherwise increase the value of their investment in our company.
Products and Marketing
Our main business plan is to provide information on listing services for companies that want to be listed on a United State's stock exchange. We will also develop joint ventures and provide merchant banking services to our clients. Our potential income sources are derived from the following:
·
Earning cash fees and stock equities in the companies we represent as a Listing Client;
·
Cash income by operating joint ventures with local partners
·
Cash fees earned in providing merchant banking services to small Asian companies to access US funds.
We will serve as consultants and advisors to these companies to obtain loans, find business partners, and find merger candidates or assisting with feasibility studies.
Competition
At this time, we are unaware of any other companies that offer similar services with the same focus in Asia. Our management believes that larger investment firms may find the smaller Asian companies to be uneconomical for their resource investment. Further, the smaller companies may lack the knowledge capital to penetrate the barriers because of geographical, political, linguistic, cultural, or economy-of-scale reasons. However, the major brokerage and financial service companies, as well as some smaller companies, have competent advertising and marketing capabilities. Therefore, our management expects competition to increase in the near future.
Government Approval and Regulation of Industry
We face risks posed by any adverse laws and regulations affecting our business
plans that may be enacted by the U.S. and foreign governments. In order to
conduct our business in Asia, we will need to obtain some or all of the
following licenses, approvals and/or concessions from the country we are in:
Business registration, Tax certificate, Right to conduct Business Certificate,
Employment Approval, Residency Approval, Asset Appraisal, Acquisition Approval,
Import/Export License and Foreign Remission Approval. The list is subject to
additions, dependant on a particular business sector we decide to enter into in
the various Asian countries. We are subject to government approvals and
concessions. There are no proclamations that we need to obtain all of the
approvals and licenses above; nor is there a guarantee that we will obtain any
of the approvals and licenses when we are required to do so.
Business Strategies
We provide financial services including public offering guidance, joint venture, and merchant banking services, to the small to medium-size businesses in China, India and other Asian countries. Normally, our first step is to help our clients become US public companies reporting pursuant to the Securities Exchange Act of 1934, as amended. Our target clients are mostly in China, Hong Kong, and Australia. We focus on short-term investment opportunities where the expected return is within a one to two year period and the potential gain is substantial for both parties.
A new strategy has emerged during this past year. We plan to acquire several
companies and own a minimum 51% stake in each company. Each of these
acquisitions will be a subsidiary of our company. We intend to eventually take
each of these companies public in the United States. In short term, we are able
to provide the necessary capital for these companies to expand their business.
Another new strategy has emerged during this past quarter. EastBridge will
assist U.S. Companies to open the Chinese Market for their products and/or
services. EastBridge's Beijing Office will assist these U.S. Companies to
execute distribution and/or manufacturing agreements to distribute and/or
manufacture their products and/or services.
As of September 30, 2009, we have thirteen (13) clients that we are assisting with the process to register them with the Securities and Exchange Commission as public reporting companies in the United States and assist them in the process of listing their shares for trading on a United States stock exchange. Management anticipates, but can provide no assurances, that some of these clients will go public in the United States and begin trading their stock in 2010. We have currently formed several subsidiaries. We expect most of our clients to merge with one of our subsidiaries in the near future. After the mergers are completed, then our management will begin providing the listing services to commence the process to take these companies public and to begin listing their stock on a U.S. stock exchange. We may also choose to assist some of the clients' to become public companies directly without merging them into a subsidiary. Below is a summary of our clients and subsidiaries. Management expects, but cannot guarantee, that our financials should also improve in late 2009 or early 2010 once our clients complete the registration process with the Securities and Exchange Commission as public reporting companies. Once a client is registered as a public company and its stock begins trading in a U.S. stock market, then we will, as permitted under GAAP, record the value of its stock in that client as revenue for that quarter and also record the value as an asset on its balance sheet. We typically receive a 10 to 20% equity position in a client as consideration for our services along with cash fees.
Wenda Professional College/Wonder Education Company
We are providing listing services to Wenda, a major regional professional college located just west of Shanghai, China. It offers professional and vocational educational programs to assist post high school students to improve their skills for higher paying jobs. Wenda offers programs mainly in the computer related IT sectors such as network design, hardware technology, computer graphics, CAD, animation, network database and network security. We will receive restricted stock in Wenda as consideration for our services. We are currently working with Wenda to
Jinkuizi Science & Technology Company (JKZ)
As of October 27, 2008, EastBridge executed a definitive listing agreement with Jinkuizi Science & Technology Company located in Foshan, China. Jinkuizi develops and manufactures environmentally safe fertilizers in China and Southeast Asia. For its services, we have received a cash fee and an equity position in the eventual United States subsidiary that Jinkuizi will merge into as part of the process to go public in the U.S. and become listed on a U.S. stock exchange. We are assisting Jinkuizi in completing its audit for fiscal years 2007 and 2008 and in completing the review for the first nine months of 2009. The field work of Jinkuizi has been completed and we are working with the SEC auditor to complete the final report and financials and footnotes for 2007, 2008 and for the nine months of 2009. We formed a U.S. subsidiary for Jinkuizi called International Bio-Phosphorus Group Corporation. We are also beginning to work with Jinkuizi on the SEC registration process. EastBridge has received a cash fee and we will own 15% of JKZ's stock once we complete the listing of JKZ on a U.S. stock exchange.
Alpha Green Energy Company
On February 19, 2009, we entered into a listing agreement with Alpha Green Energy Company, a company based in Phoenix, Arizona. Alpha Green is a holding company that owns a subsidiary in Guizhou, China. The subsidiary's main business is electricity production using renewable bio-mass from the agricultural industry in China. For its services, we will be compensated with a cash fee plus equity in Alpha Green. EastBridge will also assist in a capital raise for Alpha Green.
Alpha Green has also agreed to purchase Fiber One, our subsidiary in Hong Kong, for a cash fee. The closing of this transaction has been extended to December 31,, 2009. We have completed the field audit of Fiber One for 2007 and 2008. We are currently working with the SEC auditor to complete the final report of the financials and footnotes for 2007 and 2008 and to conduct a review of the first nine months of 2009. We plan to merge Fiber One and Alpha Green Energy once the closing of this transaction has been completed. We will receive a cash fee plus 10% equity in Alpha Green once we list Alpha Green on a U.S. stock exchange. We have received a down payment of the cash fee as of September 30, 2009. We will also receive a cash fee for the purchase of Fiber One by Alpha Green. As of September 30, 2009, we have not distributed any stock to our shareholders for the stock dividend for Fiber One.
Huang Wei Pharmaceutical Company
We are providing listing services to Huang Wei, a well know Chinese pharmaceutical company located approximately two hours from Beijing, China. We intend to list Huang Wei in a United States stock market within the next 12 to 18 months. Huang Wei has recently added over thirty drug approvals from the Chinese FDA. Its products range from the special anti-flammitory to blood pressure-lowering drugs. We will receive restricted stock of Huang Wei as consideration for its services. We are currently assisting Huang Wei with preparing for its audit for fiscal years 2007 and 2008. We have formed a United States subsidiary called Huang Wei Pharmacy Group Holdings Limited. For its services, we will own approximately 13% in the U.S. subsidiary, called Huang Wei Pharmacy Group Holdings Limited.
AREM Pacific Corporation
On April 30, 2009, Arem Pacific Corporation has signed a new listing agreement with our company. Arem Pacific Corporation has signed a joint venture agreement with Hunan Construction Company of China. We will assist Arem Pacific Corporation to take the Joint Venture public in the United States and trade on a U.S. stock exchange.
During September, 2007, we signed a definitive agreement to acquire 15% of AREM Wines Pty, Ltd, ("Arem") an Australian wine company in Melbourne, Australia. Under the terms of the agreement, we gave Arem Pacific Corporation, the investment company that owns AREM Wines Pty, Ltd., 8,000,000 of our restricted common shares, plus options to purchase our common shares, in exchange for the 15% equity position in AREM. In subsequent events, we issued only 2,000,000 of the restricted shares as part of 8,000,000 shares to be issued in accordance with the agreement. The September, 2007 agreement replaces all other stock exchange agreements between us and Arem. In addition to the restricted stock agreement, our company and Arem signed a second agreement. We will assist Arem to become listed on a U.S. stock exchange. We will be paid $700,000 in cash, of which $400,000 was due at signing and $100,000 will be paid when the proper application is filed with the Securities and Exchange Commission and the remaining $200,000 following the listing and trading of AREM's stock on a U.S. stock exchange. Arem will also issue 5% of its stock to our stockholders.
As of September, 2008, the Arem Wines Pty, Ltd Company is Australia has been dissolved. A new company called, Arem Pacific Corporation was formed with a new set of directors and officers along with a new ownership structure. The U.S. subsidiary's name was also changed to Arem Pacific Corporation. We continue to own 15% of this subsidiary and our shareholders continue to own 5% of this new entity. As of December, 2008, Arem Pacific Corporation and our company have mutually agreed to postpone the listing process until after a restructure process for Arem is complete and the world's economy and market conditions improve. As of December, 2009, Arem Pacific Corporation has not issued any stock to its shareholders.
For the nine months ended September 30, 2009, no stock has been distributed to its shareholders for this subsidiary. There has been no activity for the three months ended September 30, 2009.
Yewo Group
We will provide listing services to Yewo Group, a diversified holding company. Yewo owns and operates two shopping centers, several distribution centers and a theme park resort center. Yewo plans to build and operate a Golf Resort in Nanjing, a Chinese city which is approximately two hours from Shanghai, China. We formed a United States subsidiary, called Sunyi International Group Corporation. Yewo's management has decided to put a hold on the listing process to complete a restructure of their company.
Tianjin Heavy Steel
On December 3, 2006, we entered into a listing agreement with Tianjin Hui Hong Heavy Steel Construction Co., Ltd ("Tianjin"), a company registered in China. Under the agreement, we agreed to assist Tianjin to become listed as a reporting company pursuant to the Securities Exchange Act of 1934, as amended in the United States within eighteen months from the execution date of the contract. We agreed to pay for certain legal, auditing, IR/PR, and advisory costs in conjunction with the listing process. Tianjin issued 15% of its outstanding common stock to us as consideration for its services on the date of execution of the contract. The shares are restricted stock pursuant to Rule 144 under the Securities Act of 1933, as amended. If we fail to list the client as a reporting company within the contract term, then we agreed to sell all the shares to the client for a nominal cost, unless the parties mutually agree to an extension. As of December, 2008, Tianjin and our company have mutually agreed to postpone the listing process until the world's economy and market conditions improve.
Ning Guo
On January 6, 2007, we entered into a listing agreement with Ning Guo Shunchang Machinery Co., Ltd. ("Ning Guo"), a company registered in China. Under the agreement, we agreed to assist Ning Guo to become listed as a reporting company pursuant to the Securities Exchange Act of 1934, as amended in the United States. We agreed to pay for certain legal, auditing, IR/PR, and advisory costs in conjunction with the listing process. Ning Guo issued
GinKo
On July 24, 2007, we entered into a listing agreement with Hefe GinKo Real Estate Company, Ltd. ("GinKo"), a company registered in Anhui, China. Under the agreement, we agreed to assist GinKo to become listed as a reporting company pursuant to the Securities Exchange Act of 1934, as amended in the United States. We agreed to pay for certain legal, auditing, IR/PR, and advisory costs in conjunction with the listing process. GinKo issued 18% of their company's common stock to us as consideration for its services on the date of execution of the contract. The shares are restricted stock pursuant to Rule 144 under the Securities Act of 1933, as amended. If we fail to list the client as a reporting company within the contract term, then we agreed to sell all the shares to the client for a nominal cost, unless the parties mutually agree to an extension. As of December, 2008, GinKo and our company have mutually agreed to postpone the listing process until the world's economy and market conditions improve.
Beijing Power Plant Equipment Company (ZZH)
We will provide listing services to ZZH, a major coal fired ignition equipment manufacturer for electricity power plants. Under the agreement, we agreed to assist ZZH to become listed as a reporting company pursuant to the Securities Exchange Act of 1934, as amended in the United States ZZH sells energy saving ignition equipment to control coal consumption in power plants and have been granted several critical patents for its core technology. ZZH currently provides equipment to save fuel and lower pollution to numerous major Chinese power plants, including the one providing power to Beijing-Da Tang Electricity Company. Coal is the main source of electricity generation in China and a major source in the U.S. We will receive restricted stock of ZZH as consideration for its services. As of December, 2008, ZZH and our company have mutually agreed to postpone the listing process until the world's economy and market conditions improve.
Ji-Bo Pipes and Valves Company
We acquired a controlling interest in Ji-Bo, located in Zhejiang, China. We agreed to issue 1 million shares of B-preferred stock in exchange for 51% controlling interest in Ji-Bo. Ji-Bo is well known supplier of copper parts to the plumbing industry in China. As of December, 2008, our company and Ji-Bo have agreed to cancel the acquisition agreement and execute a listing agreement between the two companies. For its services, we will receive a cash fee and an equity position in the U.S. subsidiary that Ji-Bo will merge into as part of the process to go public in the U.S. and become listed on a U.S. stock exchange pursuant to the Securities Exchange Act of 1934, as amended. As of September 30, 2009, the two companies have not agreed to the final terms of the listing agreement.
Aoxing Corporation
We acquired a controlling interest in Aoxing, located in Jiangxi, China. We agreed to issue 1 million shares of A-preferred stock in exchange for 51% controlling interest in Aoxing. Aoxing manufactures copper alloy electrical cables for the domestic (China) and international markets. As of December, 2008, our company and Aoxing have agreed to cancel the acquisition agreement and execute a listing agreement between the two companies. For its services, we will receive a cash fee and an equity position in the United States subsidiary that Aoxing will merge into as part of the process to go public in the U.S. and become listed on a U.S. stock exchange pursuant to the Securities Exchange Act of 1934, as amended. As of September 30, 2009, the two companies have not agreed to the final terms of the listing agreement.
As of October 7, 2008, we signed a definitive listing agreement with HaoHai, which is located in Hangzhou, China. HaoHai is a television media company selling advertisement time to the pharmaceutical companies in China. For its . . .
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