form10qsb.htm
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB
(Mark
One)
T
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For
the
quarterly period ended September 30, 2007
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: 0-52282
EastBridge
Investment Group Corporation
(Exact
name of small business issuer as specified in its charter)
Arizona
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86-1032927
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(State
or Other Jurisdiction of Incorporation)
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(I.R.S.
Employer Identification
No.)
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2101
East Broadway Road, Unit 30, Tempe, Arizona 85282
(Address
of principal executive offices)
(480)
966-2020
(Issuer’s
telephone number)
N/A
(Former
name, former address and former fiscal year, if changed since last
report)
Check
whether the issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Exchange Act during the past 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
The
number of shares of the issuer’s
common equity outstanding as of November 8, 2007 was 107,841,080 shares
of common stock.
Transitional
Small Business Disclosure Format (check one):
EastBridge
Investment Group Corporation
TABLE
OF CONTENTS
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PAGE
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PART
I. FINANCIAL INFORMATION
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ITEM
1. Financial Statements
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2
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3
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4
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5
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11
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17
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PART
II. OTHER INFORMATION
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18
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18
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18
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19
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19
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PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements
EASTBRIDGE
INVESTMENT GROUP CORPORATION
(FORMERLY
ATC TECHNOLOGY CORPORATION)
CONDENSED
CONSOLIDATED BALANCE SHEETS
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September
30,
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2007
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ASSETS
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Current
assets:
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Cash
and cash equivalents
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$ |
33,011
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Accounts
Receivables- net
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400,000
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Total
current assets
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433,011
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Total
assets
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$ |
433,011
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LIABILITIES
AND STOCKHOLDERS' DEFICIT
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Current
liabilities:
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Accounts
payable and accrued expenses
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$ |
310,360
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Accrued
compensation
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107,067
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Related
party payable
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27,058
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Total
current liabilities
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444,485
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Total
liabilities
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444,485
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Minority
interest
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1,234
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Stockholders'
deficit:
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Common
stock no par value and additional paid-in capital; 300,000,000 shares
authorized, 106,614,511 shares issued and
outstandingas
of September 30, 2007 respectively
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3,134,312
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Accumulated
deficit
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(3,147,020 |
) |
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Total
stockholders' deficit
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(12,708 |
) |
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Total
liabilities and stockholders' deficit
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$ |
433,011
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See
accompanying notes to condensed consolidated financial statements
EASTBRIDGE
INVESTMENT GROUP CORPORATION
(FORMERLY
ATC TECHNOLOGY CORPORATION)
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
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Three
Months Ended September 30,
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Nine
Months Ended September 30,
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2007
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2006
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2007
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2006
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Revenue
- related party
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$ |
408,779
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$ |
-
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$ |
426,556
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$ |
-
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-
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Operating
expenses:
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General
and administrative expense
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162,628
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-
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541,010
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-
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Sales
and Marketing
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129,956
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-
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144,750
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-
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Income/(Loss)
from operations
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116,195
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- |
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(259,204 |
) |
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- |
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Other
income (expense)
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Interest
income
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101
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-
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102
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-
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Interest
expense
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-
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-
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(458 |
) |
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-
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Gain
on settlement of debt
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7,249
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-
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25,771
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-
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Other
income (expense
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2,888
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-
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2,888
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-
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Net
income (loss) before income taxes and minority
interest
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126,434
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- |
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(230,900 |
) |
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- |
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Income
tax provision
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-
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-
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2,747
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-
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Loss
from discontinued operations |
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-
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(78,147 |
) |
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- |
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(226,783 |
) |
Minority
interest in income of subsidiaries
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1,234
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-
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1,234
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-
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Net
income (loss)
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$ |
125,200
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$ |
(78,147 |
) |
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$ |
(234,881 |
) |
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$ |
(226,783 |
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Income
(Loss) per share - basic and diluted
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$ |
0.00
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$ |
(0.00 |
) |
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$ |
(0.00 |
) |
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$ |
(0.00 |
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Weighted
average common shares outstanding - basic and
diluted
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104,084,529
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98,339,392
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104,084,529
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98,339,392
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See
accompanying notes to condensed consolidated financial statements
EASTBRIDGE
INVESTMENT GROUP CORPORATION
(FORMERLY
ATC TECHNOLOGY CORPORATION)
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
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Nine
Months Ended September 30,
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2007
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2006
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Cash
flows from operating activities:
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Net
loss
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$ |
(234,881 |
) |
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$ |
(226,783 |
) |
Adjustments
to reconcile net loss to net cash flows from operating
activities:
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Non-cash
stock-based compensation expense
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561,846
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-
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Minority
interest
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1,234
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-
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Changes
in operating assets and liabilities:
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Accounts
receivable
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(398,172 |
) |
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Accounts
payable
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11,818
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27,563
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Accrued
compensation
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18,568
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198,450
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Net
cash used by operating activities
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(39,587 |
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(770 |
) |
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Cash
flows from investing activities:
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Cash
flows from investing activities
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-
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-
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Cash
flows from financing activities:
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Proceeds
from related party borrowings
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27,059
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-
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Cash
provided by financing activities
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27,059
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-
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Increase
(decrease) in cash and cash equivalents
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(12,528 |
) |
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(770 |
) |
Cash
and cash equivalents at the beginning of the period
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45,539
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1,803
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Cash
and cash equivalents at the end of the period
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$ |
33,011
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(1,033 |
) |
Supplemental
Disclosure of Cash How Information:
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Cash
paid for interest
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$ |
- |
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$ |
- |
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Cash
paid for taxes
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$ |
- |
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$ |
- |
|
See
accompanying notes to condensed consolidated financial statements
EASTBRIDGE
INVESTMENT GROUP CORPORATION
(FORMERLY
ATC TECHNOLOGY CORPORATION)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 – COMPANY OVERVIEW
EastBridge
Investment Group Corporation (formally ATC Technology Corporation)
(“EastBridge”, “we”, “us”, “our” or the “Company”) was incorporated in the state
of Arizona on June 25, 2001. The Company’s principle activity up
through June 30, 2005 was to manufacture mobile entertainment products that
provide a means to play video game consoles made by Sony, Microsoft and
Nintendo, in the car, RV, SUV, van or boat with attachable viewing
monitors.
On
August
23, 2002, we entered into an agreement with Providential Holding, Inc.
(“Providential”) to sell all the issued and outstanding shares of
EastBridge. For consideration, Providential agreed to
deliver (i) $250,000 in non-interest bearing promissory notes, payable 270
days
after closing, (ii) $250,000 in non-interest bearing promissory notes, payable
180 days after closing, (iii) 3,000,000 shares of restricted stock of EastBridge
with an option of additional shares to be issued after 270 days if the stock
price does not reach $0.30 and (iv) 1,000,000 shares of restricted stock of
Providential with an option of additional shares to be issued after one year
if
the stock price does not reach $0.30. The transaction between the original
stockholders and Providential was consummated as of October 17,
2003. On June 30, 2005 the Company and Providential, agreed to a
financial and ownership restructuring and executed a formal agreement to return
the majority ownership of EastBridge to its original stockholders in exchange
for a forgiveness of notes and obligations owed to the Company and its original
stockholders. The total amount of the debt forgiven was $1,932,617 and is
recorded as paid-in capital by the majority original stockholders in the 2005
financial statement. As a result of the re-structuring, Providential has become
a minority stock holder and the original stockholders of the Company have become
the majority stockholders as a group.
In
2005,
we decided to exit the mobile video game market and dedicate our activities
to
providing investment related services in Asia, with a strong focus on the high
GDP growth countries, such as China and India. EastBridge will initially
concentrate on the growing investment opportunities in China (Hong Kong,
mainland China, Macao and Taiwan). Its products will be financial
services that assist small to medium-size companies obtain capital to grow
their
business. Our financial services are expected to be in the form of
joint ventures, wholly foreign owned enterprises, guaranteed return ventures,
investment banking, financial advisory services or any other financial services
allowed by the local government and in compliance with the United States
Securities Exchange Commission regulations. In addition, EastBridge will also
provide marketing, sales and strategic planning services for its clients to
assist them to enter the United States market.
EastBridge
is one of the very few United States companies solely concentrated in marketing
financial services to the small to mid-size, but large number, of Asian
companies that require financial services to assist them in expanding in their
local markets. In the business sectors that EastBridge sees a unique
opportunity, EastBridge will form its own foreign subsidiaries with local
partners to capture the opportunity.
In
January, 2007, we formed Fiber One Limited (“Fiber One”) in Hong Kong as a
wholly owned subsidiary of EastBridge to provide calibration and maintenance
services to fiber optic companies in Asia, mainly in China and
Japan. On June 11, 2007, we distributed 5.0% of Fiber One to our
shareholders of record on June 11, 2007. Accordingly, the results of
Fiber One have been consolidated with those of EastBridge’s from the date of
formation of Fiber One. EastBridge has formed other subsidiaries
since the formation of Fiber One – these are noted in the Management Discussion
and Analysis section.
Summary
of Significant Accounting Policies
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities
and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts income and expenses during the reporting
period. Actual results could differ from those estimates. Significant estimates
include the deferred income tax reserves and stock-based
compensation.
Operating
results for the three and nine month periods ended September 30, 2007, are
not necessarily indicative of the results that may be expected for the full
fiscal year. Certain reclassifications have been made to conform 2006
information to the presentation of fiscal 2007 information.
Net
Income (Loss) Per Share
Basic
earnings (loss) per share is calculated by dividing income
(loss) available to common shareholders by the weighted average number of
common shares outstanding for the period. Diluted earnings
(loss) per share is calculated based on the weighted average number of
common shares outstanding during the period plus the dilutive effect of common
stock purchase warrants and stock options using the treasury stock method and
the dilutive effects of convertible notes payable and convertible preferred
stock using the if-converted method. There are no dilutive
securities outstanding for any period presented.
NOTE
2 – GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. This basis of accounting contemplates the
recovery of our assets and the satisfaction of its liabilities in the normal
course of business. Through September 30, 2007, the Company had incurred
cumulative losses of approximately $3,147,020. As of September 30,
2007 we have negative working capital of approximately $11,474. As of
September 30, 2007, the paid in capital from the officers and major shareholders
has increased to $3,134,312
Management
plans to take the following steps that it believes will be sufficient to provide
the Company with the ability to continue in existence. (i) Management intends
to
continue to raise additional financing through private equity or debt financing
to pay down Company debt and/or reduce the cost of debt service. (ii) Management
is also planning to continue to finance the company using their own personal
funds or using the equity that they personally own in the
company. (iii) Management intends to increase revenues and is
actively pursuing additional contracts in several markets overseas.
NOTE
3. INTERIM FINANCIAL STATEMENTS
The
accompanying interim unaudited condensed consolidated financial information
has
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulations, although management
believes that the disclosures are adequate to make the information presented
not
misleading. In the opinion of management, all adjustments, consisting only
of
normal recurring adjustments, necessary to present fairly the financial position
of the Company as of September 30, 2007 and the related operating results and
cash flows for the interim period presented have been made. The results of
operations of such interim period are not necessarily indicative of the results
of the full fiscal year. For further information, refer to the financial
statements and footnotes thereto included in the Company’s 10-KSB and Annual
Report for the fiscal year ended December 31, 2006.
NOTE
4 – RELATED PARTY TRANSACTIONS
Due
to officers
The
Company received advances from officers of the Company amounting to $27,058,
as
of September 30, 2007. These advances are interest free and payable
on demand.
Amonics
and Man Wai Sing
During
February 2007 (as amended August 2007), Fiber One entered into an employment
agreement with Man Wai Sing, who is also the President of Amonics Limited
(“Amonics”), a company that we have previously entered into a financial services
transaction with. The employment agreement calls for annual
compensation of $38,800 Hong Kong dollars per year, for two years, payable
in
February of 2009. Revenues recognized in these financial statements
reflect calibration services performed for Amonics by Fiber
One. Additionally, during the second quarter of 2007, Amonics
advanced Fiber One $2,000 Hong Kong dollars that is interest free and payable
on
demand.
NOTE
5 – EQUITY
Common
Stock
At
September 30, 2007, EastBridge has 106,614,511 shares of no par common stock
issued with 300,000,000 shares authorized. During the first nine
months of 2007, 6,035,709 common shares were issued to consultants, officers
for
services rendered deferred salaries, and payment of debt. The shares
were valued between the values of 7 – 9 cents a shares based on the market value
of the common shares at the time the services were rendered, which approximates
the value of the services rendered.
2007
Employees and Consultants Stock Option Plan
During
the second quarter of 2007, the Company’s Board of Directors approved and
adopted the 2007 Employees and Consultants Stock Option Plan (the “Plan”) and
designated 10,000,000 of our no par common stock for issuance under the Plan
to
employees, directors or consultants for EastBridge through either the issuance
of shares or stock option grants. Under the terms of the Plan, stock
option grants shall be made with exercise prices not less than 100% of the
fair
market value of the shares of Common Stock on the grant date.
Lock-up
Agreements
Each
of
the major shareholders of EastBridge, Keith Wong, High Performance Edge, LLC,
Norm Klein, and Providential (including holdings held personally by the family
of the Chief Executive Officer of Providential) have agreed to limit the number
of shares sold in their portfolio to a fixed percentage for the period of twelve
months following the effectiveness of EastBridge’s Form 10-SB registration
statement, which was declared effective in the first quarter of
2007.
During
the first twelve months following the effectiveness of our Form 10-SB
registration statement, each major shareholder will limit the number of shares
sold in their portfolio to the following fixed percentage for each month. The
number of shares that may be sold each month will be calculated by multiplying
the maximum fixed percentage allowed for that month times the initial gross
number of shares owned by each partner.
Month
1:
1.9%
Month
2
and 3: 2.5%
Month
4:
5.0%
Month
5
and 6: 7.0%
Months
7-12: 10.0%
Twelve
months after EastBridge becomes a public company, there will be no
restrictions. Aside from the Lock-up agreements above, the major
shareholders, named in the lock up agreement (as filed as an Exhibit to the
Form
10-SB filing), understand that the maximum number of shares allowed to be sold
is limited by Rule 144 at any given time. The Company believes that
Keith Wong, High Performance Edge, LLC, Norm Klein, and Providential are
affiliates of the Company.
Rule
144
also provides that our affiliates who are selling shares of our common stock
that are not restricted shares must nonetheless comply with the same
restrictions applicable to restricted shares with the exception of the holding
period requirement. Thus, Keith Wong, High Performance Edge, LLC, Norm Klein,
and Providential will be subject to the one percent limitations of the Rule
144
after the expiration of the Lock-up agreement.
NOTE
6 – GAIN ON THE SETTLEMENT OF DEBT
During
the first quarter of 2007, we recorded an $18,522 gain on the settlement of
debt. The gain related to the settlement of $26,460 of accounts
payable, which were settled for a cash payment of $7,938. During the
third quarter of 2007, we recorded a $7,249 gain on the settlement of IRS
debt. The gain related to the settlement of $10,841 of accounts
payable, which was settled for a cash payment of $3,592 in which penalties
and
interest were abated. The gains are reflected in “other income” on the
accompanying Statements of Operations.
NOTE
7 – SEGMENT INFORMATION
We
have
determined our operating and reporting segments pursuant to the requirements
of
SFAS No. 131, “Disclosures about Segments of an Enterprise and Related
Information” (“SFAS 131”). In making this determination, we considered our
organization/reporting structure and the information used by our chief operating
decision makers to make decisions about resource allocation and performance
assessment. The segments also help focus strategic planning efforts on key
objectives and initiatives across our businesses. Due to our integrated business
structure, operating costs included in one segment may benefit other segments.
Therefore, these segments are not designed to measure operating income or loss
that is directly related to the products included in each segment. We operate
in
two segments – Financial Services, through EastBridge, and Calibration Services,
through our 95% owned subsidiary, Fiber One. Presented below our nine
months ended September 30, 2007:
Financial
Services segment is a strategic business development of our company that has
sought out new acquisitions and assists those companies in developing marketing
strategies
|
|
2007
|
|
|
2006
|
|
|
Net
Change
|
|
Revenue
|
|
|
400,000
|
|
|
|
0
|
|
|
|
400,000
|
|
Operating
Loss
|
|
|
(283,669)
|
|
|
|
0
|
|
|
|
(283,669)
|
|
Calibration
Services segment is a business segment that provides internet and fiber
services in Hong Kong to a limited customer base.
|
|
2007
|
|
|
2006
|
|
|
Net
Change
|
|
Revenue
|
|
|
26,556
|
|
|
|
0
|
|
|
|
26,556
|
|
Operating
Income
|
|
|
24,465
|
|
|
|
0
|
|
|
|
24,465
|
|
During
2006, we operated only in the financial services segment.
Corporate-Level
Expenses
|
|
2007
|
|
|
2006
|
|
|
Net
Change
|
|
Corporate
Level Income
|
|
|
24,323
|
|
|
|
|
|
|
|
24,323
|
|
Certain
corporate-level expenses are not allocated to our segments. Those expenses
primarily include corporate operations related to broad-based sales and
marketing, product support services, human resources, legal, finance,
information technology, corporate development and procurement activities,
research and development and other costs, settlement of debt, and stock and
warrants issued for compensation.
NOTE
8 – INCOME TAXES
We
recognize a provision for foreign taxes on our income from Fiber One, however,
due to the lack of taxable income relative to our U.S. operations and history
of
recurring losses, we have provided a 100% valuation allowance for our net
operating loss carry-forwards generated in the U.S.
NOTE
9 – SUBSEQUENT EVENTS
Issuance
of Common Shares
From
October 1, 2007 to November 8, 2007, we issued 1,226,569 shares of our common
stock in relation to services performed for EastBridge by several of our
vendors, as well as for compensation, in lieu of paying cash, to our
officers.
In
October, 2007 the company issued 2,000,000 shares of the 8,000,000 restricted
common stock to Arem Wine in accordance with the agreement entered into in
September 2007. This was a stock exchange agreement which provided
the company 15% ownership in Arem Wine Pty, Ltd. This September, 2007
agreement replaced all previous agreements between the company and
Arem.
Additionally,
in a second agreement between the company and Arem, EastBridge will be paid
$700,000 in cash to take Arem public in a U.S. stock market, of which $400,000
was paid at signing and $100,000 will be paid when the proper application is
filed with the SEC and the remaining $200,000 on actual listing and AREM's
stock
begins trading.
As
of
November 8, 2007, we have issued a total of 107,841,080 shares of our common
stock
**********
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
This
discussion and analysis should be read in conjunction with the Company's
consolidated financial statements and the related notes thereto, which are
included elsewhere in this document. The following discussion should
also be read in conjunction with our annual report on Form 10-KSB for the year
ended December 31, 2006, as filed with the Securities and Exchange Commission
as
well as our other filings made with the Securities and Exchange
Commission.
Any
statements contained herein that are not statements of historical fact may
be
deemed forward-looking statements. Without limiting the foregoing,
the words “believes,” “anticipates,” “plans,” “expects” and similar expressions
are intended to identify forward-looking statements. Readers are cautioned
not
to place undue reliance on forward-looking statements, which speak only as
of
the date hereof. EastBridge Investment Group Corporation and its
subsidiary Fiber One Limited (collectively, “EastBridge”, “we”, “us”, “our” or
the “Company”) undertakes no obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Overview
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. Our target clients are mostly in
India, China, Hong Kong, Macao and Taiwan. 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 (President and Chief Executive Officer of EastBridge)
and Norman Klein (Chief Financial Officer of EastBridge) each have over twenty
years of experience in the industrial, sales and financial industries. We can
understand our client's products quickly and are able to make a fast and
decisive move to capture the opportunity. We plan China, Hong Kong, Macao and
Taiwan to be our immediate focus and become our revenue centers in 2007. We
plan
to expand into India and other Asian countries in 2008.
Recent
Developments and Current Projects
Amonics
On
November 23, 2006, we entered into a listing agreement with Amonics Limited
("Amonics"), a company registered in Hong Kong. Under the agreement, EastBridge
agrees to assist Amonics to become listed as a reporting company in the United
States within eighteen months from the execution date of the contract. The
Company agrees to pay for certain legal, auditing, IR/PR, and advisory costs
in
conjunction with the listing process. Amonics issued 15% of its outstanding
common stock to the Company as consideration for its services on the execution
date of the contract. The shares are restricted stock and bound by the auspices
of Rule 144. If we fail to list the client as a reporting company within the
contract term, then the Company agrees to sell all the shares back to the client
for a nominal cost, unless the parties mutually agree to an
extension.
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, EastBridge agrees to assist Tianjin to become listed as
a
reporting company in the United States within eighteen months from the execution
date of the contract. The Company agrees 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 the Company as consideration
for
its services on the date of execution of the contract. The shares are restricted
stock and bound by the auspices of Rule 144. If we fail to list the client
as a
reporting company within the contract term, then the Company agrees to sell
all
the shares to the client for a nominal cost, unless the parties mutually agree
to an extension.
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, EastBridge agrees to assist Ning Guo to become listed as a reporting
company in the United States. The Company agrees to pay for certain legal,
auditing, IR/PR, and advisory costs in conjunction with the listing
process. Ning Guo issued 20% of their company’s common stock to the
Company as consideration for its services on the date of execution of the
contract. The shares are restricted stock and bound by the auspices of Rule
144.
If EastBridge fails to list the client as a reporting company within the
contract term, then the Company agrees to sell all the shares to the client
for
a nominal cost, unless the parties mutually agree to an extension.
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, EastBridge agrees to assist GinKo to become listed as a reporting
company in the United States. The Company agrees 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 the
Company as consideration for its services on the date of execution of the
contract. The shares are restricted stock and bound by the auspices of Rule
144.
If EastBridge fails to list the client as a reporting company within the
contract term, then the Company agrees to sell all the shares to the client
for
a nominal cost, unless the parties mutually agree to an extension.
AREM
Wines
During
September, 2007, we signed a definitive agreement to acquire 15% of AREM Wines
Pty, Ltd, an Australian wine company in Melbourne, Australia. Under the terms
of
the agreement, EastBridge 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 EastBridge common shares, in exchange for the 15% stake
in
AREM. In subsequent events, the Company 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 EastBridge and Arem. In addition to the
restricted stock agreement, EastBridge and Arem signed a second
agreement. EastBridge will assist Arem to become listed on a U.S.
stock exchange. EastBridge will be paid $700,000 in cash, of which $400,000
was
paid at signing and $100,000 will be paid when the proper application is filed
with the SEC and the remaining $200,000 on actual listing and AREM's stock
begins trading.
Nanotec,
Inc.
During
July 2007, we organized Nanotec, Inc., a wholly owned subsidiary of EastBridge,
to provide electronic and chemical products and services to companies in Asia,
especially those in China and Japan. On July 11, 2007 we distributed
5% of Nanotec to our shareholders of record on that date.
Beijing
Power Plant Equipment Company
EastBridge
will provide listing services to ZZH, a major coal fired ignition equipment
manufacturer for electricity power plants. ZZH will be listed on the U.S. stock
market as soon as practicable. ZZH sells energy saving ignition equipment to
control coal consumption in power plants and has 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. Eastbridge will receive restricted stock of ZZH as consideration
for its services.
Wenda
Professional College
EastBridge
will provide listing services to Wenda, a major regional professional college
located just west of Shanghai, China. It offers professional and
vocational educational programs to train 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. Eastbridge will receive restricted stock in Wenda as
consideration for its services.
Stock
dividend for three New Subsidiaries
Shareholders
of record on the following dates are eligible for receiving the dividend shares
on a pro-rata basis and with no considerations. The actual share certificates
will be distributed shortly before the related subsidiaries begin trading,
in
about eighteen months.
The
subsidiaries are:
|
n
|
General
Farms Corporation will focus on beverage and food manufacturing business
in Asia. EBIG shareholders of record on November 16, 2007, are eligible
to
receive a total of 10 million shares, on a pro-rata basis and with
no
considerations, or five percent of the common stock of General
Farms.
|
|
n
|
China
Properties Corporation will focus on real estate development and
construction business in Asia. EBIG shareholders of record on November
30,
2007, are eligible to receive a total of 10 million shares, on a
pro-rata
basis and with no considerations, or five percent of the common stock
of
China Properties.
|
|
n
|
Energy
Corporation will focus on energy equipment manufacturers or energy
distribution business in Asia. EBIG shareholders of record on December
28,
2007, are eligible to receive a total of 10 million shares, on a
pro-rata
basis and with no considerations, or five percent of the common stock
of
Energy Corp.
|
Each
subsidiary will also be looking for merger and acquisition opportunities to
increase its value before becoming public. Further details regarding the actual
distribution of the dividend shares for each subsidiary will be announced at
a
later date.
Rino
Two Horns
EastBridge
signed an agreement to acquire a 15% stake in Rhino Two Horns (Malaysia) Sdn.
Bhd., an energy sports drink company.
Under
the
terms of the agreement, EastBridge will issue 1,000,000 restricted EBIG common
shares plus options in exchange for a 15% stake in Rhino Two Horns. Rhino Two
Horns (Malaysia) Sdn. Bhd., based in Malaysia, markets popular energy sports
drinks containing a unique formulation to re-hydrate and refresh the body and
to
recover from intense sporting activities. The company primarily exports its
Energy 250 and Ultra Sports 500 beverages from Malaysia to Australia, New
Zealand, and Brunei. New products featuring the Acai berry, called Energy Acai
Boost and Twohorns REHYDRA8 are being prepared for launch. The company is
currently negotiating to market its products to China and India. More
information is available at www.rhinotwohorns.com Rhino Two Horns'
website in Malaysia.
Additional
Information
EastBridge
files reports and other materials with the Securities and Exchange
Commission. These documents may be inspected and copied at the
Commission’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.,
20549. You can obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. You can
also get copies of documents that the Company files with the Commission through
the Commission’s Internet site at www.sec.gov.
RESULTS
OF OPERATIONS
Revenue
– Related Party
Related
party revenue was $408,779 and nil for the three and nine months ended September
30, 2007, and 2006, respectively. Revenues recognized in these
financial statements reflect calibration services performed for Amonics by
Fiber
One and consulting agreement with Arem Wines.
General
and Administrative
General
and Administrative were $162,628 and $78,147 for the three months ended
September 30, 2007 and 2006, respectively and $541,010 and $231,185 for the
nine
months ended September 30, 2007 and 2006, respectively. The increase
in general and administrative expenses for the periods in 2007 compared to
2006
relates to employing a full time Corporate Financial Officer during 2007, the
increase in travel expenses, which matches with our overall business plan,
and
increase in the use of consulting firms.
Sales
and Marketing Services
Sales
and
Marketing was $129,956 and $nil for the three months ended September 30, 2007
and 2006, respectively and $144,750 and $nil for the nine months ended September
30, 2007 and 2006, respectively. The increase in sales and marketing
services for the periods in 2007 compared to 2006 relates to increased costs
of
being a public reporting company, including costs associated with our filings
with the U.S. Securities and Exchange Commission. Also costs
associated with hiring investor relations firms, marketing firms, and stock
related services.
LIQUIDITY
AND CAPITAL RESOURCES
The
Company has cash and cash equivalents of $33,011 and a working capital deficit
of $11,474 as of September 30, 2007.
The
Company's operating activities used $39,587 in the nine months ended September
30, 2007 and $5,173 in the nine months ended September 30, 2006. The
difference is mainly attributable to the increase in operating expenses in
the
current year.
Cash
provided by financing activities was $27,059 and $nil for the nine months ended
September 30, 2007 and 2006, respectively. The increase is due to an increase
in
advances from officers.
The
Company’s operations are currently financed through various loans from senior
management and principal shareholders as it has been the case for the past
several years. However, there are no assurances that they will
continue to do so. Management is in the process of taking action to
strengthen our working capital position and generate sufficient cash to meet
our
operating needs. In addition, we also anticipate generating revenue
through our proposed financial services that we provide to our
clients. No assurances can be made that management will be successful
in achieving its plan, or that additional capital will be available on a timely
basis or at acceptable terms.
Significant
Accounting Policies
Our
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires management to make estimates and assumptions
that
affect the reported amounts of assets, liabilities, revenues and expenses.
Note
2 of the Notes to Consolidated Financial Statements for our 2006 financial
statements filed as part of our 2006 Form 10-KSB filing describes our
significant accounting policies used in the preparation of our consolidated
financial statements. Certain of these significant accounting policies are
considered to be critical accounting policies, as defined below.
A
critical accounting policy is defined as one that is both material to the
presentation of our financial statements and requires management to make
difficult, subjective or complex judgments that could have a material effect
on
our financial condition and results of operations. Specifically, critical
accounting estimates have the following attributes: (i) we are required to
make
assumptions about matters that are highly uncertain at the time of the estimate;
and (ii) different estimates we could reasonably have used, or changes in the
estimate that are reasonably likely to occur, would have a material effect
on
our financial condition or results of operations.
Estimates
and assumptions about future events and their effects cannot be determined
with
certainty. We base our estimates on historical experience and on various other
assumptions believed to be applicable and reasonable under the circumstances.
These estimates may change as new events occur, as additional information is
obtained and as our operating environment changes. These changes have
historically been minor and have been included in the consolidated financial
statements as soon as they became known. Based on a critical assessment of
our
accounting policies and the underlying judgments and uncertainties affecting
the
application of those policies, management believes that our consolidated
financial statements are fairly stated in accordance with accounting principles
generally accepted in the United States, and present a meaningful presentation
of our financial condition and results of operations. We believe the following
critical accounting policies reflect our more significant estimates and
assumptions used in the preparation of our consolidated financial
statements:
The
Company has adopted the Securities and Exchange Commission’s Staff Accounting
Bulletin (SAB) No. 104, which provides guidance on the recognition, presentation
and disclosure of revenue in financial statements.
Stock-Based
Compensation
In
December 2004, the FASB issued a revision of SFAS 123 ("SFAS 123(R)") that
requires compensation costs related to share-based payment transactions to
be
recognized in the statement of operations. With limited exceptions, the amount
of compensation cost will be measured based on the grant-date fair value of
the
equity or liability instruments issued. In addition, liability awards will
be
re-measured each reporting period. Compensation cost will be recognized over
the
period that an employee provides service in exchange for the award. SFAS 123(R)
replaces SFAS 123 and is effective as of the beginning of January 1, 2006.
Based
on the number of shares and awards outstanding as of December 31, 2005 (and
without giving effect to any awards which may be granted in 2006), we do not
expect our adoption of SFAS 123(R) in January 2006 to have a material impact
on
the financial statements.
FSP
FAS
123(R)-5 was issued on October 10, 2006. The FSP provides that instruments that
were originally issued as employee compensation and then modified, and that
modification is made to the terms of the instrument solely to reflect an equity
restructuring that occurs when the holders are no longer employees, then no
change in the recognition or the measurement (due to a change in classification)
of those instruments will result if both of the following conditions are met:
(a). There is no increase in fair value of the award (or the ratio of intrinsic
value to the exercise price of the award is preserved, that is, the holder
is
made whole), or the antidilution provision is not added to the terms of the
award in contemplation of an equity restructuring; and (b). All holders of
the
same class of equity instruments (for example, stock options) are treated in
the
same manner. The provisions in this FSP shall be applied in the first reporting
period beginning after the date the FSP is posted to the FASB website. The
Company has adopted SP FAS 123(R)-5 but it will not have a material impact
on
its consolidated results of operations and financial condition.
Income
Taxes
In
assessing the realizability of deferred tax assets, management assesses the
likelihood that deferred tax assets will be recovered from future taxable
income, and to the extent that recovery is not likely a valuation allowance
is
established. We adjust the valuation allowance in the period management
determines it is more likely than not that deferred tax assets will or will
not
be realized. To date, we have fully reserved for our deferred tax assets based
primarily on our history of recurring losses.
Off-Balance
Sheet
Arrangements
As
of
September 30, 2007 and during the nine months then ended, we had no off-balance
sheet arrangements reasonably likely to have a current or future effect on
our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources
that
are material to investors.
ITEM
3. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
a)
Evaluation of Disclosure Controls and Procedures.
Under
the
supervision and with the participation of our management, including our Chief
Executive Officer and Principal Financial Officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as such term is defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934 (the “Exchange Act”). Disclosure controls and procedures
are the controls and other procedures that we designed to ensure that we record,
process, summarize and report in a timely manner the information we must
disclose in reports that we file with or submit to the Securities and Exchange
Commission under the Exchange Act. Based on this evaluation, our Chief Executive
Officer and our Principal Financial Officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered
by
this report.
Disclosure
controls and procedures are controls and procedures that are designed to ensure
that information required to be disclosed in our reports filed or submitted
under the Securities Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our principal executive
officer and our principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
b) Changes
in Internal Control over Financial Reporting
During
the Quarter ended September 30, 2007, there was no change in our internal
control over financial reporting (as such term is defined in Rule 13a-15(f)
under the Exchange Act) that has materially affected, or is reasonably likely
to
materially affect, our internal control over financial reporting.
Other
Considerations
There
are
numerous factors that affect our business and the results of its operations.
Sources of these factors include general economic and business conditions,
federal and state regulation of business activities, the level of demand for
the
Company’s product or services, the level and intensity of competition in the
medical transaction processing industry and the pricing pressures that may
result, the Company’s ability to develop new services based on new or evolving
technology and the market’s acceptance of those new services, the Company’s
ability to timely and effectively manage periodic product transitions, the
services, customer and geographic sales mix of any particular period, and the
ability to continue to improve infrastructure including personnel and systems,
to keep pace with the growth in its overall business activities.
Forward-Looking
Statements
Except
for historical information contained herein, this Form 10-QSB contains express
or implied forward-looking statements within the meaning of Section 27A of
the
Securities Act of 1933 and Section 21E of the Exchange Act. The Company intends
that such forward-looking statements be subject to the safe harbors created
thereby. The Company may make written or oral forward-looking statements from
time to time in filings with the SEC, in press releases, or otherwise. The
words
“believes,” “expects,” “anticipates,” “intends,” “forecasts,” “project,”
“plans,” “estimates” and similar expressions identify forward-looking
statements. Such statements reflect the current views with respect to future
events and financial performance or operations and are only as of the date
the
statements are made. Forward-looking statements involve risks and
uncertainties and readers are cautioned not to place undue reliance on
forward-looking statements. The Company’s actual results may differ materially
from such statements. Factors that cause or contribute to such differences
include, but are not limited to, those discussed elsewhere in this Form 10-QSB,
as well as those discussed in Form 10-KSB which is incorporated by reference
in
this Form 10-QSB.
Management
believes that the assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could prove inaccurate and, therefore, there
can be no assurance that the results contemplated in such forward-looking
statements will be realized. The inclusion of such forward-looking information
should not be regarded, as a representation that the future events, plans,
or
expectations contemplated will be achieved. The Company undertakes no obligation
to publicly update, review, or revise any forward-looking statements to reflect
any change in expectations or any change in events, conditions, or circumstances
on which any such statements are based. Our filings with the Securities Exchange
Commission, including the Form 10-KSB, and may be accessed at the SEC’s web
site, www.sec.gov.
PART
II – OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
The
Company nor any of its officers or directors is a party to any material legal
proceeding or litigation and such persons know of no material legal proceeding
or litigation contemplated or threatened. There are no judgments against the
Company or its officers or directors. None of the officers or directors has
been
convicted of a felony or misdemeanor relating to securities or performance
in
corporate office.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS
There
were no changes in securities and small business issuer purchase of equity
securities during the period ended September 30, 2007.
ITEM
3. DEFAULTS UPON SENIOR
SECURITIES
There
were no defaults upon senior securities during the period ended September 30,
2007.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
There
were no matters submitted to the vote of securities holders during the period
ended September 30, 2007.
ITEM
5. OTHER INFORMATION
None
EXHIBITS
|
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act
|
|
|
|
|
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act.
|
|
|
|
|
|
Certification
of Chief Executive Officer and Chief Financial Officer Pursuant to
Section
906 of the Sarbanes-Oxley Act.
|
Pursuant
to the requirements of Section 13 or 15(d) 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.
EastBridge
Investment Group Corporation.
/s/
Keith Wong
Keith
Wong,
Chief
Executive Officer
/s/
Norman Klein
Norman
Klein
Chief
Financial Officer
Date:
November 13, 2007
19