U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended June 30, 2009
Commission
File Number 333-139910
EATWARE,
INC.
(Name of
small business issuer in its charter)
|
Nevada
|
|
1712
|
|
20-2234410
|
|
(State
or other jurisdiction
of
incorporation or organization)
|
|
(Primary
SIC Code)
|
|
(IRS
Employer Identification No.)
|
23/F,
Westin Center, 26 Hung To Road
Kwun
Tong, Kowloon, Hong Kong
(Address
of principal executive offices)
+852
2295-1818
(
Registrant
’
s telephone number, including area
code
)
Check
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
þ
No
o
|
Large
Accelerated Filer
¨
|
Accelerated
Filer
¨
|
Non-Accelerated
Filer
¨
|
Smaller
Reporting Company
þ
|
Check
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes
o
No
þ
There
were 1,990,759,517 shares of Common Stock outstanding as of July 31,
2009.
EATWARE,
INC.
(Formerly
China Shoe Holdings, Inc.)
INDEX
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
|
Page
|
|
|
|
|
|
Condensed
Consolidated Balance Sheets as of June 30, 2009 and March 31,
2009
|
|
F-2
|
|
|
|
|
|
Condensed
Consolidated Statements of Operations And Comprehensive Loss for the three
months ended June 30, 2009 and 2008
|
|
F-3
|
|
|
|
|
|
Condensed
Consolidated Statements of Cash Flows for the three months ended June 30,
2009 and 2008
|
|
F-4
|
|
|
|
|
|
Condensed
Consolidated Statement of Stockholders’ Deficit for the three months
ended June 30, 2009
|
|
F-5
|
|
|
|
|
|
Notes
to Condensed Consolidated Financial Statements
|
|
F-6 to F-17
|
EATWARE,
INC.
(Formerly
China Shoe Holdings, Inc.)
CONDENSED
CONSOLIDATED BALANCE SHEETS
AS
OF JUNE 30, 2009 AND MARCH 31, 2009
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
|
|
|
June 30, 2009
|
|
|
March 31, 2009
|
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
35,498
|
|
|
$
|
5,092
|
|
|
Accounts
receivable, trade
|
|
|
174,815
|
|
|
|
142,515
|
|
|
Inventories
|
|
|
12,846
|
|
|
|
3,243
|
|
|
Prepayment
and other receivables
|
|
|
54,044
|
|
|
|
56,944
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current assets
|
|
|
277,203
|
|
|
|
207,794
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
assets:
|
|
|
|
|
|
|
|
|
|
Intangible
assets, net
|
|
|
-
|
|
|
|
-
|
|
|
Plant
and equipment, net
|
|
|
3,332
|
|
|
|
3,726
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
280,535
|
|
|
$
|
211,520
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
|
Bank
overdraft
|
|
$
|
167,646
|
|
|
$
|
167,553
|
|
|
Accounts
payable, trade
|
|
|
171,049
|
|
|
|
218,163
|
|
|
Notes
payable
|
|
|
735,528
|
|
|
|
374,169
|
|
|
Amount
due to a director
|
|
|
1,137,455
|
|
|
|
1,202,847
|
|
|
Other
payables and accrued liabilities
|
|
|
156,080
|
|
|
|
156,138
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
2,367,758
|
|
|
|
2,118,870
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
2,367,758
|
|
|
|
2,118,870
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
deficit:
|
|
|
|
|
|
|
|
|
|
Common
stock, $0.001 par value; 2,000,000,000 shares authorized; 1,990,759,517
shared issued and outstanding as of June 30, and March 31,
2009
|
|
|
1,990,759
|
|
|
|
1,990,759
|
|
|
Additional
paid-in capital
|
|
|
550,215
|
|
|
|
550,215
|
|
|
Accumulated
other comprehensive income
|
|
|
537
|
|
|
|
579
|
|
|
Accumulated
deficit
|
|
|
(4,628,734
|
)
|
|
|
(4,448,903
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total
stockholders’ deficit
|
|
|
(2,087,223
|
)
|
|
|
(1,907,350
|
)
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
$
|
280,535
|
|
|
$
|
211,520
|
|
See
accompanying notes to condensed consolidated financial
statements.
EATWARE,
INC.
(Formerly
China Shoe Holdings, Inc.)
CONDENSED
CONSOLIDATED STATEMENTS OF
OPERATIONS
AND COMPREHENSIVE LOSS
FOR
THE THREE MONTHS ENDED JUNE 30, 2009 AND 2008
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
(Unaudited)
|
|
|
Thr
ee months
ended June 30,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
REVENUES,
NET
|
|
$
|
228,526
|
|
|
$
|
781,970
|
|
|
|
|
|
|
|
|
|
|
|
|
COST
OF REVENUES
|
|
|
189,966
|
|
|
|
651,645
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS
PROFIT
|
|
|
38,560
|
|
|
|
130,325
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
Sales
and marketing
|
|
|
99
|
|
|
|
49,014
|
|
|
Research
and development
|
|
|
35,071
|
|
|
|
55,856
|
|
|
General
and administrative
|
|
|
167,081
|
|
|
|
335,317
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
operating expenses
|
|
|
202,251
|
|
|
|
440,187
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
FROM OPERATIONS
|
|
|
(163,691
|
)
|
|
|
(309,862
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expense):
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
-
|
|
|
|
39
|
|
|
Interest
expense
|
|
|
(16,140
|
)
|
|
|
(643
|
)
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
BEFORE INCOME TAX
|
|
|
(179,831
|
)
|
|
|
(310,466
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Income
tax expense
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$
|
(179,831
|
)
|
|
$
|
(310,466
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
-
Foreign currency translation (loss) gain
|
|
|
(42
|
)
|
|
|
6,546
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE
LOSS
|
|
$
|
(179,873
|
)
|
|
$
|
(303,920
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share – Basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average common shares outstanding – Basic and diluted
|
|
|
1,990,759,517
|
|
|
|
1,871,313,946
|
|
See
accompanying notes to condensed consolidated financial
statements.
EATWARE,
INC.
(Formerly
China Shoe Holdings, Inc.)
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE THREE MONTHS ENDED JUNE 30, 2009 AND 2008
(Currency
expressed in United States Dollars (“US$”))
(Unaudited)
|
|
|
Three months ended June
30,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(179,831
|
)
|
|
$
|
(310,466
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
393
|
|
|
|
395
|
|
|
Change
in operating assets and liabilities:
|
|
|
-
|
|
|
|
-
|
|
|
Accounts
receivable, trade
|
|
|
(32,295
|
)
|
|
|
(36,906
|
)
|
|
Accounts
receivable, trade – related parties
|
|
|
-
|
|
|
|
52,619
|
|
|
Inventories
|
|
|
(9,601
|
)
|
|
|
(1,427
|
)
|
|
Prepayments
and other receivables
|
|
|
2,900
|
|
|
|
(5,928
|
)
|
|
Accounts
payable, trade
|
|
|
(47,111
|
)
|
|
|
386,213
|
|
|
Accounts
payable, trade – related parties
|
|
|
-
|
|
|
|
(420,407
|
)
|
|
Other
payables and accrued liabilities
|
|
|
13,445
|
|
|
|
(31,990
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
(252,100
|
)
|
|
|
(367,897
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Purchase
of plant and equipment
|
|
|
-
|
|
|
|
(38
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in investing activities
|
|
|
-
|
|
|
|
(38
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Net
increase in bank overdraft
|
|
|
91
|
|
|
|
161,292
|
|
|
Advance
from a related party
|
|
|
-
|
|
|
|
1,471,572
|
|
|
Proceeds
from notes payable
|
|
|
347,807
|
|
|
|
-
|
|
|
Repayment
to a director
|
|
|
(65,407
|
)
|
|
|
(1,282,183
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
282,491
|
|
|
|
350,681
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect
of exchange rate changes on cash and cash equivalents
|
|
|
15
|
|
|
|
1,756
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
CHANGE IN CASH AND CASH EQUIVALENTS
|
|
|
30,406
|
|
|
|
(15,498
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
5,092
|
|
|
|
53,863
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
35,498
|
|
|
$
|
38,365
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
Cash
paid for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Cash
paid for interest
|
|
$
|
2,636
|
|
|
$
|
643
|
|
See
accompanying notes to condensed consolidated financial
statements
EATWARE,
INC.
(Formerly
China Shoe Holdings, Inc.)
CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED JUNE 30, 2009
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
(Unaudited)
|
|
|
Common
Stock
|
|
|
|
|
|
Accumulated
other
|
|
|
Retained
earnings
|
|
|
Total
|
|
|
|
|
No.
of shares
|
|
|
Amount
|
|
|
Additional
paid-in
capital
|
|
|
comprehensive
income
|
|
|
(accumulated
deficit)
|
|
|
stockholders’
deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of April 1, 2009
|
|
|
1,990,759,517
|
|
|
$
|
1,990,759
|
|
|
$
|
550,215
|
|
|
$
|
579
|
|
|
$
|
(4,448,903
|
)
|
|
$
|
(1,907,350
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(179,831
|
)
|
|
|
(179,831
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(42
|
)
|
|
|
-
|
|
|
|
(42
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of June 30, 2009
|
|
|
1,990,759,517
|
|
|
$
|
1,990,759
|
|
|
$
|
550,215
|
|
|
$
|
537
|
|
|
$
|
(4,628,734
|
)
|
|
$
|
(2,087,223
|
)
|
See
accompanying notes to condensed consolidated financial
statements
EATWARE,
INC.
(Formerly
China Shoe Holdings, Inc.)
CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED JUNE 30, 2009
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
(Unaudited)
NOTE
- 1 BASIS OF PRESENTATION
The
accompanying unaudited condensed consolidated financial statements have been
prepared by management in accordance with both accounting principles generally
accepted in the United States (“GAAP”), and the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Certain information and note disclosures normally
included in audited financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to those
rules and regulations, although the Company believes that the disclosures made
are adequate to make the information not misleading.
In the
opinion of management, the consolidated balance sheet as of March 31, 2009 which
has been derived from audited financial statements and these unaudited condensed
consolidated financial statements reflect all normal and recurring adjustments
considered necessary to state fairly the results for the periods presented. The
results for the period ended June 30, 2009 are not necessarily indicative of the
results to be expected for the entire fiscal year ending March 31, 2010 or for
any future period.
These
unaudited condensed consolidated financial statements and notes thereto should
be read in conjunction with the Management’s Discussion and the audited
financial statements and notes thereto included in the Annual Report on Form
10-K for the year ended March 31, 2009.
NOTE
- 2 ORGANIZATION AND BUSINESS BACKGROUND
Eatware,
Inc. (the “Company” or “CHSH”) was incorporated in the State of Nevada on
January 24, 2005 as Indigo Technologies, Inc. On June 6, 2007, the
Company changed its name to “China Shoe Holdings, Inc.”. As discussed
further below, on July 20, 2009, the Company further changed its current
name to “Eatware, Inc”. The principal activity of CHSH, through its
subsidiaries, is mainly engaged in the development and manufacturing of
proprietary additives and trading of bio-degradable food containers and
packaging products in Hong Kong and the People's Republic of China
("PRC").
On March
31, 2009, the Company entered into a Share Exchange Agreement (the “Exchange
Agreement”) by and among (1) Extra Ease Limited (“Extra Ease”) and (2) Eatware
Intellectual Properties Limited (“EWIP”), and (3) the shareholders of Extra Ease
and EWIP. Pursuant to the Exchange Agreement, the Company agreed to issue a
total of 1,871,313,946 shares of its common stock, of which (i) 121,313,946
shares were issued to the shareholder of Extra Ease in exchange for 10,000
shares of Extra Ease, representing 100% of the issued and outstanding common
stock of Extra Ease, and (ii) 1,750,000,000 shares were issued to the
shareholders of EWIP in exchange for 50,000 shares of EWIP, representing 100% of
the issued and outstanding common stock of EWIP. Immediately following
completion of the share exchange transaction, Extra Ease and EWIP became the
wholly-owned subsidiaries of the Company.
This
stock exchange transaction has been accounted for as a reverse acquisition and
recapitalization of CHSH whereby Extra Ease and EWIP, as a combined
entity is deemed to be the accounting acquirers (legal acquirees) and
CHSH to be the accounting acquiree (legal acquirer). The accompanying condensed
consolidated financial statements are in substance those of Extra Ease and EWIP,
with the assets and liabilities, and revenues and expenses of the Company being
included effective from the date of stock exchange transaction.
On July
22, 2009, the Company filed a Certificate of Change and Certificate of Amendment
to its Articles of Incorporation (the “ Amended Certificate :”) to change the
Company’s name to Eatware, Inc., as well as increase its authorized capital
stock to 2,510,000,000 shares, consisting of 10,000,000 shares of preferred
stock, par value $.001 per share, and 2,500,000,000 shares of common stock, par
value $.001 per share. In addition, the Amended Certificate further amends the
Articles of Incorporation by effectuating a 1:70 reverse stock split of the
shares of common stock issued and outstanding. The changes reflected by the
Amended Certificate are effective as of July 20, 2009.
EATWARE,
INC.
(Formerly
China Shoe Holdings, Inc.)
CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED JUNE 30, 2009
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
(Unaudited)
As of
June 30, 2009, details of the Company’s subsidiaries are described
below:
|
Name
of subsidiaries
|
|
Place
and date of
incorporation
|
|
Particulars
of
issued/
registered
share
capital
|
|
Principal
activities
|
|
|
|
|
|
|
|
|
|
Extra
Ease Limited
|
|
British
Virgin Islands,
January
2, 2008
|
|
10,000
issued share of
US$1
each
|
|
Investments
holding
|
|
|
|
|
|
|
|
|
|
Eatware
Global Corp. (“EGC”)
|
|
British
Virgin Islands,
March
31, 2006
|
|
1
issued share of
US$1
each
|
|
Investments
holding
|
|
|
|
|
|
|
|
|
|
EATware
Intellectual Properties Limited (“EWIP”)
|
|
British
Virgin Islands,
December
15, 2006
|
|
1
issued share of
US$1
each
|
|
Development
of technical know-how and patents
|
|
|
|
|
|
|
|
|
|
Eatware
Far East Limited (“EFEL”)
|
|
Hong
Kong,
January
26, 2007
|
|
1
issued share of
HK$1
each
|
|
Trading
of foodwares and containers
|
|
|
|
|
|
|
|
|
|
Eatware
International Limited (“EIL”)
|
|
British
Virgin Islands, December 15, 2006
|
|
1
issued share of
US$1
each
|
|
Trading
of foodwares and packaging products
|
|
|
|
|
|
|
|
|
|
Rongbao
(Nantong) Environmental Co., Ltd (“RBNT”)
|
|
The
People’s Republic of China,
June
22, 2005
|
|
US$100,000
|
|
Manufacture
and development of proprietary additives
|
|
|
|
|
|
|
|
|
|
Eatware
Assets Management Limited
|
|
Hong
Kong,
September
1, 2008
|
|
1
issued share of
HK$1
each
|
|
Investments
holding
|
The
Company and its subsidiaries are hereinafter referred to as (the
"Company").
NOTE
- 3 GOING CONCERN UNCERTAINTY
These
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates the realization of assets
and the discharge of liabilities in the normal course of business for the
foreseeable future.
For the
period ended June 30, 2009, the Company incurred a net loss
$179,831 with the accumulated deficit of $4,628,734 and suffered from
a negative operating cash flow of $252,100. The continuation of the Company is
dependent upon the continuing financial support of its shareholders and
obtaining short-term financing, generating significant revenue and achieving
profitability. As a result, the consolidated financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the outcome of the Company’s ability to continue as a going
concern.
EATWARE,
INC.
(Formerly
China Shoe Holdings, Inc.)
CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED JUNE 30, 2009
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
(Unaudited)
NOTE
- 4 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
l
Use
of estimates
In
preparing these condensed consolidated financial statements, management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities in the balance sheets and revenues and expenses during the period
reported. Actual results may differ from these estimates.
l
Basis
of consolidation
The
condensed consolidated financial statements include the financial statements of
CHSH and its subsidiaries.
All
significant inter-company balances and transactions within the Company have been
eliminated upon consolidation.
l
Cash
and cash equivalents
Cash and
cash equivalents are carried at cost and represent cash on hand, demand deposits
placed with banks or other financial institutions and all highly liquid
investments with an original maturity of three months or less as of the purchase
date of such investments.
l
Accounts
receivable, trade
Accounts
receivable are recorded at the invoiced amount and do not bear interest. The
Company extends unsecured credit to its customers in the ordinary course of
business but mitigates the associated risks by performing credit checks and
actively pursuing past due accounts. An allowance for doubtful accounts is
established and determined based on managements’ assessment of known
requirements, aging of receivables, payment history, the customers’ current
credit worthiness and the economic environment. As of June 30, 2009, the Company
recorded no allowance for doubtful accounts.
l
Inventories
Inventories
are stated at the lower of cost or market (net realizable value), cost being
determined on a weighted average method. Costs mainly represent the cost of
raw material of proprietary additives. The Company quarterly reviews historical
sales activity to determine excess, slow moving items and potentially obsolete
items and also evaluates the impact of any anticipated changes in future demand.
The Company provides inventory allowances based on excess and obsolete
inventories determined principally by customer demand. As of June 30, 2009, no
allowance for obsolete inventories was required.
l
Plant
and equipment, net
Plant and
equipment are stated at cost less accumulated depreciation and accumulated
impairment losses, if any. Depreciation is calculated on the straight-line basis
over the following expected useful lives from the date on which they become
fully operational:
|
|
|
Depreciable life
|
|
Leasehold
improvement
|
|
Term of the lease (2 years)
|
|
Furniture,
fixtures and office equipment
|
|
4
to 5 years
|
Expenditure
for repairs and maintenance is expensed as incurred. When assets have retired or
sold, the cost and related accumulated depreciation are removed from the
accounts and any resulting gain or loss is recognized in the results of
operations.
Depreciation
expense for the three months ended June 30, 2009 and 2008 were $393 and $395,
respectively.
EATWARE,
INC.
(Formerly
China Shoe Holdings, Inc.)
CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED JUNE 30, 2009
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
(Unaudited)
l
Valuation
of long-lived assets
Long-lived
assets primarily include plant and equipment and intangible assets. In
accordance with SFAS No. 144,
“
Accounting for the
Impairment or Disposal of Long-Lived Assets”
, the Company periodically
reviews long-lived assets for impairment whenever events or changes in business
circumstances indicate that the carrying amount of the assets may not be fully
recoverable or that the useful lives are no longer appropriate. Each impairment
test is based on a comparison of the undiscounted cash flows to the recorded
value of the asset. If an impairment is indicated, the asset is written down to
its estimated fair value based on a discounted cash flow analysis. Determining
the fair value of long-lived assets includes significant judgment by management,
and different judgments could yield different results. There has been no
impairment as of June 30, 2009.
l
Revenue
recognition
In
accordance with the SEC’s Staff Accounting Bulletin No. 104,
“
Revenue Recognition”
, the
Company recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the sales price is fixed or determinable, and
collectibility is reasonably assured.
(a) Sales
of products
Revenue
is recognized when products are delivered to customers. Provisions for discounts
and rebates to customers, estimated returns and allowances, and other
adjustments are provided for in the same period the related sales are recorded.
In instances where products are configured to customer requirements, revenue is
recorded upon the successful completion of the Company’s final test procedures
and the customer’s acceptance.
The
Company is subject to valued-added tax ("VAT") under the PRC tax law which is
levied on the majority of the products at the rate of 17% on the invoiced value
of sales. Output VAT is borne by customers in addition to the invoiced value of
sales and input VAT is borne by the subsidiaries in addition to the invoiced
value of purchases to the extent not refunded for export sales.
(b) Interest
income
Interest
income is recognized on a time apportionment basis, taking into account the
principal amounts outstanding and the interest rates applicable.
l
Comprehensive
loss
SFAS No.
130
, “
Reporting Comprehensive
Income”
, establishes standards for reporting and display of comprehensive
income, its components and accumulated balances. Comprehensive income as defined
includes all changes in equity during a period from non-owner sources.
Accumulated comprehensive income, as presented in the accompanying consolidated
statements of stockholder’s deficit consists of changes in unrealized gains and
losses on foreign currency translation. This comprehensive income is not
included in the computation of income tax expense or benefit.
l
Income
taxes
The
Company accounts for income tax using SFAS No. 109
“
Accounting for Income Taxes”
,
which requires the asset and liability approach for financial accounting and
reporting for income taxes. Under this approach, deferred income taxes are
provided for the estimated future tax effects attributable to temporary
differences between financial statement carrying amounts of assets and
liabilities and their respective tax bases, and for the expected future tax
benefits from loss carry-forwards and provisions, if any. Deferred tax assets
and liabilities are measured using the enacted tax rates expected in the years
of recovery or reversal and the effect from a change in tax rates is recognized
in the statements of operations and comprehensive income in the period of
enactment. A valuation allowance is provided to reduce the amount of deferred
tax assets if it is considered more likely than not that some portion of, or all
of the deferred tax assets will not be realized.
EATWARE,
INC.
(Formerly
China Shoe Holdings, Inc.)
CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED JUNE 30, 2009
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
(Unaudited)
The
Company also adopts the provisions of the Financial Accounting Standards
Interpretation No. 48,
“
Accounting for
Uncertainty in Income Taxes”
(“FIN 48”). FIN 48 prescribes a
recognition threshold and measurement process for recording in the financial
statements uncertain tax positions taken or expected to be taken in a tax
return. FIN 48 also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosures and
transitions. The adoption of FIN 48 did not have a significant impact on the
Company’s consolidated financial statements.
The
Company conducts major businesses in the PRC and Hong Kong and is subject to
taxes in these jurisdictions. As a result of its business activities, the
Company files tax returns that are subject to examination by the local and
foreign tax authorities.
l
Foreign
currencies translation
Transactions
denominated in currencies other than the functional currency are translated into
the functional currency at the exchange rates prevailing at the dates of the
transaction. Monetary assets and liabilities denominated in currencies other
than the functional currency are translated into the functional currency using
the applicable exchange rates at the balance sheet dates. The resulting exchange
differences are recorded in the statement of operations.
The
reporting currency of the Company is the United States dollar ("US$"). The
Company’s subsidiaries operating in Hong Kong maintain their books and record in
its local currency, Hong Kong Dollars ("HK$") while one subsidiary operating in
the PRC maintains its books and records in its local currency,
Renminbi Yuan ("RMB"), which are functional currencies as being the primary
currency of the economic environment in which these entities
operate.
In
general, assets and liabilities are translated into US$, in accordance with SFAS
No. 52,
“
Foreign Currency Translation”
, using the exchange rate on the balance sheet date. Revenues and expenses are
translated at average rates prevailing during the period. The gains and losses
resulting from translation of financial statements of foreign subsidiaries are
recorded as a separate component of accumulated other comprehensive income
within the statement of stockholders’ deficit.
Translation
of amounts from HK$ and RMB into US$1 has been made at the following exchange
rates for the respective period:
|
|
|
June 30, 2009
|
|
|
June 30, 2008
|
|
|
Period-end
RMB:US$1 exchange rate
|
|
|
6.8448
|
|
|
|
6.8718
|
|
|
Average
monthly rates RMB:US$1 exchange rate
|
|
|
6.8399
|
|
|
|
6.9696
|
|
|
Period
end HK$:US$1 exchange rate
|
|
|
7.7504
|
|
|
|
7.8037
|
|
|
Average
monthly rates HK$:US$1 exchange rate
|
|
|
7.7513
|
|
|
|
7.7997
|
|
l
Related
parties
Parties,
which can be a corporation or individual, are considered to be related if the
Company has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and
operating decisions. Companies are also considered to be related if they are
subject to common control or common significant influence.
l
Segment
reporting
SFAS No.
131
“
Disclos
ures about Segments of an Enterprise
and Related Information”
(FAS 131) establishes standards for reporting
information about operating segments on a basis consistent with the Company’s
internal organization structure as well as information about geographical areas,
business segments and major customers in the financial statements. During the
period ended June 30, 2009 and 2008, the Company operates two reportable
segments in Hong Kong and the PRC.
EATWARE,
INC.
(Formerly
China Shoe Holdings, Inc.)
CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED JUNE 30, 2009
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
(Unaudited)
l
Fair
value measurement
Effective
April 1, 2008, the Company adopted SFAS No. 157, “
Fair Value Measurements”
(“FAS 157”), for all financial instruments and non-financial instruments
accounted for at fair value on a recurring basis. Effective April 1, 2009, the
Company adopted FAS 157 for all non-financial instruments accounted for at fair
value on a non-recurring basis. FAS 157 establishes a new framework for
measuring fair value and expands related disclosures. Effective April 1, 2009,
the Company also adopted FASB FSP FAS 157-4,
Determining Fair Value
When the Volume a
nd
Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly
. Adoption of the FSP had
an insignificant effect on the Company’s financial statements.
FAS 157
establishes a new framework for measuring fair value and expands related
disclosures. Broadly, FAS 157 framework requires fair value to be determined
based on the exchange price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market
participants. FAS 157 establishes a three-level valuation hierarchy based upon
observable and non-observable inputs. 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.
For
financial assets and liabilities, fair value is the price the Company would
receive to sell an asset or pay to transfer a liability in an orderly
transaction with a market participant at the measurement date. In the absence of
active markets for the identical assets or liabilities, such measurements
involve developing assumptions based on market observable data and, in the
absence of such data, internal information that is consistent with what market
participants would use in a hypothetical transaction that occurs at the
measurement date.
l
Recent
accounting pronouncements
The
Company has reviewed all recently issued, but not yet effective, accounting
pronouncements and do not believe the future adoption of any such pronouncements
may be expected to cause a material impact on its financial condition or the
results of its operations.
In April
2009, the FASB issued FSP FAS 107-1 and APB 28-1,
“
Interim Disclosures about Fair Value
of Financial
Instruments.”
This FSP amends SFAS No. 107,
“
Disclosures about Fair Value of
Financial Instruments,”
and Accounting Principles Board (“APB”) Opinion
No. 28,
“
Interim Financial Reporting.”
(“FAS 107”) This FSP requires publicly-traded entities to disclose in the
body or in the accompanying notes of its summarized financial information for
interim reporting periods and in its financial statements for annual reporting
periods, the fair value of all financial instruments for which it is
practicable to estimate that value, whether recognized or not recognized in the
statement of financial position, as required by FAS 107. This FSP is
effective for interim and annual reporting periods ending after June 15,
2009. The Company adopted FSP FAS 107-1 and APB 28-1 for the period
ended June 30, 2009.
In May
2009, the FASB issued SFAS No. 165,
“
Subsequent Events”
(“FAS
165”), which establishes general standards of accounting for, and requires
disclosure of, events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. The Company
adopted the provisions of FAS 165 for the quarter ended June 30,
2009. The adoption of FAS 165 did not have a material effect on the
consolidated financial statements.
In
June 2009, the FASB issued SFAS No. 166,
“
Accounting for Transfers of
Financial Assets, an amendment to SFAS No.
140”
(“FAS 166”).
FAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes
the requirements for derecognizing financial assets, and requires additional
disclosures in order to enhance information reported to users of financial
statements by providing greater transparency about transfers of financial
assets, including securitization transactions, and an entity’s continuing
involvement in and exposure to the risks related to transferred financial
assets. FAS 166 is effective for fiscal years beginning after November 15,
2009. The Company will adopt FAS 166 in fiscal 2010 and is evaluating
the impact it will have on the consolidated results of the
Company.
EATWARE,
INC.
(Formerly
China Shoe Holdings, Inc.)
CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED JUNE 30, 2009
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
(Unaudited)
In June
2009, the FASB issued SFAS No. 167, “
Amendments to FASB Interpretation
No. 46(R)”
(“FAS 167”). The amendments include: (1) the elimination of
the exemption for qualifying special purpose entities, (2) a new approach for
determining who should consolidate a variable-interest entity, and (3) changes
to when it is necessary to reassess who should consolidate a variable-interest
entity. FAS 167 is effective for the first annual reporting period
beginning after November 15, 2009 and for interim periods within that first
annual reporting period. The Company will adopt FAS 167 in fiscal 2010 and is
evaluating the impact it will have on the consolidated results of the
Company.
In June
2009, the FASB issued SFAS No. 168,
“
The FASB Accounting Stan
dards Codification ™
and the Hierarchy of Generally
Accepted Accounting Principles
—
a
replacement of FASB Statement No.
162”
(“FAS 168”). FAS 168 replaces SFAS No. 162,
“
The
Hierarchy of Generally Accepted
Accounting Principles”
and establishes the “
F
ASB Accounting Standard Codification
™
” (“Codification”) as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with generally accepted
accounting principles in the United States. All guidance contained in the
Codification carries an equal level of authority. On the effective date of FAS
168, the Codification will supersede all then-existing non-SEC accounting and
reporting standards. All other nongrandfathered non-SEC accounting literature
not included in the Codification will become nonauthoritative. FAS 168 will be
effective for financial statements issued for interim and annual periods ending
after September 15, 2009. The Company has evaluated this new statement, and
has determined that it will not have a significant impact on the determination
or reporting of the financial results.
NOTE -
5 ACCOUNTS RECEIVABLE, TRADE
The
majority of the Company’s sales are on open credit terms and in accordance with
terms specified in the contracts governing the relevant transactions. The
Company evaluates the need of an allowance for doubtful accounts based on
specifically identified amounts that management believes to be uncollectible. If
actual collections experience changes, revisions to the allowance may be
required. For the three months ended June 30, 2009 and 2008, the Company
provided the allowance for doubtful accounts of $0 and $7,500
respectively.
NOTE
- 6 BANK OVERDRAFT
In July
2009, the Company renewed its overdraft facility with Dah Sing Bank
with the additional corporate guarantee from a related company. Under this
facility, the Company may borrow up to $167,733 (equivalent to HK$1,300,000) at
a rate of 0.5% per annum over Hong Kong prime rate, payable monthly. Weighted
average interest rate approximated 5.75% per annum for the three months ended
June 30, 2009. This facility is personally guaranteed by Mr. Jonathan W L So,
the director of the Company and also guaranteed by a related company which
is controlled by Mr. Jonathan W L So, the director of the Company. The
overdraft facility will be extended or renewed at the option of the
bank.
NOTE
- 7 NOTES PAYABLE, UNSECURED
During
the first quarter of 2009, the Company received an unsecured non-interest
bearing note payable of $38,707 from an unrelated party, with no fixed repayment
term. The amount of the imputed interest is insignificant.
Also, the
Company obtained the additional unsecured advance of $309,137 from unrelated
parties, which carries interest rate of 7% per annum and repayable on
demand.
As of
June 30, 2009, the aggregate balance of notes payable was amounted to
$735,528.
EATWARE,
INC.
(Formerly
China Shoe Holdings, Inc.)
CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED JUNE 30, 2009
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
(Unaudited)
NOTE
- 8 AMOUNT DUE TO A DIRECTOR
As of
June 30, 2009, $1,137,455 due to a director, Mr. Jonathan W L So represented
temporary advances to the Company which was unsecured, interest-free and has no
fixed repayment term. The amount of imputed interest is
insignificant.
NOTE
- 9 INCOME TAXES
For the
three months ended June 30, 2009 and 2008, the local (“United States of
America”) and foreign components of loss before income taxes were comprised of
the following:
|
|
|
Three months ended June 30,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Tax
jurisdictions from:
|
|
|
|
|
|
|
|
Local
|
|
$
|
61,517
|
|
|
$
|
12,952
|
|
|
Foreign
|
|
|
118,314
|
|
|
|
297
,514
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
before income tax
|
|
$
|
179,831
|
|
|
$
|
310,466
|
|
The
effective tax rate in the years presented is the result of the mix of income
earned in various tax jurisdictions that apply a broad range of income tax
rates. The Company and its subsidiaries that operate in various countries:
United States of America, British Virgin Islands, Hong Kong and the PRC that are
subject to tax in the jurisdictions in which they operate, as
follows:
United
States of America
CHSH is
registered in the State of Nevada and is subjected to United States of America
tax law. As of June 30, 2009, the operation in the United States of America did
not incur net operating losses available for federal tax purposes, which are
available to offset future taxable income.
British
Virgin Islands
Under the
current laws of the BVI, Extra Ease, EGC, EWIP and EIL are not subject to tax on
income.
Hong
Kong
EFEL is
subject to Hong Kong Profits Tax at the statutory rate of 16.5% and 16.5% on the
assessable income for the three months ended June 30, 2009 and 2008,
respectively. For the three months ended June 30, 2009 and 2008, its operating
subsidiaries in Hong Kong incurred an operating loss for income tax purposes and
were exempted from Hong Kong Profits Tax.
The
PRC
The
Company’s subsidiary, RBNT operating in the PRC is subject to the Corporate
Income Tax governed by the Income Tax Law of the People’s Republic of China, at
a unified statutory rate of 25%. Under the PRC Income Tax, RBNT is qualified as
a foreign investment enterprise and is exempted from income tax for the first
two profit making years with a 50% exemption of income tax (that is 30%) for the
next three years. For the three months ended June 30, 2009 and 2008, RBNT was
exempted from the PRC Income Tax due to the cumulative operating
losses.
EATWARE,
INC.
(Formerly
China Shoe Holdings, Inc.)
CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED JUNE 30, 2009
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
(Unaudited)
The
following table sets forth the significant components of the aggregate net
deferred tax assets and liabilities of the Company as of June 30, 2009 and March
31, 2009:
|
|
|
June 30, 2009
|
|
|
March 31, 2009
|
|
|
Deferred
tax liabilities:
|
|
|
|
|
|
|
|
Depreciation
|
|
$
|
250
|
|
|
$
|
294
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax assets:
|
|
|
|
|
|
|
|
|
|
Net
operating loss carryforwards
|
|
|
344,956
|
|
|
|
329,222
|
|
|
Total
net deferred tax assets
|
|
|
344,706
|
|
|
|
328,928
|
|
|
Less:
valuation allowance
|
|
|
(344,706
|
)
|
|
|
(328,928
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net
deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
As of
June 30, 2009 and March 31, 2009, the Company had approximately $2,073,017 and
$1,978,796 of the cumulative tax losses which can be carried forward
indefinitely to offset future taxable income.
Management
believes that it is more likely than not that the deferred tax assets from net
operating loss carryforwards will not be fully realizable in the future.
Accordingly, the Company provided for a full valuation allowance against its
deferred tax assets of $344,706 and $328,928 as of June 30, 2009 and March 31,
2009, respectively. During the quarter, the valuation allowance increased by
$15,778, primarily relating to net operating loss carryforwards from the foreign
tax regimes.
NOTE
- 10 RELATED PARTY TRANSACTIONS
|
|
|
Three months ended June 30,
|
|
|
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
Rental
charge reimbursed by a related company
|
(a)
|
|
$
|
40,746
|
|
|
$
|
39,907
|
|
|
Consultancy
fees paid to a related company
|
(b)
|
|
$
|
-
|
|
|
$
|
19,747
|
|
|
(a)
|
For
the three months ended June 30, 2009 and 2008, the Company leased out some
portion of the office premises to and partially reimbursed rental charge
by a related company, which is controlled by the director of the Company,
at the market price in accordance with the lease agreement in a normal
course of business.
|
|
(b)
|
For
the three months ended June 30, 2008, the Company paid consultancy service
to a related company which is controlled by the director of the Company,
at its fair value in a normal course of
business.
|
NOTE
- 11 SEGMENT INFORMATION
(a) Business
segment reporting
The
Company’s business units have been aggregated into two reportable segments, as
defined by FAS 131:
l
Additive
Business – sales and manufacture of proprietary additives in the
PRC
l
Foodware
Business – trading of food containers and packaging products in Hong Kong and
overseas
EATWARE,
INC.
(Formerly
China Shoe Holdings, Inc.)
CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED JUNE 30, 2009
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
(Unaudited)
The
accounting policies of the segments are the same as those described in the
summary of significant accounting policies (see Note 4). The Company had no
inter-segment sales for the period ended June 30, 2009 and 2008. The Company’s
reportable segments are strategic business units that offer different products
and services. They are managed separately based on the different technology and
marketing strategies of each business unit for making internal operating
decisions.
Summarized
financial information concerning the Company’s reportable segments is shown in
the following table for the three months ended June 30, 2009 and
2008:
|
|
|
Three months ended June 30,
2009
|
|
|
|
|
Additive
Business
|
|
|
Foodware
Business
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
revenues
|
|
$
|
16,035
|
|
|
$
|
212,491
|
|
|
$
|
228,526
|
|
|
Cost
of revenues
|
|
|
(13,626
|
)
|
|
|
(176,340
|
)
|
|
|
(189,966
|
)
|
|
Gross
profit
|
|
|
2,409
|
|
|
|
36,151
|
|
|
|
38,560
|
|
|
Depreciation
|
|
|
40
|
|
|
|
353
|
|
|
|
393
|
|
|
Net
loss
|
|
$
|
(2,183
|
)
|
|
$
|
(177,648
|
)
|
|
$
|
(179,831
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditure
for long-lived assets
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
Three months ended June 30,
2008
|
|
|
|
|
Additive
Business
|
|
|
Foodware
Business
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
revenues
|
|
$
|
66,670
|
|
|
$
|
715,300
|
|
|
$
|
781,970
|
|
|
Cost
of revenues
|
|
|
(63,717
|
)
|
|
|
(587,928
|
)
|
|
|
(651,645
|
)
|
|
Gross
profit
|
|
|
2,953
|
|
|
|
127,372
|
|
|
|
130,325
|
|
|
Depreciation
|
|
|
39
|
|
|
|
356
|
|
|
|
395
|
|
|
Net
loss
|
|
$
|
(1,493
|
)
|
|
$
|
(308,973
|
)
|
|
$
|
(310,466
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditure
for long-lived assets
|
|
$
|
-
|
|
|
$
|
38
|
|
|
$
|
38
|
|
(b) Geographic
segment reporting
In
respect of geographical segment reporting, sales are based on the country in
which the customer is located, as follows:
|
|
|
Three months ended June 30,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
By
regions:
|
|
|
|
|
|
|
|
North
America
|
|
$
|
168,151
|
|
|
$
|
554,419
|
|
|
Asia
|
|
|
42,160
|
|
|
|
152,192
|
|
|
Europe
|
|
|
11,069
|
|
|
|
75,359
|
|
|
Others
|
|
|
7,146
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
revenue, net
|
|
$
|
228,526
|
|
|
$
|
781,970
|
|
EATWARE,
INC.
(Formerly
China Shoe Holdings, Inc.)
CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED JUNE 30, 2009
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
(Unaudited)
NOTE
- 12 CONCENTRATIONS OF RISK
The
Company is exposed to the following concentrations of risk:
The
following is a table summarizing the revenue from customers that individually
represent greater than 10% of the total revenue for the three months ended June
30, 2009 and 2008 and their outstanding balances at period-end
date:
|
|
|
Three months ended June 30, 2009
|
|
|
|
June 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
Percentage
of revenues
|
|
|
|
Accounts
receivable, trade
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer A
|
|
$
|
115,566
|
|
51
|
%
|
|
|
$
|
46,553
|
|
|
Customer
B
|
|
|
34,527
|
|
15
|
%
|
|
|
|
34,631
|
|
|
Customer
C
|
|
|
26,125
|
|
11
|
%
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
$
|
176,218
|
|
77
|
%
|
Total:
|
|
$
|
81,184
|
|
|
|
|
Three months ended J
une 30, 2008
|
|
|
June 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
Percentage
of revenues
|
|
|
Accounts
receivable, trade
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer
D
|
|
$
|
447,177
|
|
57
|
%
|
|
$
|
190,651
|
|
The
following is a table summarizing the purchase from vendors that individually
represent greater than 10% of the total purchase for the three months ended June
30, 2009 and 2008 and their outstanding balances at period-end
date:
|
|
|
Three months ended June 30, 2009
|
|
|
|
June 30, 2009
|
|
|
|
|
Purchases
|
|
Percentage
of
purchases
|
|
|
|
Accounts
payable, trade
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vendor
A
|
|
$
|
115,596
|
|
59
|
%
|
|
|
$
|
60,925
|
|
|
Vendor
B
|
|
|
60,745
|
|
31
|
%
|
|
|
|
47,257
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
$
|
176,341
|
|
90
|
%
|
Total:
|
|
$
|
108,182
|
|
|
|
|
Three months ended June 30, 2008
|
|
|
|
June 30, 2008
|
|
|
|
|
Purchases
|
|
Percentage
of
purchases
|
|
|
|
Accounts
payable, trade
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vendor
A
|
|
$
|
397,776
|
|
61
|
%
|
|
|
$
|
354,327
|
|
|
Vendor
B
|
|
|
190,152
|
|
29
|
%
|
|
|
|
76,144
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
$
|
587,928
|
|
90
|
%
|
Total:
|
|
$
|
430,471
|
|
Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist principally of cash and trade accounts receivable. The
Company performs ongoing credit evaluations of its customers' financial
condition, but does not require collateral to support such
receivables.
EATWARE,
INC.
(Formerly
China Shoe Holdings, Inc.)
CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR
THE THREE MONTHS ENDED JUNE 30, 2009
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
(Unaudited)
The
Company cannot guarantee that the current exchange rate will remain steady;
therefore there is a possibility that the Company could post the same amount of
net income for two comparable periods and because of the fluctuating exchange
rate actually post higher or lower profit depending on exchange rate of HK$
converted to US$ on that date. The exchange rate could fluctuate depending on
changes in political and economic environments without notice.
As the
Company has no significant interest-bearing assets, the Company’s income and
operating cash flows are substantially independent of changes in market interest
rates.
The
Company’s interest-rate risk arises from bank overdraft. Bank overdraft at
variable rates exposes the Company to cash flow interest rate risk. The Company
manages interest rate risk by varying the issuance and maturity dates variable
rate debt, limiting the amount of variable rate debt, and continually monitoring
the effects of market changes in interest rates. As of June 30, 2009, borrowings
under overdraft facility were at variable rates. The interest rates of bank
facility are disclosed in Note 6.
NOTE
- 13 COMMITMENTS AND CONTINGENCIES
The
Company was committed under various non-cancelable operating leases with fixed
monthly rentals, due September 2010. Costs incurred under these operating leases
are recorded as rent expense and totaled approximately $7,752 and $7,697 for the
period ended June 30, 2009 and 2008.
As of
June 30, 2009, the Company has future minimum rental payments of $39,255 due
under non-cancelable operating leases in the next 12 months.
NOTE
- 14 SUBSEQUENT EVENT
On July
20, 2009, the Company further changed its current name to “Eatware,
Inc.”
On July
22, 2009, the Company filed a Certificate of Change and Certificate of Amendment
to its Articles of Incorporation (the “Amended Certificate:”) to change the
Company’s name to Eatware, Inc., as well as increase its authorized capital
stock to 2,510,000,000 shares, consisting of 10,000,000 shares of preferred
stock, par value $.001 per share, and 2,500,000,000 shares of common stock, par
value $.001 per share. In addition, the Amended Certificate further amends
the Articles of Incorporation by effectuating a 1:70 reverse stock split of the
shares of common stock issued and outstanding. The changes reflected by the
Amended Certificate are effective as of July 20, 2009.
|
ITEM
2.
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS
The
following discussion should be read in conjunction with the Financial Statements
and Notes thereto. This document contains certain forward-looking statements
including, among others, anticipated trends in our financial condition and
results of operations and our business strategy. (See Part I, Item 1A, "Risk
Factors "). These forward-looking statements are based largely on our current
expectations and are subject to a number of risks and uncertainties. Actual
results could differ materially from these forward-looking statements. Important
factors to consider in evaluating such forward-looking statements include (i)
changes in external factors or in our internal budgeting process which might
impact trends in our results of operations; (ii) unanticipated working capital
or other cash requirements; (iii) changes in our business strategy or an
inability to execute our strategy due to unanticipated changes in the industries
in which we operate; and (iv) various competitive market factors that may
prevent us from competing successfully in the marketplace. The Company assumes
no obligation and does not intend to update any forward-looking statements,
except as required by law.
USE
OF TERMS
Except as
otherwise indicated by the context, references in this Form 10-Q to “CHSH,”
“we,” “us,” “our,” “our Company,” or “the Company” are to Eatware, Inc., a
Nevada corporation, and its consolidated subsidiaries. Unless the context
otherwise requires, all references to (i)“Extra Ease” are to Extra Ease Limited,
a limited liability company incorporated in the British Virgin Islands;
(ii)“EGC” are to Eatware Global Corp., a limited liability company incorporated
in the British Virgin Islands; (iii)“EWIP” are to Eatware Intellectual
Properties Limited, a limited liability company incorporated in the British
Virgin Islands; (iv)“EFEL” are to Eatware Far East Limited, a limited liability
company incorporated in the British Virgin Islands; (v)“EIL” are to
Eatware International Limited, a limited liability company incorporated in the
British Virgin Islands; (vi)“RBNT” are to Rongbao (Nantong) Environmental
Co., Ltd., a limited liability company incorporated in the People's Republic of
China; (vii)“EAML” are to Eatware Assets Management Limited, a limited liability
company incorporated in Hong Kong (viii) “BVI” are to British Virgin
Islands; (ix) “PRC” and “China” are to the People's Republic of China; (x) “U.S.
dollar,” “$” and “US$” are to United States dollars; (xi) “RMB” are to Yuan
of China; (xii) “Securities Act” are to the Securities Act of 1933,
as amended; and “Exchange Act” are to the Securities Exchange Act of 1934,
as amended.
OVERVIEW
We
conduct our operations through our wholly owned subsidiaries, EWIP and Extra
Ease and its subsidiaries – EGC, Eatware Asset Management Ltd., Eatware Far East
Ltd., Eatware International Ltd., and Rongbao (Nantong) Environmental Co. Ltd.
(collectively referred to as “EGC”). Extra Ease, EGC and EWIP are collectively
referred to as “Eatware” or the “Group”. We primarily engage in the
marketing and trading of environmentally safe food packaging products and
additives. Our objective is to establish ourselves as a leading brand
of high quality bio-based food packaging products. We are also
looking into opportunities of licensing our technology, intellectual properties
and trademarks to licensed factories for producing Eatware products and collect
royalty for additional income source.
Prior to
Eatware products launching to the market, we have performed extensive research
on pulp technology. Throughout the process, EWIP has involved experts both from
the industry and the universities. Management believes that Eatware’s
technological application in this area is far advanced of its competitors. Our
research and development strategy is to create innovative, value-added products
and market opportunities and thus enhance Eatware’s market
position.
Our
patented technology, combined with the unique additive serve as a high barrier
to entry for the Company’s competitors.
The
Company relies on a combination of trade secrets, confidentiality agreements,
patent, trademark, copyright, licenses, unfair competition and other
intellectual property laws to protect its intellectual property and other
proprietary rights.
The
Company’s products are 100% organic, chemical-free biodegradable foodservice
packaging product in the industry. Features of the products include
being oil, water, heat resistant, microwave and oven safe. EWIP also invented
what management believes to be the world’s first 100% organic additive -
Eatplus
®
, comprised of a
modified starch. While other food packaging competitive products can take over
200 years to decompose and have contributed to massive landfills across the
globe, Eatware products are designed to decompose in the soil within 180 days
and can disperse in water within two weeks. Eatplus
®
enhances the
products making them sturdy, yet 100% biodegradable.
In
contrast, traditional foodservice disposables, wraps, and paperboard are
currently manufactured from a variety of materials, including paper and plastic.
Management believes that none of these materials fully addresses three of the
principal challenges facing the foodservice industry; namely performance, price,
and environmental impact. Management believes that Eatware products address the
combination of these challenges better than traditional alternatives and
therefore will be able to achieve a significant share of the foodservice
disposable packaging market.
The
Company’s products can be categorized into five types: (1) plates; (2) bowls;
(3) trays; (4) lunch boxes; and (5) mini containers. To date, The Company’s
technology has been used to produce limited commercial quantities of plates,
bowls, and hinged-lid containers intended for use by all segments of the
foodservice disposable packaging market, including quick-service
restaurants, food and facilities management companies, Governments,
universities/colleges, and retail operations. These products were developed
using detailed environmental assessments and carefully selected raw materials
and processes to minimize the harmful impact on the environment without
sacrificing competitive price or performance.
RESULTS
OF OPERATIONS
The
following table summarizes the results of our operations during the
three months ended June, 30 2009 and 2008, and provides information
regarding the dollar and percentage increase or (decrease) from the
three months ended June 30, 2009 to the three months ended June 30,
2008.
All
amounts, other than percentages, are in U.S dollars.
|
|
|
Three months ended June 3
0,
|
|
|
|
|
|
|
|
|
Item
|
|
2009
|
|
|
2008
|
|
|
Increase
(Decrease)
|
|
|
% Increase
(% Decrease)
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
228,526
|
|
|
$
|
781,970
|
|
|
$
|
(553,444
|
)
|
|
|
-70.8
|
%
|
|
Cost
of Goods Sold
|
|
|
189,966
|
|
|
|
651,645
|
|
|
|
(461,679
|
)
|
|
|
-70.8
|
%
|
|
Gross
profit
|
|
|
38,560
|
|
|
|
130,325
|
|
|
|
(91,765
|
)
|
|
|
-70.4
|
%
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
and marketing
|
|
|
99
|
|
|
|
49,014
|
|
|
|
(48,915
|
)
|
|
|
-99.8
|
%
|
|
Research
and development
|
|
|
35,071
|
|
|
|
55,856
|
|
|
|
(20,785
|
)
|
|
|
-37.2
|
%
|
|
General
and administrative
|
|
|
167,081
|
|
|
|
335,317
|
|
|
|
(168,236
|
)
|
|
|
-50.2
|
%
|
|
Loss
from operations
|
|
|
(163,691
|
)
|
|
|
(309,862
|
)
|
|
|
146,171
|
|
|
|
47.2
|
%
|
|
Other
income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
0
|
|
|
|
39
|
|
|
|
(39
|
)
|
|
|
-100.0
|
%
|
|
Interest
expense
|
|
|
(16,140
|
)
|
|
|
(643
|
)
|
|
|
15,497
|
|
|
|
2410.1
|
%
|
|
Loss
before income tax
|
|
|
(179,831
|
)
|
|
|
(310,466
|
)
|
|
|
130,635
|
|
|
|
42.1
|
%
|
|
Income
tax expense
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
%
|
|
Net
loss
|
|
$
|
(179,8
31
|
)
|
|
$
|
(303,920
|
)
|
|
|
124,089
|
|
|
|
40.8
|
%
|
Three
Months Ended June 30, 2009 Compared to Three Months Ended June 30,
2008
Revenue
Revenue
was $0.23 million for the three months ended June 30, 2009 as compared to
$0.78 million for the three months ended June 30, 2008, representing a
decreased by 70.8%. The dramatic decrease in revenue was mainly attributable to
the discontinuance of a distributor agreement with a major customer due to
unfavorable business term. Management believes that the termination of the
distributor agreement would eventually bring the Company a higher
profitability in the long run. Moreover, management has already taken
appropriate actions with some degree of success in securing new customers and
increasing the Company’s revenue in the future.
Cost
of Revenue and Gross Profit
Cost of
revenue and gross profit were respectively $0.19 million and $0.04 million for
the three months ended June 30, 2009 as compared to $0.65 million and $0.13
million for the three months ended June 30, 2008, representing a decrease by
70.8% and 70.4% respectively. The decrease in gross profit was mainly due to the
discontinuance of a distributor agreement with a major customer as
discussed above when comparing with the corresponding period of June 30,
2008.
Research
and Development Expenses
For the
three months ended June 30, 2009, research and development expenses decreased by
$0.02 million, or 37.2% over the prior year period. The decrease was
due primarily to a lesser expense in machine testing, research and
development.
Sales
and Marketing Expenses
Sales and
marketing expenses decreased by $0.05 million, or 99.8% for the three months
ended June 30, 2009 compared to the prior year period. The decrease
in sales and marketing expenses was mainly attributable to a reduction of
exhibition costs. During the three months ended June 30, 2009, we
have adjusted our marketing strategy to co-hosting exhibitions with our
distributors instead of attending on our own. This new strategy
reduces our sales and marketing expenses when compared to the same period
of year 2008.
General
and Administrative Expenses
General
and administrative expenses decreased by $0.17 million, or 50.2% for the three
months ended June 30, 2009 compared to the three months ended June 30, 2008. The
decrease in general and administrative expenses can be attributed to a reduction
in salary expenses and our strengthened cost control, which resulted in
reduction of general and administrative expenses such as travel expenses,
entertainment expenses etc..
Income
Tax Expenses
Eatware,
Inc. is subject to United States federal income tax rate. No provision for
income taxes in the United States has been made as the Company had no United
States taxable income during the three months ended June 30, 2009.
Our
subsidiaries, Extra Ease Limited (“Extra Ease”), Eatware Global Corp. (“EGC”),
Eatware Intellectual Properties Limited (“EWIP”), and Eatware International
Limited (“EIL”) was incorporated in the British Virgin Islands and, under the
current laws of the BVI, is not subject to income taxes.
Eatware
Far East Limited (“EFEL”) and Eatware Assets Management Limited (“EAML”),
subsidiaries of the Company which operate in Hong Kong, are subject to Hong Kong
corporate income tax. However, EFEL and EAML had no Hong Kong
taxable income during the three months ended June 30, 2009.
Rongbao
(Nantong) Environmental Co., Ltd. (“RBNT”), a subsidiary of the Company, which
operates in the PRC, is subject to the PRC state and local enterprise income
tax. However, RBNT had no PRC taxable income during the three months
ended June 30, 2009.
Net
Loss
Net loss
was $0.18 million for the three months ended June 30, 2009 as compared to a net
loss of $0.31 million for the three months ended June 30, 2008. The
decrease in net loss was mainly attributable to reduction of our sales and
marketing expenses and general and administrative expenses.
Liquidity
and Capital Resources
Cash
Flows
|
All
amounts in U.S. dollars
|
|
Three Months Ended
June 30,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Net
cash used in operating activities
|
|
$
|
(252,100
|
)
|
|
$
|
(367,897
|
)
|
|
Net
cash used in investing activities
|
|
|
-
|
|
|
|
(38
|
)
|
|
Net
cash provided by financing activities
|
|
|
282,491
|
|
|
|
350,681
|
|
|
Foreign
currency translation adjustments
|
|
|
15
|
|
|
|
1,756
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
$
|
30,406
|
|
|
$
|
(15,498
|
)
|
Operating
Activities:
Net cash
used in operating activities was $0.25 million for the three months ended June
30, 2009, as compared with net cash provided by operating activities of $0.37
million for the corresponding period in 2008. The change of net cash used in
operating activities was mainly due to the decrease of net loss of approximately
$0.13 million.
Investing
Activities:
Net cash
used in investing activities for the three months ended June 30, 2009 was
$0. The net cash used in investing activities for the same period in
2008 was $38.
Financing
Activities:
Net cash
provided by financing activities in the three months ended June 30, 2009 totaled
$0.28 million due mainly to proceeds from notes payable of $0.35 million offset
by repayment to a director of $0.07 million. Net cash provided by financing
activities in the three months ended June 30, 2008 was $0.35 million due mainly
to advance from a related party of $1.47 million offset by repayment to a
director of $1.28 million.
Short
Term Bank Borrowings:
None.
Going
Concern
The
financial statements have been prepared assuming that the Group will continue as
a going concern, which contemplates the realization of assets and the discharge
of liabilities in the normal course of business for the foreseeable
future.
Due to
the Company's continuous loss and deteriorating current ratio substantial doubt
to continue as a going concern is raised, this will be dependent upon the
Company’s ability to meet its financing requirements and the success of its
future operations.
For the
six months ended June 30, 2009, the Group had incurred a net loss of $0.18
million and the Company has incurred losses over the past several quarters.
Management has taken certain action and continues to implement changes designed
to improve the Group’s financial results and operating cash flows. The actions
involve certain cost-saving initiatives
,
such as
reduction of Company’s salary expense, reduction of travel and entertainment
expenses. Other actions involved focusing on the most profitable part
of the Company products line, reviewing pricing structure and adding customized
products developments’ solutions. Moreover, the Company also adjusted
its new marketing strategy to co-hosting exhibitions with our distributors
instead of attending on our own, thereby significantly reduces our sales and
marketing expenses. The Company believes that this new marketing
strategy is a more cost effective way for the Company’s
sales and
marketing expansion. Management believes that these actions will
enable the Company to improve future profitability and cash flow in its
continuing operations.
On a long-term basis, our
liquidity will be dependent on establishing profitable operations, collection of
accounts receivable, additional infusions of capital and additional
financing. If necessary, we may raise capital through an equity or
debt offering. The funds raised from those offerings will be used to develop and
execute our business plan. However, there can be no assurance that we will be
able to obtain additional equity or debt financing in the future, if at all. If
we are unable to raise additional capital, our growth potential will be
adversely affected.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
applicable.
ITEM
4T. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our
management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e)) under the
Exchange Act) that is designed to ensure that information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time
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 Securities Exchange Act of 1934 (the
“Exchange Act”), as amended, is accumulated and communicated to the issuer's
management, including its principal executive officer or officers and principal
financial officer or officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.
Pursuant
to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation
with the participation of the Company’s management, including Mr. Wu, Man-Shing,
the Company’s Chief Executive Officer
and Mr.
So, Jonathan W.L., the Company
’
s Chief
Financial Officer
, of the effectiveness of the Company’s disclosure
controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act)
as of June 30, 2009. Based upon that evaluation, the
Company’s Chief Executive Officer
and Chief
Financial Officer
concluded that the Company’s disclosure controls and
procedures were effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s Chief
Executive Officer
and Chief
Financial Officer
, to allow timely decisions regarding required
disclosure.
Changes
in internal controls
Our
management, with the participation our Chief Executive Officer
and Chief
Financial Officer
, performed an evaluation as to whether any change in
our internal controls over financial reporting occurred during the quarter
ended June 30, 2009. Based on that evaluation, our Chief Executive
Officer
and Chief
Financial Officer
concluded that no change occurred in the Company's
internal controls over financial reporting during the quarter ended June 30,
2009 that has materially affected, or is reasonably likely to materially affect,
the Company's internal controls over financial reporting.
PART
II OTHER INFORMATION
ITEM
1 LEGAL PROCEEDINGS
From time
to time, we may become involved in various lawsuits and legal proceedings which
arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. We are currently not aware
of any such legal proceedings or claims that we believe will have,
individually or in the aggregate, a material adverse affect on our business,
financial condition or operating results.
ITEM
1A RISKS FACTORS
Not
applicable.
ITEM
2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM
3 DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
4 SUBMISSION OF MATTER TO A VOTE OF SECURITIES HOLDERS
None.
ITEM
5 OTHER INFORMATION
None.
ITEM
6 EXHIBITS
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
31.1
|
|
Certification
by Principal Executive Officer pursuant to Sarbanes Oxley Section
302(1)
|
|
31.2
|
|
Certification
by Principal Financial Officer pursuant to Sarbanes Oxley Section
302(1)
|
|
|
|
|
|
32.1
|
|
Certification
by Principal Executive Officer a pursuant to 18 U.S.C. Section
1350(1)
|
|
32.2
|
|
Certification
by Principal Financial Officer a pursuant to 18 U.S.C. Section
1350(1)
|
(1) Filed
herewith.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized on this 14 day of August, 2009.
|
|
EATWARE,
INC.
|
|
|
|
|
By:
|
/s/ Wu, Man Shing
|
|
|
Wu,
Man Shing
|
|
|
Chief
Executive Officer
|
|
|
Principal
Executive Officer
|
|
|
|
|
By:
|
/s/ So, Jonathan W.L
|
|
|
So,
Jonathan W.L
|
|
|
Chief
Financial Officer
|
|
|
Principal
Accounting and Financial
Officer
|
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