-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KN1Mav7XqhHTNkNW6WnlBznEIdRzGfCf5rRGLDYPIUl/DdBdq3C9G4XCRtv27KJP Jsu9mGL/EP2BbA47jiCGCg== 0001144204-07-000563.txt : 20070105 0001144204-07-000563.hdr.sgml : 20070105 20070105123110 ACCESSION NUMBER: 0001144204-07-000563 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060630 FILED AS OF DATE: 20070105 DATE AS OF CHANGE: 20070105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EESTech, Inc. CENTRAL INDEX KEY: 0001138867 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 330922627 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-32863 FILM NUMBER: 07512594 BUSINESS ADDRESS: STREET 1: 23011 MOUNTAIN PARKWAY STREET 2: SUITE A10 CITY: LAGUNA HILLS STATE: CA ZIP: 62653 BUSINESS PHONE: 949-380-4033 MAIL ADDRESS: STREET 1: 23011 MOUNTAIN PARKWAY STREET 2: SUITE A10 CITY: LAGUNA HILLS STATE: CA ZIP: 62653 FORMER COMPANY: FORMER CONFORMED NAME: AQUA DYNE INC DATE OF NAME CHANGE: 20010420 10QSB/A 1 v061736_10qsba.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB
(Amendment No.1)

x      Quarterly report filed under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2006

or       o Transitional report filed under Section 13 or 15(d) of the Exchange Act.

Commission File No. 0-32863

EESTech, Inc (Formerly Aqua Dyne, Inc).

(Name of Small Business Issuer in its Charter)
 
 
Delaware 
State or other jurisdiction of
incorporation or organization
33-0922627
I.R.S. Employer
Identification Number
 
23011 Moulton Parkway A-10, Laguna Hills, CA. 92653 

(Address of principal executive office)
 
Issuer's telephone number: (949) 380 4033
 

Former address and telephone number

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) been subject to such filing requirements for the past ninety (90) days.
Yes x  No o

Indicate by check mark whether the registrant is a small company (as defined In Rule 12b-2 of the Exchange Act)     o Yes     x No

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date:

As of January 3, 2007, there were 17,995,428  shares of Common Stock, par value $.001 per share, outstanding.

Transitional Small Business Disclosure Format (check one):     Yes o  No x
 

 
Form 10-QSB/A   
 
EXPLANATORY NOTE

This Amendment No.1 on Form 10-QSB/A amends our Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2006, which was originally filed with the Securities and Exchange Commission (“SEC”) on August 10, 2006. The purpose of this Amendment No.1 is primarily to address the comments received by us from the staff of the SEC. Specifically, we have amended and restated the disclosure required by Part II, Item 8A “Controls and Procedures” and amended the Section 302 Certification of our principal executive officer and principal financial officer. In addition, this Amendment No.1 reports the information contained in Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds. This Amendment No.1 does not reflect any events otherwise occurring after the filing of the original Form 10-QSB, nor does it otherwise modify or update (or seek or update to modify or update) in any way the disclosures contained in the original Form 10-QSB filing. This Amendment No. 1 continues to speak as of the date of the original Form 10-QSB filing. This Amendment No.1 should be read in conjunction with our filings made with the SEC subsequent to the date of the original Form 10-QSB filing, including any amendments to those filings.



TABLE OF CONTENTS
 
     
PAGE
 
PART I. FINANCIAL INFORMATION
   
 
 
     
 
 
Item 1. Financial Statements
       
     
 
 
(a)      Consolidated Balance Sheets
   
3
 
(b)      Consolidated Statements of Operations
   
4
 
(c)      Consolidated Statements of Stockholders' Equity
   
5
 
(d)      Consolidated Statements of Cash Flows
   
6
 
(e)      Notes to Consolidated Financial Statements
   
7
 
     
 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
   
8
 
     
 
 
Item 3. Controls and Procedures
   
10
 
     
 
 
PART II. OTHER INFORMATION
   
10
 
         
Item 1. Legal Proceedings
   
10
 
     
 
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   
10
 
     
 
 
Item 3. Defaults Upon Senior Securities
   
10
 
     
 
 
Item 4. Submission of Matters to a Vote of Security Holders
   
10
 
     
 
 
Item 5. Other Information
   
10
 
     
 
 
Item 6. Exhibits
   
10
 
         
SIGNATURES
   
11
 

2

 
EESTECH, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS

 
ASSETS
             
               
     
June 30, 2006
UN-AUDITED
   
DECEMBER 31, 2005
 
               
Current assets:
             
Cash
 
$
16,551
 
$
1,828
 
Prepaid expenses
   
17,220
   
26,424
 
Total current assets
   
33,731
   
28,252
 
               
Property and equipment, net of depreciation
   
27,357
   
34,089
 
Intellectual property, net of amortization
   
2,787
   
2,887
 
Total assets
 
$
63,915
 
$
65,228
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
             
Current liabilities:
             
Accounts payable
 
$
274
 
$
164,930
 
Payroll and payroll taxes payable
   
4,326
   
11,381
 
Shareholder loans
   
245,641
   
245,429
 
Total current liabilities
   
250,241
   
421,740
 
               
Stockholders' equity:
             
Common Stock, $0.001 par value, 20,000,000 shares
             
authorized; 15,348,224 and 14,416,410 shares issued
             
and outstanding at June 30, 2006 and December 31, 2005,
             
respectively
   
15,347
   
14,415
 
Additional paid in capital
   
10,357,951
   
9,892,369
 
Common stock subscribed, 507,616 and 62,500 shares at
             
June 30, 2006 and December 31, 2005, respectively
   
203,044
   
50,000
 
Deficit accumulated during development stage
   
(10,905,088
)
 
(10,324,295
)
Accumulated other comprehensive income
   
142,420
   
10,999
 
               
Total stockholders' equity (deficit)
   
(186,326
)
 
(356,512
)
               
Total liabilities and stockholders' equity
 
$
63,915
 
$
65,228
 
 
The accompanying notes are an integral part of these financial statements
 
3

 
EESTECH, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED) 

     
FOR THE SIX MONTHS ENDED
JUNE 30, 2006
   
FOR THE SIX MONTHS ENDED
JUNE 30, 2005
   
FOR THE THREE MONTHS ENDED
JUNE 30, 2006
   
FOR THE THREE MONTHS ENDED
JUNE 30, 2005
   
CUMULATIVE AMOUNTS FROM
APRIL 26, 2000 TO
JUNE 30, 2006
 
Operating expenses:
   
 
                         
General and administrative
 
$
596,089
 
$
1,080,928
 
$
274,044
 
$
394,680
   
5,434,092
 
Research and development
   
   
50,000
   
   
25,000
   
1,200,466
 
Impairment loss on intellectual property
   
   
   
   
   
4,300,000
 
                                 
Total operating expenses
   
596,089
   
2,130,928
   
274,044
   
419,680
   
10,934,558
 
Loss from operations
   
(596,089
)
 
(2,130,928
)
 
(274,044
)
 
(419,680
)
 
(10,934,558
)
Other income (expense)
                               
Interest income
   
380
   
3,278
   
256
   
1,168
   
34,773
 
Other income
   
15,210
   
   
   
   
15,210
 
Interest expense
   
   
   
   
   
(644
)
Loss on disposition of assets
   
   
   
   
   
(21,807
)
Provision for taxes
   
(294
)
 
   
   
   
(1,169
)
                                 
Net loss
 
$
(580,793
)
$
(1,127,650
)
$
(273,788
)
$
(418,512
)
$
(10,905,088
)
                                 
Loss per share
 
$
(0.04
)
$
(0.09
)
$
(0.02
)
$
(0.03
)
     
                               
Weighted average number of common shares outstanding
   
15,007,735
   
12,736,908
   
15,303,550
   
14,072,515
       
 
The accompanying notes are an integral part of these financial statements
 
4

 
EESTECH, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) 

 
     
Common Stock
   
Deficit
 accumulated
           
     
Shares
issued
 
 
Par
value
$0.001
 
 
Additional
paid-in
capital
   
Shares
subscribed
   
during
development
stage
   
Comprehensive
income
   
Total
stockholders'
equity
 
Balance at inception-
                                           
April 26, 2000
   
 
$
 
$
 
$
 
$
 
$
 
$
 
Issuance of stock for
                                           
intellectual property
   
4,000,000
   
4,000
   
   
   
   
   
4,000
 
Issuance of stock to directors
   
650,000
   
650
   
   
   
   
   
650
 
Net loss
   
   
   
   
   
(18,973
)
 
   
(18,973
)
                                             
Balance December 31, 2000
   
4,650,000
   
4,650
   
   
   
(18,973
)
 
   
(14,323
)
Issuance of stock for cash
   
997,000
   
997
   
996,003
   
   
   
   
997,000
 
Issuance of stock for
                                           
intellectual property
   
1,000,000
   
1,000
   
999,000
   
   
   
   
1,000,000
 
Net loss
   
   
   
   
   
(1,638,743
)
 
   
(1,638,743
)
                                             
Balance December 31, 2001
   
6,647,000
   
6,647
   
1,995,003
   
   
(1,657,716
)
 
   
343,934
 
Issuance of stock for cash
   
585,000
   
585
   
584,415
   
   
   
   
585,000
 
Net loss
   
   
   
   
   
(662,710
)
 
   
(662,710
)
                                             
Balance December 31, 2002
   
7,232,000
   
7,232
   
2,579,418
   
   
(2,320,426
)
 
   
266,224
 
Issuance of stock for cash
   
583,985
   
584
   
875,470
   
   
   
   
876,054
 
Issuance of stock for services
   
50,000
   
50
   
189,950
   
   
   
   
190,000
 
Common stock subscribed
   
   
   
   
44,097
   
   
   
44,097
 
Net loss
   
   
   
   
   
(1,106,906
)
 
   
(1,106,906
)
Adjust for foreign
                                           
currency translation
   
   
   
   
   
   
23,637
   
23,637
 
Comprehensive loss
   
   
   
   
   
   
   
(1,083,269
)
                                             
Balance December 31, 2003
   
7,865,985
   
7,866
   
3,644,838
   
44,097
   
(3,427,332
)
 
23,637
   
293,106
 
Issuance of stock for
                                           
intellectual property
   
1,000,000
   
1,000
   
3,299,000
   
   
   
   
3,300,000
 
Stock subscribed issued
   
29,398
   
29
   
44,068
   
(44,097
)
 
   
   
 
Issuance of stock for cash
   
978,370
   
978
   
616,149
   
   
   
   
617,127
 
Issuance of stock for services
   
30,000
   
30
   
37,470
   
   
   
   
37,500
 
Common stock subscribed
   
   
   
   
890,230
   
   
   
890,230
 
Net loss
   
   
   
   
   
(5,159,117
)
 
   
(5,159,117
)
Adjustment for foreign
                                           
currency translation
   
   
   
   
   
   
135,903
   
135,903
 
Comprehensive loss
   
   
   
   
   
   
   
(5,023,214
)
                                             
Balance December 31, 2004
   
9,903,753
   
9,903
   
7,641,525
   
890,230
   
(8,586,449
)
 
159,540
   
114,749
 
Issuance of stock for cash
   
3,845,638
   
3,845
   
1,853,673
   
(890,230
)
 
   
   
967,288
 
Issuance of stock for note
   
588,235
   
588
   
299,412
   
   
   
   
300,000
 
Issuance of stock for services
   
78,784
   
79
   
97,759
   
   
   
   
97,838
 
Common stock subscribed
                                           
(62,500 shares)
   
   
   
   
50,000
   
   
   
50,000
 
Net loss
   
   
   
   
   
(1,737,846
)
 
   
(1,738,846
)
Adjustment for foreign
                                           
currency translation
   
   
   
   
   
   
(148,541
)
 
(148,541
)
Comprehensive loss
   
   
   
   
   
   
   
(1,886,387
)
                                             
Balance December 31, 2005
   
14,416,410
 
$
14,415
 
$
9,892,369
 
$
50,000
 
$
(10,324,295
)
$
10,999
 
$
(356,512
)
Issuance of stock for cash
   
784,741
   
785
   
280,179
   
(50,000
)
 
   
   
230,964
 
Issuance of stock for services
   
147,073
   
147
   
185,403
   
   
   
   
185,550
 
Stock subscribed (507,610)shares
   
   
   
   
203,044
   
   
   
203,044
 
Net loss
   
   
   
   
   
(580,793
)
 
   
(580,793
)
Adjustment for foreign currency
                                           
translation
   
   
   
   
   
   
131,421
   
131,421
 
                                             
Comprehensive loss
   
   
   
   
   
   
   
(449,372
)
Balance June 30, 2006
                                           
(unaudited)
   
15,348,224
 
$
15,347
 
$
10,357,951
 
$
203,044
 
$
(10,905,088
)
$
142,420
 
$
(186,326
)
 
The accompanying notes are an integral part of these financial statements
 
5

 
EESTECH, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS 


     
FOR THE SIX MONTHS ENDED
JUNE 30, 2006
UN-AUDITED
   
FOR THE SIX  
MONTHS ENDED
JUNE 30, 2005
UN-AUDITED  
   
CUMULATIVE AMOUNTS FROM INCEPTION(APRIL 26, 2000)THROUGH JUNE 30 2006 UN-AUDITED
 
Cash flows from operating activities:
                 
 
Net loss
 
$
(580,793
)
$
(1,127,650
)
$
(10,905,088
)
Adjustments to reconcile net loss to net cash
                   
used in operating activities:
                   
Amortization and depreciation
   
6,832
   
7,734
   
39,802
 
Impairment of intellectual property
   
   
   
4,300,000
 
Shares issued for services
   
236,994
   
97,838
   
562,982
 
Disposition of property
   
   
   
18,700
 
Changes in assets and liabilities:
                   
Decrease (increase) in prepaid expenses
   
9,204
   
(13,377
)
 
(17,220
)
Increase (decrease) in accounts payable
   
(164,656
)
 
(74,771
)
 
274
 
Increase (decrease) in accrued payroll taxes
   
(7,055
)
 
3,799
   
4,326
 
Increase in bank overdraft
   
   
43,874
   
 
                     
Net cash used in operations
   
(499,474
)
 
(1,062,553
)
 
(5,996,224
)
                     
Cash flows used by investing activities:
                   
Disposition (acquisition) of fixed assets
   
   
(4,339
)
 
(84,646
)
                     
Net cash used by investing activities
   
   
(4,339
)
 
(84,646
)
                     
Cash flows from financing activities:
                   
Issuance of common stock
   
230,964
   
774,553
   
5,557,760
 
Loan from shareholder
   
212
   
1,600
   
245,641
 
Stock subscribed
   
151,600
   
   
151,600
 
                     
Net cash from financing activities
   
382,776
   
776,153
   
5,955,001
 
                     
Comprehensive gain (loss) on translation
   
131,421
   
(110,463
)
 
142,420
 
                     
Net increase (decrease) in cash
   
14,723
   
(401,202
)
 
16,551
 
Cash, beginning of period
   
1,828
   
401,202
   
 
                     
Cash, end of period
 
$
16,551
 
$
   
16,551
 
                     
SUPPLEMENTAL DISCLOSURE OF NON-CASH
                   
INVESTING AND FINANCING ACTIVITIES:
                   
Issuance of stock for intellectual property
 
$
 
$
 
$
4,304,000
 
                     
Issuance of stock for services
 
$
236,994
 
$
97,838
 
$
562,982
 
                     
Issuance of stock subscribed
 
$
50,000
 
$
890,230
 
$
 
                     
Issuance of stock for loan payable
 
$
 
$
300,000
 
$
 
 
The accompanying notes are an integral part of these financial statements
 
6

 
ESSTECH, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
AND CUMMULATIVE FROM INCEPTION APRIL 26, 2000 TO JUNE 30, 2006
(UN-AUDITED) 

 
1. INTERIM FINANCIAL INFORMATION
 
The consolidated financial statements of ESSTech, Inc. (the Company), formerly Aqua Dyne, Inc, and its wholly-owned subsidiary Aqua Dyne Australia Pty Ltd  as of June 30, 2006 and related footnote information are un-audited. All adjustments (consisting only of normal recurring adjustments) have been made which, in the opinion of management, are necessary for a fair presentation. Results of operations for the six months ended June 30, 2006 and 2005 are not necessarily indicative of the results that may be expected for any future period. The balance sheet at December 31, 2005 was derived from audited financial statements.

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 omitted. These financial statements should be read in conjunction with the financial statements and notes for the year ended December 31, 2005.

2. ISSUE OF COMMON STOCK FOR INTELLECTUAL PROPERTY
 
The Company acquired the JetWater System in its final stages of prototype development from Global Power & Water, Inc. ("Global") in fiscal year 2000 in exchange for issuance to Global of 6,000,000 shares of common stock, 4,000,000 of our shares of common stock initially, 1,000,000 shares following the successful testing of the system and another 1,000,000 shares to be issued upon the successful demonstration that the JetWater System is ready for large scale production and deployment in commercial operations.

During the nine months ended September 30, 2004 the Company issued 1,000,000 shares of common stock at a par value of $0.001 per share in payment of intellectual property acquired in 2000. Since the fair market value of the stock on the date issued was $3.30 the Company was required to value the intellectual property acquired at $3,300,000 and the Company was not able to substantiate that it would be able to realize revenues to recover the investment. Therefore, the Company was required to recognize an impairment of long-lived asset of $3,300,000.
 
3. SEGMENT INFORMATION
 
The Company has adopted FAS Statement No. 131, "Disclosures about Segments of a Business Enterprise and Related Information". The Company's marketing and research and development activity is administered in two operating segments: United States and Australia.

 
 
United States
 
Australia
 
           
Net Loss-   June 30, 2006
 
$
265,363
 
$
315,430
 
June 30, 2005
 
$
188,076
 
$
939,574
 
               
Long lived assets (net)
             
June 30, 2006
 
$
0
 
$
27,357
 
June 30, 2005
 
$
0
 
$
43,205
 
 
4. SUBSEQUENT EVENTS
 
In July the Company issued the subscribed shares of common stock (379,000 shares for cash $151,600 and 128,610 shares for services $51,444).

In July the Company issued 763,700 shares of common stock to acquire Methgen, Inc. that holds the license for marketing and exploitation of the Hybrid Coal Gas Turbine Technology in the United States.

In July the Company issued 999,820 shares of common stock to acquired a 58% interest in Liquatech Pty Ltd. that holds the exclusive International marketing and production rights to the Hybrid Coal Gas Turbine intellectual property.
 
7

 
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
 
PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this Plan of Operation of this Quarterly Report on Form 10-QSB include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause the actual results of the Company (sometimes referred to as "we", "us" or the "Company"), performance (financial or operating) or achievements expressed or implied by such forward-looking statements not to occur or be realized. Such forward-looking statements generally are based upon the Company's best estimates of future results, general merger and acquisition activity in the marketplace, performance or achievement, based upon current conditions and the most recent results of operations. Forward-looking statements may be identified by the use of forward-looking terminology such as "may," "will," "project," "expect," "believe," "estimate," "anticipate," "intends," "continue", "potential," "opportunity" or similar terms, variations of those terms or the negative of those terms or other variations of those terms or comparable words or expressions. (See the Company's Form 10SB for a description of certain of the known risks and uncertainties of the Company.)

Overview of the Company's Business
 
EESTech, Inc. ("Company", "us" or "we") was incorporated and commenced operations on April 26, 2000. The Company was formed to seek out and acquire promising technologies with the intent of bringing them to commercialization. The first such technology we acquired was the JetWater System for water purification. This technology was acquired from Global Power & Water, Inc., a Nevada corporation ("Global"). As a result of the acquisition Global became our controlling shareholder. Following the acquisition of the patent rights and complete ownership of this technology, we have been working to complete development and testing of the JetWater System process. The Company acquired the JetWater System in its final stages of prototype development from Global Power & Water, Inc. ("Global") in fiscal year 2000 in exchange for issuance to Global of 6,000,000 shares of common stock, 4,000,000 of our shares of common stock initially, 1,000,000 shares following the successful testing of the system and another 1,000,000 shares to be issued upon the successful demonstration that the JetWater System is ready for large scale production and deployment in commercial operations.

To date a total of 6,000,000 of our shares of common stock have been issued to Global, following the successful independent testing of the JetWater System. The acquisition of JetWater System from Global was accounted for as a purchase of an asset for stock.

In December 2002, Aqua Dyne Australia Pty Ltd., a wholly-owned subsidiary of the Company was formed under the laws of Australia. The subsidiary had been formed to conduct the Company's operations in Australia. During the period to 30 June 2006, most of the operations were conducted in Australia.

8

 
Plan of Operations

Management's goal is to keep costs to a minimum, but to do sufficient marketing to successfully sell the JetWater System for commercial use. Now that the completion of the testing is over, the JetWater System planned activities are as follows:
 
  1) initial production of the first commercial version of the JetWater System is ready to start if the Company can sell or lease the System to a commercial buyer.
     
  2) continue to do demonstrations to parties that have a need for the JetWater System;
     
  3) work with Global to continue to improve and modify the JetWater System; and
     
  4) seek out potential joint venture partners to market the JetWater System to selective industries and territories.

There are still no assurances that we will be successful in our marketing efforts, concluding any contracts or joint venture arrangements.

Results of operations

The Company has been in the developmental stage since its inception.

Our net loss from inception (April 26, 2000) until June 30, 2006 was $10,905,000. Our net loss for the six months ended June 30 2006 was $581,000 as compared to $1,128,000 for the six months ended June 30, 2005.

Our general and administrative expenses from inception (April 26, 2000) until June 30, 2006 were $5,434,000. Our general and administrative expenses for the six months ended June 30, 2006 were $596,000 as compared to $1,081,000 for the six months ended June 30, 2005. The reduction in expenses of $485,000 was due primarily to the reduction of expenses in Australia of contract labor $332,000, wages $69,000 and consulting fees $75,000.

Our research and development expenses from inception (April 26, 2000) until June 30 2006 were $1,200,000. All costs through December 31, 2002 were related to the process of establishing the technological feasibility of the water purification system. There have been no research and development expenses in 2006 as the contract with Global for research and development came to an end in June 2005. For the six months ended June 30, 2005 the Company incurred $50,000 in accordance with the Global contract that expired as of June 30, 2005.

The Company had an impairment loss on intellectual property of $4,300,000 since inception due to the issuance of 2,000,000 shares of stock that was agreed upon when the Company acquired the intellectual property in 2000. The 2,000,000 shares issued were valued at the current market price of the stock when issued.

9


Liquidity and Capital Resources
 
The Company had a cash balance of $16,551 at June 30 2006, as compared to cash of $1,828 at December 31, 2005.

To date the Company continues to fund its operations from private placements of common shares. For the six months ended June 30, 2006 the Company issued shares for $230,964 and subscribed shares for $151,600.
 
ITEM 3. CONTROLS AND PROCEDURES.

Evaluation of disclosure controls and procedures. The Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a-15(e)) as of the end of the period June 30 2006, have concluded that its disclosure controls and procedures are adequate and effective to reasonably ensure that material information required to be disclosed by the company in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specific by Securities and Exchange Commissions’ Rules and Forms and that such information is accumulated and communicated to our Management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial reporting.
There were no changes made during our most recently completed fiscal quarter in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Chief Executive Officer and Chief Financial Officer confirm that the review of the Controls and Procedures was conducted at 30 June 2006.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS- NONE

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Date Issued
 
Amount
 
Name of stockholder
 
Cash/Services
 
Purpose
                 
April 7 2006
 
33,334
 
Ms K Tiarney
 
Cash
   
April 7 2006
 
10,000
 
Ms JD Hughes
 
Cash
   
April 7 2006
 
10,000
 
Ms CM Hughes
 
Cash
   
April 7 2006
 
10,000
 
Ms CK Hughes
 
Cash
   
April 7 2006
 
10,000
 
Ms LS Hughes
 
Cash
   
April 7 2006
 
93,334
 
Rhino Systems Int. P/L
 
Cash
   
April 10 2006
 
5,000
 
Mr Paul Bailey
 
Services
 
Director’s Entitlement
April 10 2006
 
5,000
 
Mr Gaylord Beeson
 
Services
 
Director’s Entitlement
April 10 2006
 
12,000
 
Ms Colleen McCafferty
 
Services
 
Consulting Contract dated January 10 2005
April 10 2006
 
18.073
 
Ms Julie Bailey
 
Services
 
Consulting Services
 
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES- NONE

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -

On 15 June 2006, at a Special Meeting of Stockholders, a resolution was passed unanimously to permit an amendment to the Company’s Amended and Restated Certificate of Incorporation to change the name of the company to “EESTech, Inc”

The State of Delaware was advised and a new certificate was issued on June 26 2006

The NASD was subsequently informed and it approved the name change on July 7 2006, confirming that the new Trading symbol would be EESH.OB

The significance of this is to broaden the Company’s activities into Economically and Environmentally Sustainable Technologies

ITEM 5 - OTHER INFORMATION-

Events Subsequent to 30 June 2006

On 3 July 2006 the Board approved the following:
 
  (a) The issue of 763,700 Restricted Stock to 8 Stockholders in Methgen inc. In exchange EESTech Inc received all the issued stock in Methgen Inc. This company holds a License to exploit HCGT (Hybrid Coal Gas Turbine) technology in the United States.
  (b) The issue of 999,268 Restricted Stock to Mr Gregory Paxton and 552 Restricted stock to Global Power and Water. In exchange EESTech, inc received 1,392 shares in Liquatech Pty Ltd, This represents 58% of that company’s issued stock. Liquatech Pty Ltd holds a 50% interest in Comenergy Pty Ltd, a company that holds a world-wide License to exploit the HCGT technology. While this contractual arrangement has been executed the settlement date for the exchange of stock has been deferred by agreement between the Parties until early 2007. this is intended to facilitate the appropriate structuring of the corporate entities.

ITEM 6 - EXHIBITS

(a) Exhibits
 
Exhibit Number   Description
     
3.1   Articles of Incorporation*
     
3.2   Bylaws*
     
4.1   Form of the Stock Certificate*
     
4.2   Form of Subscription Agreement executed by investors in the Private Placement*
     
10.1   Deed of Agreement for Assignment of Intellectual Property*
     
10.2   Agreement for Performance of Services by Independent Contractor*
     
10.3   Employment Agreement with James Wilson**
     
10.4   Promissory Note to Global Power & Water, Inc.**
     
31   Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
     
32   Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

* Previously filed with the Securities and Exchange Commission on Form 10-QSB.
** Previously filed with the Securities and Exchange Commission on Form 10-KSB

(b) Reports on Form 8-K.
 
On July 20, 2005 Form 8-K/A was filed Item 4. Change in Registrant’s Certifying  Accountant
On July 20, 2005 Form 8-K was filed Item 8.01 Other event. Appointment of Director
 
10


SIGNATURES

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.
 
     
Date: January 4, 2007 EESTECH, INC.
 
 
 
 
 
 
  By:   /s/ Murray Bailey
 
Murray Bailey
Chief Executive Officer and Chief
Financial Officer
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
SIGNATURE
 
TITLE
 
DATE
     
 
 
/s/ Murray Bailey   Chief Executive Officer and Director (PRINCIPAL EXECUTIVE OFFICER)   January 4, 2007
         
/s/ Murray Bailey  
Chief Financial Officer
(PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER)
  January 4, 2007

11

 
EX-31 2 v061736_ex31.htm Unassociated Document
Exhibit 31

CERTIFICATIONS

I, Murray Bailey, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB/A of EESTech, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Small Business Issuer as of, and for, the periods presented in this report;

4. The Small Business Issuer's other certifying and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Small Business Issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Small Business Issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the Small Business Issuer's disclosure controls and procedures and presented in this report ur conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the Small Business Issuer's internal control over financial reporting that occurred during the Small Business Issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Small Business Issuer's internal control over financial reporting.
 
5. The Small Business Issuer’s other certifying and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Small Business Issuer's auditors and the audit committee of Small Business Issuer's board of directors (or persons performing the equivalent function):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control of financial reporting which are reasonably likely to adversely affect the Small Business Issuer's ability to record, process, summarize and report financial information;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Small Business Issuer's internal control over financial reporting.;
 
 
Date: January 4, 2007   /s/ Murray Bailey  
   
Murray Bailey, Chief Executive Officer
and Chief Financial Officer
 
 

EX-32 3 v061736_ex32.htm Unassociated Document
Exhibit 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SS. 1350 ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of EESTech, Inc. (the "Company") on Form 10-QSB for the three months ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Murray Bailey, Chief Executive Officer and Chief Financial Officer, certifies pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
 
/s/ Murray Bailey  
Murray Bailey
Chief Executive Officer and
Chief Financial Officer
January 4, 2007
 
 

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