0001021432-13-000168.txt : 20130520
0001021432-13-000168.hdr.sgml : 20130520
20130520155138
ACCESSION NUMBER: 0001021432-13-000168
CONFORMED SUBMISSION TYPE: 10-Q
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20130331
FILED AS OF DATE: 20130520
DATE AS OF CHANGE: 20130520
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Hauge Technology, Inc.
CENTRAL INDEX KEY: 0001550954
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-Q
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54720
FILM NUMBER: 13858287
BUSINESS ADDRESS:
STREET 1: 1525 3RD STREET
STREET 2: SUITE F
CITY: RIVERSIDE
STATE: CA
ZIP: 92507
BUSINESS PHONE: 757-277-2858
MAIL ADDRESS:
STREET 1: 1525 3RD STREET
STREET 2: SUITE F
CITY: RIVERSIDE
STATE: CA
ZIP: 92507
FORMER COMPANY:
FORMER CONFORMED NAME: Entree Acquisition Corp
DATE OF NAME CHANGE: 20120525
10-Q
1
hauge033113q.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2013
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-54720
HAUGE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 00-0000000
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1525 3rd Street, Suite F
Riverside, California 92507
(Address of principal executive offices) (zip code)
757-277-2858
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer Accelerated Filer
Non-accelerated filer Smaller reporting company X
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
March 31, 2013
Common Stock, par value $0.0001 3,274,126
Documents incorporated by reference: None
______________________________________________________________________
FINANCIAL STATEMENTS
Balance Sheets as of March 31, 2013 (unaudited) and
December 31, 2012 1
Statements of Operations for the Three Months Ended
March 31, 2013 and for the Period from July 23, 2012
(Inception) to March 31, 2013 (unaudited) 2
Statements of Cash Flows for the Three Months Ended
March 31, 2013 and for the Period from July 23, 2012
(Inception) to March 31, 2013 (unaudited) 3
Notes to Financial Statements (unaudited) 4-8
______________________________________________________________________
HAUGE TECHNOLOGY, INC.
(FORMERLY ENTREE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
March 31, December 31,
2013 2012
------------ ----------
(unaudited)
Current assets
Cash $ 50 $ 50
------------ -----------
TOTAL ASSETS $ 50 $ 50
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Amount due to related party $ 40,000 $ 40,000
Accrued Liabilities 70,750 60,350
------------ -----------
TOTAL LIABILITIES 110,750 100,350
------------ -----------
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none
issued and outstanding - -
Common stock, $0.0001 par value,
100,000,000 shares authorized;
3,274,126 shares issued and outstanding 327 327
Additional paid-in capital 750 750
Note receivable for stock purchase (277) (277)
Deficit accumulated during the
development stage (111,500) (101,100)
------------ -----------
TOTAL STOCKHOLDERS' DEFICIT (110,700) (100,300)
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $ 50 $ 50
============ ===========
The accompanying notes are an integral part of these financial statements
2
______________________________________________________________________
HAUGE TECHNOLOGY, INC.
(FORMERLY ENTREE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(unaudited)
For the period from
For the April 23, 2012
period ended (Inception) to
March 31, 2013 March 31, 2013
-------------- ---------------
Revenues $ - $ -
Cost of revenues - -
-------------- --------------
Gross profit - -
-------------- --------------
Operating expenses 10,400 111,500
-------------- --------------
Loss before income tax (10,400) (111,500)
Income tax - -
-------------- -----------------
Net loss $ (10,400) $ (111,500)
============== =================
Loss per share -
basic and diluted $ (0.00) $ (0.00)
============== =================
Weighted average shares-
basic and diluted 20,000,000
==============
The accompanying notes are an integral part of these financial statements
3
______________________________________________________________________
HAUGE TECHNOLOGY, INC.
(FORMERLY ENTREE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(unaudited)
For the
period from
For the three April 23, 2012
months ended (Inception) to
March 31, 2013 March 31, 2013
------------- --------------
OPERATING ACTIVITIES
Net loss $ (10,400) $ (111,500)
CHANGES IN OPERATING ASSETS & LIABILITIES
Due to related parties - 40,000
Accrued liablities 10,400 70,750
------------- --------------
Net cash used in operating activities - (750)
------------- --------------
FINANCING ACTIVITIES
Proceeds from the issuance of common stock - 2,000
Payments for redemption of common stock - (1,950)
Proceeds from stockholders' additional
paid-in capital - 750
------------- --------------
Net cash provided by financing
activities - 800
------------- --------------
Net increase in cash - 50
Cash at beginning of period 50 -
------------- --------------
Cash at end of period $ 50 $ 50
============= =============
The accompanying notes are an integral part of these financial statements
4
______________________________________________________________________
HAUGE TECHNOLOGY, INC.
(FORMERLY ENTREE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF SHAREHOLDERS' DEFICIT
Note
Common Stock Additional Receivable Total
--------------------- Paid-In for stock Accumulated Stockholders'
Shares Amount Capital purchase deficit Equity
-----------------------------------------------------------------------------------------------------
Balance, April 23,
2012 (Inception) - $ - $ - $ - $ - $ -
Issuance of shares by
cash, April 30, 2012 20,000,000 2,000 750 - - 2,750
Change of control and
redemption, October 2,
2012 (19,500,000) (1,950) - - - (1,950)
Issuance of shares by
cash, October 3, 2012 2,774,126 277 - (277) - 0
Net loss - - - - (101,100) (101,100)
========== ========= ======== ========== ========== ==========
Balance,
December 31, 2012 3,274,126 $ 327 $ 750 $ (277) $ (101,100) $(100,300)
=========== ========= ========= ========== =========== ==========
Net loss - - - - $ (10,400) (10,400)
----------- --------- ---------- ---------- ------------ ----------
Balance, March 31, 2013 3,274,126 $ 327 $ 750 $ (277) $ (111,500) $(110,700)
=========== ========= ========= ========== =========== ==========
The accompanying notes are an integral part of these financial statements
4
______________________________________________________________________
HAUGE TECHNOLOGY, INC.
(FORMERLY ENTREE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Hauge Technology, Inc. (formerly known as Entree Acquisition Corporation)
(the "Company") was incorporated on April 23, 2012 under the laws of the
State of Delaware to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. The Company has been
in the developmental stage since inception and its operations to date have
been limited to issuing shares to its original shareholders. The Company
will attempt to locate and negotiate with a business entity for the
combination of that target company with Hauge Technology, Inc. The
combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target company
will wish to structure the business combination to be within the definition
of a tax-free reorganization under Section 351 or Section 368 of the
Internal Revenue Code of 1986, as amended. No assurances can be given
that Hauge Technology, Inc. will be successful in locating or negotiating
with any target company. The Company has been formed to provide a method
for a foreign or domestic private company to become a reporting company
with a class of securities registered under the Securities Exchange Act
of 1934.
On September 17, 2012, the shareholders of the Corporation and the Board
of Directors unanimously approved the change of the Registrant's name to
Hauge Technology, Inc. from Entree Acquisition Corporation and filed
such change with the State of Delaware.
On October 2, 2012 a new officer was appointed and the two prior officers
resigned, resulting in a change of control of the company.
BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC") for interim financial information. Accordingly, they
do not include all of the information and notes required by U.S. GAAP for
complete financial statements. The accompanying unaudited financial
statements include all adjustments, composed of normal recurring
adjustments, considered necessary by management to fairly state our
results of operations, financial position and cash flows. The operating
results for interim periods are not necessarily indicative of results
that may be expected for any other interim period or for the full year.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting periods. Actual results
could differ from those estimates.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. The Company did
not have cash balances in excess of the Federal Deposit Insurance
Corporation limit as of March 31, 2013 and December 31, 2012.
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized.
5
______________________________________________________________________
HAUGE TECHNOLOGY, INC.
(FORMERLY ENTREE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding during
the period. Diluted loss per common share reflects the potential dilution
that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance
of common stock that then shared in the loss of the entity. As of March
31, 2013 and December 31, 2012, there are no outstanding dilutive
securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities and for fair value
measurements of nonfinancial items that are recognized or disclosed at fair
value in the financial statements on a recurring basis. Additionally, the
Company adopted guidance for fair value measurement related to nonfinancial
items that are recognized and disclosed at fair value in the financial
statements on a nonrecurring basis. The guidance establishes a fair value
hierarchy that prioritizes the inputs to valuation techniques used
to measure fair value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1 measurements) and the lowest priority to measurements involving
significant unobservable inputs (Level 3 measurements). The three levels
of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to access
at the measurement date.
Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly
or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
NOTE 2 - GOING CONCERN
The Company has sustained operating losses since inception. It has an
accumulated deficit of $111,500 as of March 31, 2013. The Company's
continuation as a going concern is dependent on its ability to generate
sufficient cash flows from operations to meet its obligations, which it has
not been able to accomplish to date, and /or obtain additional financing
from its stockholders and/or other third parties.
These financial statements have been prepared on a going concern basis,
which implies the Company will continue to meet its obligations and
continue its operations for the next fiscal year. The continuation of the
Company as a going concern is dependent upon financial support from its
stockholders, the ability of the Company to obtain necessary equity
financing to continue operations, successfully locating and negotiate with
a business entity for the combination of that target company with the
Company.
Management will pay all expenses incurred by the Company until a business
combination is effected, without repayment. There is no assurance that
the Company will ever be profitable. The financial statements do not include
any adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classifications of
liabilities that may result should the Company be unable to continue as
a going concern.
6
______________________________________________________________________
HAUGE TECHNOLOGY, INC.
(FORMERLY ENTREE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
Effective January 2013, we adopted FASB ASU No. 2011-11, Balance
Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities
(ASU 2011-11). The amendments in ASU 2011-11 require the disclosure
of information on offsetting and related arrangements for financial and
derivative instruments to enable users of its financial statements to
understand the effect of those arrangements on its financial position.
Amendments under ASU 2011-11 will be applied retrospectively for fiscal
years, and interim periods within those years, beginning after January 1,
2013. The adoption of this update did not have a material impact on the
financial statements.
Effective January 2013, we adopted FASB ASU No. 2013-02, Reporting
of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU
2013-02). This guidance is the culmination of the FASB's deliberation on
reporting reclassification adjustments from accumulated other
comprehensive income (AOCI). The amendments in ASU 2013-02 do not
change the current requirements for reporting net income or other
comprehensive income. However, the amendments require disclosure of
amounts reclassified out of AOCI in its entirety, by component, on the face
of the statement of operations or in the notes thereto. Amounts that are not
required to be reclassified in their entirety to net income must be
cross-referenced to other disclosures that provide additional detail. This
standard is effective prospectively for annual and interim reporting periods
beginning after December 15, 2012. The adoption of this update did not
have a material impact on the financial statements.
Not Adopted
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic
405): Obligations Resulting from Joint and Several Liability Arrangements
for Which the Total Amount of the Obligation Is Fixed at the Reporting
Date. The amendments in ASU 2013-04 provide guidance for the
recognition, measurement, and disclosure of obligations resulting from
joint and several liability arrangements for which the total amount of the
obligation within the scope of this Update is fixed at the reporting date,
except for obligations addressed within existing guidance in U.S. GAAP.
The guidance requires an entity to measure those obligations as the sum of
the amount the reporting entity agreed to pay on the basis of its
arrangement among its co-obligors and any additional amount the
reporting entity expects to pay on behalf of its co-obligors. The guidance
in this Update also requires an entity to disclose the nature and amount of
the obligation as well as other information about those obligations. The
amendments in this standard is effective retrospectively for fiscal years,
and interim periods within those years, beginning after December 15,
2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04
will have on our financial statements.
In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency
Matters (Topic 830): Parent's Accounting for the Cumulative Translation
Adjustment upon Derecognition of Certain Subsidiaries or Groups of
Assets within a Foreign Entity or of an Investment in a Foreign Entity. The
amendments in ASU No. 2013-05 resolve the diversity in practice about
whether Subtopic 810-10, Consolidation Overall, or Subtopic 830-30,
Foreign Currency Matters Translation of Financial Statements, applies to
the release of the cumulative translation adjustment into net income when
a parent either sells a part or all of its investment in a foreign entity or no
longer holds a controlling financial interest in a subsidiary or group of
assets that is a nonprofit activity or a business (other than a sale of in
substance real estate or conveyance of oil and gas mineral rights) within a
foreign entity. In addition, the amendments in this Update resolve the
diversity in practice for the treatment of business combinations achieved in
stages (sometimes also referred to as step acquisitions) involving a foreign
entity. The amendments in this standard is effective prospectively for
fiscal years, and interim reporting periods within those years, beginning
December 15, 2013. We are evaluating the effect, if any, adoption of ASU
No. 2013-05 will have on our financial statements.
In April 2013, the FASB issued ASU No. 2013-07, Presentation of
Financial Statements (Top 205): Liquidation Basis of Accounting. The
objective of ASU No. 2013-07 is to clarify when an entity should apply the
liquidation basis of accounting and to provide principles for the
measurement of assets and liabilities under the liquidation basis of
accounting, as well as any required disclosures. The amendments in this
standard is effective prospectively for entities that determine liquidation is
imminent during annual reporting periods beginning after December 15,
2013, and interim reporting periods therein. We are evaluating the effect,
if any, adoption of ASU No. 2013-07 will have on our financial
statements.
7
______________________________________________________________________
HAUGE TECHNOLOGY, INC.
(FORMERLY ENTREE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 4 STOCKHOLDER'S DEFICIT
The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of December 31, 2012,
20,000,000 shares of common stock and no preferred stock were issued
and outstanding.
On April 30, 2012, the Company issued 20,000,000 common shares to two
directors and officers for $2,000 in cash.
On October 2, 2012, following the change of control, Hauge Technology,
Inc. redeemed an aggregate of 19,500,000 of the then 20,000,000 shares
of outstanding stock at a redemption price of $.0001 per share for an
aggregate redemption price of $1,950.
On October 3, 2012, Hauge Technology, Inc. issued 2,774,126 shares of
its common stock. No payment is paid for the note receivable from stock
at par representing 84.7% of the total outstanding 3,274,126 shares of
common stock.
8
_____________________________________________________________________
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Hauge Technology, Inc. (formerly Entree Acquisition Corporation)
("Hauge" or the "Company") was incorporated on April 23, 2012 under the
laws of the State of Delaware to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions.
The Company has been in the developmental stage since inception. In
addition to a change in control of its management and shareholders, the
Company's operations to date have been limited to issuing shares and filing
a registration statement on Form 10 pursuant to the Securities Exchange
Act of 1934. The Company was formed to provide a method for a foreign
or domestic private company to become a reporting company with a class
of securities registered under the Securities Exchange Act of 1934.
On May 30, 2012, the Company registered its common stock on a
Form 10 registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof which became
automatically effective 60 days thereafter.
The Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.
CURRENT ACTIVITIES
The Company has not entered into any definitive or binding agreements
and there are no assurances that such transactions will occur, it is
actively pursuing the following avenues of development:
The Company anticipates that it will acquire or enter into another
form of business combination with Isobaric Strategies, Inc., a private
company. Isobaric Strategies, Inc. was established in 2009 and is dedicated
to the market introduction of the XPR (Axle Positioned Rotor) pressure
exchanger for liquid flow energy recovery. Through reduced acquisition costs
and higher efficiency,advanced XPR technology opens many large markets
including brackish reverse osmosis desalination, mining, oil/gas processing
and osmotic power. The advanced XPR technology designed by Isobaric
Strategies yields twice the flow at higher efficiency with the same
manufacturing costs compared to the original pressure exchanger
technology, which has been a major component in the worldwide growth of
reverse osmosis desalination in the last decade. No agreements have been
executed to effect this or any other business combination transaction.
The Company currently anticipates that the business combination
would take the form of a merger probably in the second or third quarter of
2013 although no binding agreement has been executed at the date of this
Report. It is anticipated that such private company will bring with it to
such merger key operating business activities and a business plan. As of
the date of this Report, no agreements have been executed to effect such a
business combination and although the Company anticipates that it will effect
such a business combination there is no assurance that such combination will
be consummated.
If and when the Company chooses to enter into a business combination with
such private company or another, it will likely file a registration statement
after such business combination is effected.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. The Company may wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended.
As of March 31, 2013 the Company had not generated revenues and had
no income or cash flows from operations since inception.
At March 31, 2013 the Company had sustained a net loss of $(111,500)
and had an accumulated deficit of $(111,500).
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with a
business entity for a business combination that would provide a basis
of possible operations.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
`ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, the Company has issued the following
shares of its common stock pursuant to Section 4(2) of the Securities Act
of 1933 as folllows:
On April 30, 2012, the Company issued the following shares of
its common stock:
Name Number of Shares Consideration
Tiber Creek Corporation 10,000,000 $1,000
(9,750,000 redeemed on October 2, 2012)
MB Americus LLC 10,000,000 $1,000
(9,750,000 redeemed on October 2, 2012)
On October 3,2012 the Company issued 2,774,126 shares of its
common stock to Leif J. Hauge, the president of the Company.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
HAUGE TECHNOLOGY, INC.
By: /s/ Leif J. Hauge
President, Chief Financial Officer
Dated: May 17, 2013
EX-31
2
exh31qhaugecfoceo331.txt
EXHIBIT 31
CERTIFICATION PURSUANT TO SECTION 302
I, Leif J. Hauge, certify that:
1. I have reviewed this Form 10-Q of Hauge Technology, Inc.
(formerly Entree Acquisition Corporation).
2. Based on my knowledge, this 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 registrant as of, and for,
the periods presented in this report;
4. The registrant's other certifying officer(s) 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)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures,or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period
in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered
by this report based on such evaluations; and
d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control
over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability
to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: May 17, 2013 /s/ Leif J. Hauge
Chief Executive Officer and
Chief Financial Officer
EX-32
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ex32haugeceocfo331.txt
EXHIBIT 32
CERTIFICATION PURSUANT TO SECTION 906
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, I, the
undersigned officer of Hauge Technology, Inc.
(formerly Entree Acquisition Corporation (the "Company"),
hereby certify to my knowledge that:
The Report on Form 10-Q for the period ended March 31,
2013 of the Company fully complies, in all material respects,
with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, and the information contained in the
Report fairly represents, in all material respects, the
financial condition and results of operations of the Company.
A signed original of this written statement required by Section
906 has been provided to the Company and will be retained by
the Company and furnished to the Securities and Exchange
Commission or its staff upon request.
/s/ Leif J. Hauge
Chief Executive Officer
Chief Financial Officer
Date: May 17, 2013