ebig_10q.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2010

OR
 
 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______ to ________

Commission File Number: 0-52282
 
   EastBridge Investment Group Corporation  
   (Exact name of registrant as specified in its charter)  
 
Arizona
 
86-1032927
(State or Other Jurisdiction of
 
(I.R.S. Employer
Incorporation)
 
Identification No.)

8040 E. Morgan Trail, Unit 18, Scottsdale, Arizona 85258
(Address of Principal Executive Offices)

(480) 966-2020
(Registrant’s telephone number)

Securities registered under Section 12(b) of the Exchange Act:
None
 
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, no par value per share
(Title of Class)
 
Indicate by check mark whether the Registrant (1) has filed all reports required 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     No þ
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”  in Rule 12b–2 of the Exchange Act. (Check one):

Large accelerated filer  o                                              Accelerated filer  o                                        Non–Accelerated filer o                                         Smaller Reporting Company  þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act).  Yes  o    No  þ
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Class
 
Outstanding at  April 30, 2010
Common stock, no par value
 
 147,335,048



 
 

 
EastBridge Investment Group Corporation

TABLE OF CONTENTS
 
         
     
Page Numbers
 
PART I - FINANCIAL INFORMATION
     
       
Item 1.
Condensed Consolidated Financial Statements (unaudited)
     
 
Condensed Consolidated Balance Sheets
    1  
 
Condensed Consolidated Statements of Operations
    2  
 
Condensed Consolidated Statement of Cash Flows
    3  
 
Notes to Condensed Consolidated Financial Statements
    4  
Item 2.
Management’s Discussion & Analysis of Financial Condition & Results of Operations
    12  
Item 3
Quantitative and Qualitative Disclosures About Market Risk
    16  
Item 4.
Controls and Procedures
    17  
         
PART II - OTHER INFORMATION
       
           
Item 1.
Legal Proceedings
    18  
Item1a
Risk Factors
    18  
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    18  
Item 3.
Defaults Upon Senior Securities
    18  
Item 4.
[Removed and Reserved]
    18  
Item 5
Other Information
    18  
Item 6.
Exhibits
    18  
           
SIGNATURES       19  
 
 

 
i

 
PART I – FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS
 
EASTBRIDGE INVESTMENT GROUP CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
March 31,
   
December 31,
 
   
2010
   
2009
 
   
(unaudited)
       
Assets
           
   Cash
  $ 110,382     $ 162,609  
Total current assets
    110,382       162,609  
                 
  Advances receivable from related parties
    23,322       23,322  
Total assets
  $ 133,704     $ 185,931  
                 
Liabilities and Stockholders' Deficit
               
Liabilities:
               
   Accounts payable
    140,034       119,987  
   Disputed accounts payable
    213,799       213,799  
   Accrued expenses
    360,728       291,358  
   Line of credit
    52,500       63,750  
   Deferred revenue
    253,231       203,271  
   Advances payable to related party
    59,800       71,840  
   Other current liabilities
    100,000       100,000  
Total current liabilities
    1,180,092       1,064,005  
                 
                 
Total liabilities
    1,180,092       1,064,005  
                 
Commitments and contingencies
               
                 
Stockholders' deficit:
               
Preferred stock series A, no par value, 50,000,000 shares authorized; none issued and outstanding as of March 31, 2010 and December 31, 2009, respectively
    -       -  
    
               
Preferred stock series B, no par value, 50,000,000 shares authorized; none issued and outstanding as of March 31, 2010 and December 31, 2009, respectively
    -       -  
 
               
Common stock, no par value, 300,000,000 shares authorized; 145,863,354 and 140,377,339 issued and outstanding as of March 31, 2010 and December 31, 2009, respectively
    5,381,511       4,560,350  
                 
    Accumulated deficit
    (6,427,899 )     (5,438,424 )
Total stockholders' deficit
    (1,046,388 )     (878,074 )
                 
Total liabilities and stockholders' deficit
  $ 133,704     $ 185,931  
 
The accompanying notes are an integral part of these consolidated financial statements.

 
1

 
EASTBRIDGE INVESTMENT GROUP CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
 
   
Three Months Ended
 
   
March 31,
 
   
2010
   
2009
 
 Revenues
  $ -     $ -  
                 
Cost of services
    -       -  
                 
Gross profit
    -       -  
                 
Operating expenses:
               
General and administrative
    469,954       190,327  
Selling and marketing
    40,284       15,779  
        Total operating expenses
    510,238       206,106  
Operating loss
    (510,238 )     (206,106 )
                 
Other income (expense):
               
Interest expense
    479,237       1,697  
Interest income
    -       (582 )
       Total other (income) expense
    479,237       1,115  
Loss before taxes, minority interest, discontinued operations
  $ (989,475 )   $ (207,222 )
                 
Income tax provision
    -       -  
Discontinued operations
    -       -  
                 
Net loss
  $ (989,475 )   $ (207,222 )
                 
Earnings per share:
               
  Basic and diluted:
  $ (0.01 )   $ (0.00 )
                 
Weighted average common shares outstanding:
               
  Basic and diluted:
    141,828,925       127,537,061  
 
The accompanying notes are an integral part of these consolidated financial statements.

 
2

 

EASTBRIDGE INVESTMENT GROUP CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
Three Months Ended March 31,
 
   
2010
   
2009
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
  Net loss
  $ (989,475 )   $ (207,221 )
  Adjustments to reconcile net loss to net cash used in operating activities:
               
  Common stock issued for services
    294,161       1,200  
  Changes in operating assets and liabilities:
               
Prepaid expenses
    -       (882 )
Accounts payables
    20,047       47,567  
Accrued liabilities
    69,370       105,521  
Deferred revenue
    49,960       25,000  
            Net cash used in operating activities
    (555,937 )     (28,815 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Stock issued from payment of debt
    527,000       20,000  
Repayment of line of credit
    (11,250 )     -  
Repayment of advances from affiliate
    (50,040 )     (3,700 )
Advances from affiliate
    38,000       29,200  
        Net cash provided by (used in) financing activities
    503,710       45,500  
                 
(DECREASE) INCREASE IN CASH
    (52,227 )     16,685  
CASH, BEGINNING OF PERIOD
    162,609       4,347  
CASH, END OF PERIOD
  $ 110,382     $ 21,032  
                 
SUPPLEMENTAL CASH FLOW INFORMATION
               
                 
Interest paid
  $ 479,237     $ 420  
Issuance of company stock for accrued liabilities
  $ 71,840     $ 20,000  
The accompanying notes are an integral part of these consolidated financial statements.

 
3

 
EASTBRIDGE INVESTMENT GROUP CORPORATION
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS

EastBridge Investment Group Corporation (formally ATC Technology Corporation) was incorporated in the State of Arizona on June 25, 2001.  The Company's principal activity through June 30, 2005 was to manufacture mobile entertainment products that provided a means to play video game consoles made by Sony, Microsoft and Nintendo in a customer's car, RV, SUV, van or boat with attachable viewing monitors.     
 
In 2005, EastBridge decided to exit the mobile video game market and dedicate its activities to providing consulting services in Asia.  EastBridge is one of a small group of United States companies solely concentrated in marketing consulting services to closely held small to mid-size Asian companies that require these services for expansion. EastBridge had nine clients as of the date of this filing, that it is assisting in becoming public companies, reporting pursuant to the Securities Exchange Act of 1934, as amended, in the United States and obtaining listings for their stock on a U.S. stock exchange or over-the-counter market.  All clients are located in Asia-Pacifica.
 
EastBridge has formed three subsidiaries which have been consolidated with EastBridge from the date of formation as further described below.  These subsidiaries are inactive.
 
NOTE 2 – BASIS OF PRESENTATION

The accompanying condensed consolidated balance sheet as of December 31, 2009, which has been derived from audited consolidated financial statements, and the accompanying unaudited condensed consolidated financial statements as of March 31, 2010 and for the three months ended March 31, 2010 and March 31, 2009, have been prepared in accordance with generally accepted accounting principles for interim financial information.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for audited financial statements. In the opinion of the Company’s management, the interim information includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods.  The results of operations for the three months ended March 31, 2010 are not necessarily indicative of the results to be expected for the year ending December 31, 2010.  The footnote disclosures related to the interim financial information included herein are also unaudited.  Such financial information should be read in conjunction with the consolidated financial statements and related notes thereto as of December 31, 2009 and for the year then ended included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Significant estimates and assumptions have been used by management throughout the preparation of the condensed consolidated financial statements including in conjunction with establishing allowances for customer refunds, non-paying customers, dilution and fees, analyzing the recoverability of the carrying amount of intangible assets, estimating forfeitures of stock-based compensation and evaluating the recoverability of deferred tax assets.  Actual results could differ from these estimates.

 
4

 

NOTE 3 – GOING CONCERN

As indicated in the accompanying financial statements, the Company has incurred cumulative net operating losses of $6,427,899 since inception. We place no assurance on the on going operations of our new subsidiaries.  So far, most of the working capital has been provided by the Company's management team members. They have done so since EastBridge's inception and have indicated their continued support for EastBridge; however, there is no assurance that additional funds will be advanced. These matters raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
 
Management plans to successfully achieve milestones in the near future with respect to the Company's client engagements which will provide them with some liquidity; however, there is no assurance that the Company will be successful.
 
The Company's ability to meet its obligations and continue as a going concern is dependent upon its ability to obtain additional financing, achievement of profitable operations and/or ability to achieve client listing obligations.  Although the Company plans to pursue additional financing, there can be no assurance that the Company will be able to secure financing when needed or to obtain such financing on terms satisfactory to the Company, if at all.
 
NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America.  Significant accounting policies are as follows:

Principles of Consolidation

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.  

These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period.  Management evaluates these estimates and assumptions on a regular basis.  Actual results could differ from those estimates.

 
5

 
 
Revenue Recognition

The Company utilizes the guidance set forth in the Securities and Exchange Commission's Staff Accounting Bulletin (SAB) No. 104, regarding the recognition, presentation and disclosure of revenue in its financial statements.  The Company engages in listing contracts with its clients which provide for the payment of fees, either in cash or equity, upon the achievement of certain milestones including the successful completion of a financial statement audit, the successful listing on a national stock exchange and the maintenance of ongoing 1934 Act registration requirements with the Securities and Exchange Commission.  In some instances, payment may be made in advance of performance; however, such payment is often refundable in the event that milestones are not reached.   The Company recognizes revenue on a systematic basis as milestones are reached in accordance with FASB’s Accounting Standards Codification (“ASC”) 605 “Revenue Recongition” Update No. 2009-13.  Such guidance stipulates that revenue be recognized for individual elements in a multiple deliverable arrangement using the relative selling price method.  The Company relies on internal estimates of the relative selling price of each element as objective third-party evidence is unattainable.
 
Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  At March 31, 2010 and December 31, 2009, respectively, cash and cash equivalents include cash on hand and cash in the bank. At times, cash deposits may exceed government-insured limits.

Income Taxes

Income taxes are accounted for using the asset and liability method as prescribed by ASC 740 “Income Taxes”. Under this method, deferred income 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 income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance would be provided for those deferred tax assets for which if it is more likely than not that the related benefit will not be realized.
 
A full valuation allowance has been established against all net deferred tax assets as of March 31, 2010 based on estimates of recoverability.  While the Company has optimistic plans for its business strategy, we determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to our ability to generate sufficient profits from our business model.
 
Share-Based Compensation

The Company periodically uses stock-based awards, consisting of shares of common stock, to compensate certain officers and consultants.  Shares are expensed on a straight line basis over the requisite service period based on the grant date fair value, net of estimated forfeitures, if any.  Typically, stock awards are fully vested at the date of grant, so forfeitures are not applicable.
 
 
6

 
 
Basic and Diluted Net Loss Per Share

Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period.  The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding.  Diluted net loss per share for the Company is the same as basic net loss per share, as the inclusion of common stock equivalents would be anti-dilutive.  

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation.

The carrying amounts of the Company’s financial instruments, including cash, accounts payable and accrued liabilities, income tax payable and related party payable approximate fair value due to their short maturities.

Reclassification

Certain prior period amounts have been reclassified to conform to current year presentations.

Recent Accounting Pronouncements

Recent accounting pronouncements that the Company has adopted or that it will be required to adopt in the future are summarized below.
 
In October 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Accounting Standards Update 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements. FASB Accounting Standards Update 2009-13 addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Accounting Standards Codification (“ASC”) Subtopic 605-25, Revenue Recognition-Multiple-Element Arrangements, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. In addition, this guidance significantly expands required disclosures related to a vendor’s multiple-deliverable revenue arrangements. FASB Accounting Standards Update 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company is in the process of developing relative selling price estimates of its deliverables for use in future revenue recognition of listing agreements.  The Company is currently evaluating the impact of adopting this pronouncement.
 
In August 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Accounting Standards Update 2009-05, Fair Value Measurements and Disclosures (Topic 820)—Measuring Liabilities at Fair Value includes amendments to Subtopic 820-10, Fair Value Measurements and Disclosures—Overall, for the fair value measurement of liabilities and provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. The adoption of Accounting Standards Update 2009-05 did not have a material impact on the consolidated financial statements.
 
 
7

 
 
During June 2009, the Financial Accounting Standards Board (“FASB”) issued FAS No. 168, FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162 (“SFAS 168”) and is incorporated in ASC Topic 105, which establishes the FASB Accounting Standards Codification as the single official source of authoritative US GAAP (other than guidance issued by the SEC), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force, and related literature. SFAS 168 became effective as of the beginning of the first annual reporting period that begins after September 15, 2009 and for interim periods within that period. The adoption of SFAS 168 did not have an impact on the Company’s results of operations or financial position.
 
NOTE 5 – OTHER LIABILITIES
 
Disputed Accounts Payable
 
At March 31, 2010, the Company carried balances totaling $213,799 owed to various vendors relating to EastBridge’s former business called ATC Technology.  The Company currently considers these balances as in dispute with the vendors and is working on a resolution.
 
Other Current Liabities
 
Other current liabilities at March 31, 2010 consisted of a $100,000 deposit received from a trust which has agreed to purchase from Eastbridge a fixed number of shares of common stock in one of Eastbridge’s clients that is expected to be earned by Eastbridge as part of a fee arrangement once this client's shares are publicly registered.
 
NOTE 6 – LINE OF CREDIT / NOTES PAYABLE
 
In May 2009, the Company converted the line of credit with Goldwater Bank into a two year promissory note unsecured with a variable interest rate of Wall Street Journal Prime plus 4.0%.  The interest rate cannot be less than 8% which is the rate as of March 31, 2010.  The balance of this promissory note as of March 31, 2010 and 2009, was $52,500 and $100,000 respectively.
 
NOTE 7 – LEASES

The Company is leasing office space in Scottsdale, Arizona, under a non-cancelable operating lease agreement, which expires in August 2011.  Rent expense for the periods ended March 31, 2010 and 2009 was $7,514 and $3,343, respectively.

As of March 31, 2010, future minimum lease payments due under the foregoing lease agreement are as follows:

Year ending December 31,
 
Amount
 
2010
  $ 5,976  
2011
    5,312  
    $ 11,288  
 
 
8

 
 
NOTE 8 – RELATED PARTY TRANSACTIONS

The Company advanced funds to its CEO for accrued and unpaid compensation during the course of business at a rate of 4.5% annual interest which is the federal long term interest rate. As of March 31, 2010 and 2009 advances receivable from the CEO were $0 and $54,257, respectively.  As of March 31, 2010 and 2009 the accrued compensation liability to the officers was $292,026 and $200,000, respectively.  In 2009, the Company recorded a payroll tax liability in connection with accrued compensation paid with stock and resulting from this payroll tax liability an advance receivable from the CEO and CFO in the amounts of $14,039 and $9,283 are outstanding as of March 31, 2010.

The Company received advances from its two officers and a shareholder during the course of business at a rate of 4.5% interest which is the federal long term interest rate. As of March 31, 2010 and 2009 advances payable to the Company’s two officers and a shareholder were $59,800 and $59,347, respectively.

The Company entered into a employment agreement with the CEO on June 1, 2005. Under the terms of the agreement the CEO will receive compensation in the amount of $240,000 annually. The Company entered into a employment agreement with its CFO on June 1, 2005. Under the terms of its agreement the CFO was to receive $84,000 in compensation annually from the inception of the agreement through January 1, 2007 at which point the consulting compensation was to increase to $180,000.

NOTE 9 – EQUITY

As of March 31, 2010, EastBridge had 145,863,354 shares of no par common stock issued and outstanding with 300,000,000 shares authorized.  

During the three months ended March 31, 2010, the Company issued 2,386,015 shares of common stock to consultants for services rendered.  The Company expensed $294,161 in connection with these issuances based on the quoted market prices on the dates of grant.

During the three months ended March 31, 2010, the Company issued 3,100,000 shares of common stock to individuals for $50,040 of debt owed by the Company.  The Company expensed $476,961 in connection with these issuances based on the quoted market prices on the date of grant.

During the three months ended March 31, 2009, the Company issued 500,000 shares of common stock to each of our two officers, respectively.   The common shares were issued and accepted by the Company’s officers at $.02 per share for a cumulative value of $20,000. The Company reduced the value of the accrued balance due to the two officers by $20,000.

During the three months ended March 31, 2009, the Company issued 60,000 shares of common stock to a consultant for services rendered.  The Company shares were issued at $.02 per which was the trading value of the stock at the date of issuance.  The Company expensed $1,200.

 
9

 
 
NOTE 11 – DEFERRED REVENUE

The following table represents the balance of deferred revenue that has not yet been recognized under the Company’s revenue recognition policies:
 
   
March 31,
   
March 31,
 
   
2010
   
2009
 
Jinkuizi Science & Technology Company
    (45,000 )     (25,000 )
                 
Alpha Green Energy Company
    (75,712 )     -  
                 
Kadia
    (73,000 )     -  
                 
Huang Wei
    (9,559 )     -  
                 
Tsinda
    (49,960 )     -  
                 
Deferred Revenue
    (253,231 )     (25,000 )
 
NOTE 12 – COMMITMENTS AND CONTINGENCIES
 
Employment Agreements
 
On June 1, 2005, we entered into the employment agreement with Keith Wong, our President and Chief Executive Officer. The agreement provides for annual compensation in the amount of $240,000, effective June 1, 2005.  Mr. Wong’s agreement contains confidentiality, non-compete, and good faith cooperation covenants. The agreement may not be terminated by either party except with cause on the part of the Company, upon the occurrence of Mr. Wong's death, disability, bankruptcy or incompetency, lack of performance, officer integrity, or with the mutual consent of both parties.
 
On June 1, 2005, we entered into the employment agreement with Norm Klein, our Chief Financial Officer, Chief Operating Officer and Investor Relations Officer. The agreement provides for annual compensation in the amount of $84,000, effective on June 1, 2005 and was increased to an annual compensation of $180,000, effective January 1, 2007.  Mr. Klein’s agreement contains confidentiality, non-compete and good faith cooperation covenants. The agreement may not be terminated by either party except with cause on the part of the Company, upon the occurrence of Mr. Klein's death, disability, bankruptcy or incompetency, lack of performance, officer integrity, or with the mutual consent of both parties.
 
NOTE 13 – STOCK BASED COMPENSATION
 
2009 Stock Option Plan
 
During the first quarter of 2009, the Company's Board of Directors approved and adopted the 2009 Stock Option Plan  (the "Plan") and designated 10,000,000 of our no par common stock for issuance under the Plan to employees, directors or consultants for EastBridge through either the issuance of shares or stock option grants.  Under the terms of the Plan, stock option grants shall be made with exercise prices not less than 100% of the fair market value of the shares of Common Stock on the grant date.  Since adoption, the Company issued an aggregate of approximately 5.2 million shares of Common Stock under the plan.  These grants were not stock options but instead represent fully vested shares at the date of grant.
 
  
 
Total shares
reserved
under the
plan
   
Remaining
shares
available for
issuance
under the
plan
 
2009 Stock Option Plan
   
10,000,000
     
4,801,485
 

 
10

 
 
NOTE 14 – SEGMENT INFORMATION
 
The Company operates only one reporting segment.  Substantially all assets are contained in the United States.  Although the Company’s business is assisting foreign companies with accessing the US capital markets, substantially all revenue generating activities are conducted in the United States.
 
NOTE 15 – SUBSEQUENT EVENTS

On April 11, 2010, EastBridge executed a Listing Agreement with StrayArrow International Limited (ie SAIL). SAIL is located in Shanghai, China.  SAIL is in the luxury lifestyle business including high end restaurants, nightclubs, ultra lounges, hotels and boutique retail merchandising.  EastBridge has been retained by SAIL to assist their management to become listed on a United States stock exchange.  Eastbridge has begun to prepare SAIL for the SEC auditing and legal processes.  For its services, EastBridge will receive a cash fee plus an equity position once SAIL is listed on a U.S. stock exchange.  As of the date of this report, EastBridge has not declared a stock dividend record date for this client.

On April 29, 2010, the Company issued 426,239 and 818,182 shares of common stock to our CEO and CFO, respectively.   The common shares were issued and accepted by the Company’s officers at the closing trading price of the date of issue for a cumulative value of $161,775. The Company will reduce the value of the accrued compensation balance due to the two officers by $161,775.

On April 29, 2010, the Company issued 227,273 shares of common stock to a consultant for services rendered.  The Company will expense $29,545 in connection with these issuances based on the quoted market prices on the dates of grant.

The Company evaluated subsequent events through May 10, 2010 which is the date the financial statements were issued.

 
11

 
ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this Quarterly Report on Form 10-Q, “Company,” “our company,” “us,” and “our” refer to EastBridge Investment Group Corporation and its subsidiaries unless the context requires otherwise.

The Company's Form 10-K, this and any other Form 10-Q or any Form 8-K of the Company or any other written or oral statements made by or on behalf of the Company may contain forward-looking statements which reflect the Company's current views with respect to future events and financial performance. The words "believe," "expect," "anticipate," "intends," "estimate," "forecast," "project," and similar expressions identify forward-looking statements.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services, developments or industry rankings; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.  Such "forward-looking statements" are subject to risks and uncertainties set forth from time to time in the Company's SEC reports and include, among others, the Risk Factors set forth under Item 1A below.
 
The risks included herein are not exhaustive. The Company's annual report on Form 10-K, this and other quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC include additional factors which could impact EastBridge Investment Group Corporation's business and financial performance. Moreover, EastBridge Investment Group Corporation operates in a rapidly changing and competitive environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors. Further, it is not possible to assess the impact of all risk factors on EastBridge Investment Group Corporation's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
 
Readers are cautioned not to place undue reliance on such forward-looking statements as they speak only of the Company's views as of the date the statement was made.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview
 
EastBridge Investment Group Corporation (formally ATC Technology Corporation) was incorporated in the State of Arizona on June 25, 2001.  The Company's principal activity through June 30, 2005 was to manufacture mobile entertainment products that provided a means to play video game consoles made by Sony, Microsoft and Nintendo in a customer's car, RV, SUV, van or boat with attachable viewing monitors.     
 
In 2005, EastBridge decided to exit the mobile video game market and dedicate its activities to providing investment related services in Asia, with a strong focus on the high GDP growth countries, such as China and India. EastBridge is initially concentrating its efforts in China (Hong Kong, mainland China, Macao and Taiwan).  We provide consulting services to provide viable corporate infrastructure necessary for small to medium-size companies to obtain capital to grow their business.  EastBridge structures its clients as joint ventures, wholly owned foreign enterprises, or guaranteed return ventures, and assists in locating investment banking, financial advisory and other financial services as allowed by the local government. EastBridge locates consultants which assist with marketing, sales and strategic planning services for its clients to prepare them to enter the United States market.
 
 
12

 
 
EastBridge is one of a small group of United States companies solely concentrated in marketing business consulting services to closely held, small to mid-size Asian companies that require these services for expansion. In business sectors where EastBridge sees a unique opportunity for growth, EastBridge may form its own foreign subsidiaries with local partners to capture the opportunity.
 
EastBridge is currently assisting nine clients with consulting services to prepare them for listing on a U.S. stock exchange.  A description of eight of these nine clients can be found in the recently filed Form 10-K (filed in April 2010 with the SEC) for EastBridge.  To learn more about our newest (ninth) client, please refer to Note 15 of the financial statement footnotes in this 10-Q report.EastBridge has formed three subsidiaries which have been consolidated with EastBridge from the date of formation.  These subsidiaries are inactive.
 
Results of Operations

Revenues
 
The Company did not have any recordable revenue in the three months ending March 31, 2010 and 2009.

General and Administrative Expenses
 
Three Months
Ended March 31,
 
General &
Administrative 
Expenses
   
Change from 
Prior Year
   
 Percent Change
from Prior Year
 
 2010   $ 469,954     $ 279,627       146.9 %
 2009   $ 190,327                  
 
General and administrative expenses increased in three months ending March 31, 2010 as compared to the three months ending March 31, 2009 due to the following:  an increase in consulting expense of approximately $268,000 as we issued stock for consulting expenses at a higher than anticipated value and an increase in legal fees of approximately $31,000, partially offset by decreases in other expenses of approximately $20,000.
 
 Sales and Marketing Expenses
 
Three Months
Ended March 31,
 
Sales &
Marketing
Expenses
   
Change from 
Prior Year
   
 Percent Change
from Prior Year
 
 2010   $ 40,284     $ 24,505       155.3 %
 2009   $ 15,779                  
 
Sales and marketing expenses increased by approximately $24,500 in the three months ended March 31, 2010 as compared to the three months ended March 31, 2009 due to increased travel of approximately $23,000 and minor changes in other marketing related expenses.
 
 
13

 
 
Operating Loss
 
Three Months
Ended March 31,
 
Operating
Loss
   
Change from 
Prior Year
   
 Percent Change
from Prior Year
 
 2010   $ (510,238)     $
(304,132)
      147.6 %
 2009   $ (206,106)                  
 
The increase in our operating loss for the three months ended March 31, 2010 as compared to the three months ended March 31, 2009 is primarily due to the increases in general and administrative expenses and sales & marketing expenses, each of which is described above.
 
Total Other Income (Expense)
 
Three Months
Ended March 31,
 
Total Other
Income (Expense)
   
Change from 
Prior Year
   
 Percent Change
from Prior Year
 
 2010   $ (479,237)     $
(478,122)
      42880.9 %
 2009   $ (1,115)                  
 
In the three months ended March 31, 2010, we incurred additional interest expense of approximately $478,000  as compared to the three months ended March 31, 2009, related to the issuance of common stock in exchange for debt.
 
Income Tax Provision (Benefit)
 
Three Months
Ended March 31,
 
Income Tax
Provision (Benefit)
   
Change from 
Prior Year
   
 Percent Change
from Prior Year
 
 2010   $ -     $ -       0.0 %
 2009   $ -                  
 
While we have optimistic plans for our business strategy, we determined that a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to our ability to generate sufficient profits from our business model.  Therefore, we established a valuation allowance for all deferred tax assets.
 
Net Loss
 
Three Months
Ended March 31,
 
Net Loss
   
Change from 
Prior Year
   
 Percent Change
from Prior Year
 
 2010   $ (989,475)     $ (782,253)       377.5 %
 2009   $ (207,222)                  

 
14

 
Changes in net loss are primarily attributable to changes in operating income, other income (expense) and discontinued operations, each of which is described above.
 
LIQUIDITY AND CAPITAL RESOURCES
 
Net cash used in operating activities was $555,937 and $28,815 for the three months ended March 31, 2010 and 2009, respectively.  The increase is mainly attributable to the increase in our net loss and increase in stock issued for services.
 
Our primary source of cash inflows has historically been from listing agreement customers.  In late 2009 we received an advance payment for shares of a listed company that is expected to be completed in the first half of 2010.  As of March 31, 2010 and 2009, no single customer accounted for greater than 10% of accounts receivable as part of the agreements require deposits in advance rather than billing after the fact.

Cash provided by financing activities was $503,710 and $45,500 for the three months ended March 31, 2010 and 2009, respectively. The increase is due to payment of debt with common stock.

  
 
15

 
 
We had working capital of $(1,069,710) as of March 31, 2010 compared to $(901,396) as of December 31, 2009.  Our cash position decreased to $110,382 at March 31, 2010 compared to $162,609 at December 31, 2009, as we had a decrease in cash flows from operations, offset by cash provided by investing activities.

Our monthly cash requirement amount is approximately $15,000, and as of March 31, 2010, cash on hand would fund operations for approximately seven months.  For the three months ended March 31, 2010, we have increased deferred revenue by approximately $228,000 as compared to the three months ended March 31, 2009, as a result of cash deposits on listing agreements.

In the past and current we have received cash through loans extended by our management to the Company and through sales of shares of common stock to individual investors.  As we are a consulting company with no proprietary technology it is doubtful we will obtain capital from institutional or other sources and will need to rely on our officers for cash infusions.  As much of our revenue will come through sales of equity in our clients it may be several months until we obtain positive cash flows as this will occur only if and when our clients have registration statements cleared by the SEC which include client shares of common stock owned by the Company and these clients become listed on U.S. stock exchanges or over-the-counter markets.
 
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, the Company is not required to provide Part I, Item 3 disclosure.

 
16

 
 

ITEM 4.  CONTROLS AND PROCEDURES
 
a) Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.
 
b) Changes in Internal Control over Financial Reporting.

During the quarter ended March 31, 2010, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

LACK OF INDEPENDENT BOARD OF DIRECTORS AND AUDIT COMMITTEE

Management is aware that an audit committee composed of the requisite number of independent members along with a qualified financial expert has not yet been established.  Considering the costs associated with procuring and providing the infrastructure to support an independent audit committee and the limited number of transactions, Management has concluded that the risks associated with the lack of an independent audit committee are not justified.  Management will periodically reevaluate this situation.

LACK OF SEGREGATION OF DUTIES

Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases.  Management will periodically reevaluate this situation.

 
17

 
PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Neither our company nor any of its officers or directors is a party to any material legal proceeding or litigation and such persons know of no material legal proceeding or litigation contemplated or threatened. There are no judgments against the Company or its officers or directors. None of the officers or directors has been convicted of a felony or misdemeanor relating to securities or performance in corporate office.

ITEM 1A - RISK FACTORS

There have been no material changes for the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2009.

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

During the three months ended March 31, 2010, Company issued 1,700,000 shares of common stock to three consultants for services rendered.  Of those shares, 600,000 were issued at $.11 per share (the trading value of the stock on the date of issuance) and 1,100,000 shares were issued at $.17 per share (the trading value of the stock on the date of issuance) for a cumulative value of $253,000.  On March 11, 2010, the Company issued 3,100,000 shares of common stock in exchange for the cancellation of debt in the principal amount of $50,040, owed to two individuals.  These shares were issued at $.17 per share which was the trading value of the stock on the date of issuance.  The Company expensed $476,961 in addition to the debt.  We have issued the above securities not registered under the Securities Act by reason of the exemption afforded under Section 4(2) of the Securities Act of 1933, within the last quarter. No underwriting discounts or commissions were paid with respect to any of the transactions.
 
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period ended March 31, 2010.

ITEM 4.  [REMOVED AND RESERVED]

N/A

ITEM 5.  OTHER INFORMATION

None
 
ITEM 6.  EXHIBITS
 
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

 
18

 

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.
 
 
EastBridge Investment Group Corporation  
   
   
/s/ Keith Wong  
Keith Wong  
Chief Executive Officer  
   
   
/s/ Norman Klein  
Norman Klein  
Chief Financial Officer  
   
 
May 14, 2010
 
 
19