SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2001
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 1-12293
ESOFTBANK.COM INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 87-0394313
------------------------------- -----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Block 2, Cybercity, South Hi-Tech Industrial Park
Shenzhen, PRC 518057
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(Address of principal executive offices)
7 011-86-755-671-6644
----------------------------------------------
(Issuer's Telephone Number, including Area Code)
Flat A, United Plaza, 5022 Binhe Main Street
Futian District Shenzhen, PRC 51802
---------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [_]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock, $.001 Par Value - 12,920,000 shares issued and outstanding as of
Nov. 13, 2001.
Index
ESOFTBANK.COM, INC. and Subsidiaries
Page No.
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Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets--September 30, 2001
and December 31, 2000 3
Condensed consolidated statements of operations--
Three months ended September 30, 2001 and 2000 5
Condensed consolidated statements of operations--
Nine months ended September 30, 2001 and 2000 6
Condensed consolidated statements of cash flows--
Nine months ended September 30, 2001 and 2000 7
Notes to condensed consolidated financial statements--
September 30, 2001 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results Of Operations 10
Part II. Other Information
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 15
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ESOFTBANK.COM, INC. AND SUBSIDIARIES
Condensed CONSOLIDATED BALANCE SHEETS
September 30, 2001 and December 31, 2000
(Unaudited)
December 31, September 30,
2000 2001 2001
(Unaudited) (Unaudited)
Rmb Rmb US$
----------- ------- --------
ASSETS
CURRENT ASSETS
Cash 3,221,718 1,482,580 178,624
Accounts receivable 640,900 4,104,060 494,465
Deposits and other 1,000,271 739,124 89,051
Advances to employees 427,395 838,652 101,043
Costs and estimated earnings in excess of
billings on uncompleted contracts 207,944 - -
---------- ---------- -----------
TOTAL CURRENT ASSETS 5,498,228 7,164,416 863,183
---------- ---------- -----------
NONCURRENT ASSETS
Long-term investment 2,800,000 2,800,000 337,349
Product development costs, net 852,995 804,156 96,886
Fixed assets 2,929,976 2,446,017 294,701
Other 265,068 -- --
---------- ---------- -----------
TOTAL NONCURRENT ASSETS 6,848,039 6,050,173 728,936
---------- ---------- -----------
TOTAL ASSETS 12,346,267 13,214,589 1,592,119
========== ========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term loan 16,000,000 16,000,000 1,927,711
Accounts payable 159,900 159,900 19,265
Accrued expenses -- -- --
Salaries, wages and other compensation 669,171 466,846 56,246
Employee firings benefits 635,988 1,187,685 143,095
Taxes 355,713 110,662 13,333
Other 1,588,513 1,430,165 172,309
Customer deposits 41,000 2,133,989 257,107
3
Billings in excess of costs and estimated
earnings on uncompleted contracts 57,890 612,452 73,789
Due to director 2,316,408 4,034,428 486,076
Due to related party - SiTech Holding -- 81,155 33,874
Due to related party -- 281,155 24,144
---------- ---------- ------------
TOTAL CURRENT LIABILITIES 21,824,583 26,617,677 3,206,949
----------- ---------- ------------
MINORITY INTEREST 261,925 197,493 23,794
----------- ---------- ------------
SHAREHOLDERS' EQUITY (DEFICIT)
Common stock - Par value US$.001; issued and
outstanding - 12,920,000 shares 107,236 107,236 12,920
Additional paid-in capital 52,715,431 52,715,431 6,351,257
Reserve funds 347,148 347,148 41,825
Accumulated deficit (62,910,056) (66,770,396) (8,044,626)
------------ ------------ ------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) (9,740,241) (12,600,581) (1,638,624)
------------ ------------ ------------
TOTAL LIABILITIES AND
SHAREHOLDERS'EQUITY 12,346,267 13,214,589 1,592,119
============ ============ ============
See notes to condensed consolidated financial statements.
4
ESOFTBANK.COM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(Unaudited)
2000 2001 2001
--------- --------- ---------
Rmb Rmb US$
REVENUE 4,827,190 2,981,249 359,187
COST OF SALES (3,156,820) (2,075,994) (250,120)
------------ ----------- ----------
GROSS PROFIT (LOSS) 1,670,370 905,255 109,067
SELLING AND ADMINISTRATIVE
EXPENSES (3,323,143) (2,080,698) (250,687)
------------ ----------- ----------
LOSS FROM OPERATIONS (1,652,773) (1,175,443) (14,162)
------------ ----------- ----------
OTHER INCOME (EXPENSE)
INTEREST EXPENSE (203,909) (291,629) (35,136)
OTHER INCOME, NET (17,301) (2,871) (346)
------------ ----------- ----------
TOTAL OTHER INCOME (EXPENSE), NET (221,210) (294,500) (35,482)
------------ ----------- ----------
LOSS BEFORE TAXES (1,873,983) (1,469,943) (177,102)
TAXES -- -- --
------------ ----------- ----------
INCOME (LOSS) BEFORE
MINORITY INTEREST (1,873,983) (1,469,943) (177,102)
MINORITY INTEREST 310,213 110,151 13,272
------------ ----------- ----------
NET LOSS (1,563,770) (1,359,792) (163,830)
============ =========== ==========
Basic and diluted net loss per share (.01) (.01) (.01)
============ =========== ==========
WEIGHTED AVERAGE SHARES
OUTSTANDING 12,800,000 12,920,000 12,920,000
============ =========== ==========
See notes to condensed consolidated financial statements.
5
ESOFTBANK.COM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(Unaudited)
2000 2001 2001
--------- -------- --------
Rmb Rmb US$
REVENUE 7,832,190 8,326,722 $1,003,220
COST OF SALES (4,782,285) (6,067,244) (730,994)
----------- ------------ -----------
GROSS PROFIT (LOSS) 3,049,905 2,250,478 272,226
SELLING AND ADMINISTRATIVE
EXPENSES (10,920,980) (6,479,758) (780,693)
------------ ------------- -----------
LOSS FROM OPERATIONS (7,871,075) (4,220,280) (508,467)
------------ ------------- -----------
OTHER INCOME (EXPENSE)
INTEREST EXPENSE (203,909) (812,149) (97,849)
OTHER INCOME, NET (9,328) 1,107,657 133,452
------------ ------------- -----------
TOTAL OTHER INCOME (EXPENSE), NET (213,237) (295,508) (35,603)
------------ ------------- -----------
LOSS BEFORE TAXES (8,084,312) (3,924,772) (472,864)
TAXES 154,646 -- --
------------ ------------- -----------
INCOME (LOSS) BEFORE MINORITY
INTEREST (8,238,958) (3,924,772) (472,864)
MINORITY INTEREST 1,606,981 64,432 7,763
------------ ------------- -----------
NET LOSS (6,631,977) (33,860,340) (465,101)
============ ============= ===========
Basic and diluted net loss per share (.52) (.30) $ (.04)
============ ============= ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING 12,800,000 12,920,000 12,920,000
============ ============= ===========
See notes to condensed consolidated financial statements.
6
ESOFTBANK.COM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(Unaudited)
2000 2001 2001
Rmb Rmb US$
-------- -------- -------
Cash Flows from Operating Activities
Net income (loss) (6,631,977) (3,860,340) $(465,101)
----------- ----------- ----------
Adjustments to reconcile net income
(loss) to net cash provided by (used in)
operating activities:
Depreciation 202,470 490,063 59,044
Amortization of product dev costs 232,645 441,960 53,248
Provision for losses on receivables
- Customers 400 -- --
Minority interest (1,606,983) (64,432) (7,763)
(Increase) decrease in
Accounts receivable 117,950 (3,463,160) (417,248)
Deposits and other (1,100,575) 261,147 31,463
Costs and estimated earnings in excess of
billings on uncompleted contracts -- 207,944 25,053
265,068 31,936
Advances to employees (85,602) (411,257) (49,549)
Increase (decrease) in
Accounts payable and accrued exp 852,134 (54,027) (6,509)
Customer deposits 18,678 2,092,989 252,167
Billings in excess of costs and estimated
earnings on uncompleted contracts -- (554,562) (66,815)
----------- ----------- ----------
Total Adjustments (1,368,883) (320,857) (38,657)
----------- ----------- ----------
Net Cash Provided by (Used in) Operating
-Activities (8,000,860) (3,539,483) (426,444)
----------- ----------- ----------
7
Cash Flows from Investing Activities
Capital expenditures (2,067,993) (6,104) (735)
Capitalized expenditures for product
development costs (128,455) (393,121) (47,364)
Net repayments from SiTech Holding
(Hainan) Company Ltd. 1,485,426 -- --
Advances to related parties (4,436,611) -- --
Initial Investment of minority shareholder 240,000 -- --
Investment (2,800,000) -- --
Other (122,274) -- --
----------- ----------- ----------
Net Cash Provided by (Used In) Investing
-Activities (7,829,907) (399,225) (48,099)
----------- ----------- ----------
Cash Flows from Financing Activities
Proceeds from issuance of long term debt 6,000,000 -- --
Net short term borrowings 4,375,341 -- --
Net repayments to director (260,494) -- --
Capital contribution 160,985 -- --
Net borrowings from Sitech Holding 0 281,155 33,874
Net borrowings from directors 0 1,718,020 206,990
Net borrowings from related party 0 200,395 24,144
Net Cash Provided by Financing
-Activities 20,275,832 2,199,570 265,008
------------ ---------- ----------
Net Increase (Decrease) in Cash 4,445,065 (1,739,138) (209,535)
Cash, Beginning of Period 629,351 3,221,718 388,159
------------ ---------- ----------
Cash, End of Period 51,074,416 1,482,580 $178,624
============ ========== ==========
See notes to condensed consolidated financial statements.
8
ESOFTBANK.COM, INC. AND SUBSIDIARIES
NOTES TO Condensed CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2001
NOTE 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
The Company believes that the interim financial statements contain all
adjustments necessary for a fair presentation of the results for such interim
periods. All of these adjustments are normal recurring adjustments. The results
of operations for interim periods do not necessarily predict the operating
results for the full year. The consolidated balance sheet as of December 31,2000
has been derived from audited financial statements but does not include all
disclosures required by generally accepted accounting principles as permitted by
interim reporting requirements. The information included in this report should
be read in conjunction with Management's Discussion and Analysis of Financial
Condition and Results of Operations, the audited financial statements and
related notes included in the Company's 2000 Form 10-KSB.
NOTE 2 - LONG-TERM DEBT
On May 29, 2000 the Company entered into a one-year credit facility with
Shenzhen Commercial Bank for RMB 16 million at 5.3125%. The credit facility is
secured by shares in the Company owned by Dr. Lan, director and shareholder of
the Company.
On Aug. 25, 2001, the one-year credit facility was extended to Aug. 25, 2002 at
5.3125%.
NOTE 3 - FOREIGN CURRENCY CONVERSION
The Company's financial information is presented in U.S. dollars. Reminbi, the
functional currency of the Company has been converted into U.S. dollars at the
exchange rate of 8.3 to 1.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS of Financial Condition and Results
of Operations
Forward-Looking Statements
The following presentation contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements are
based on our current expectations and relate to anticipated future events that
are not historical facts, such as our business strategies and their intended
results. Our actual results could differ materially from those set forth in the
forward-looking statements as a result of (i) changes in general economic
conditions, (ii) changes in the assumptions used in making these statements,
(iii) our lack of a long-term operating history, (iv) competition generally, and
in the technology sector in particular, (v) our ability to attract, hire, train
and retain competent personnel in a variety of functions, (vi) our ability to
raise sufficient capital to fund our expansion, and (vii) our ability to attract
sub-contractors, software engineers, development teams to our website, and setup
a nation-wide collaborative platform for software outsourcing in China.
Overview
ESOFTBANK.COM, Inc., is a Chinese software development and sub-contracting
services provider. We offer a wide range of value-added services including IT
consulting, project outsourcing, quality control and software releasing. Our
focus is on various e-commerce, network management and resource control systems
for business and government enterprises. Our website, HTTP://www.eSoftBank.com,
is a registry for Chinese web page designers and e-commerce developers, as well
as institutions requiring the services of these people, on which we provide a
cost-efficient platform for job exchanges and assignments. It is an interactive
and integrated virtual software community offering technical databank, knowledge
exchange, job-subcontracting, software-testing and support services. Through our
website, we offer independent software engineers a source of business
opportunities and web space, while companies are able to select from a variety
of software engineers and software companies. Our revenues are derived from
commissions on transaction volume on the platform, as well as handling fees and
service charges for software engineering and technical support services. Our
headquarters are in Shenzhen, China.
We changed our company's name from Natural Way Technologies Inc. to
ESOFTBANK.COM, Inc. on March 31, 2000 when we acquired (the "Acquisition") all
of the issued and outstanding shares of World Concept Development Limited
("WCD"). WCD owns the software development and Internet-based software
subcontracting platform operations conducted in China under the name of
ESOFTBANK.COM. In November, 2001, we are changing our name again to BroadenGate
Systems, Inc. to more accurately reflect our core business.
The Acquisition has been accounted for using the purchase method of
accounting as a reverse acquisition, whereby the company issuing its shares to
effect a business combination is determined to be the acquiree in the business
combination. This occurs when the shareholders of the issuer have less than a
majority of voting control of the combined entity. The company whose
shareholders retain the majority voting interest in the combined entity is
presumed the acquirer. In the Acquisition, the then-existing shareholders of
Natural Way retained a 27% voting interest in the combined entity on completion
of the Acquisition. Accordingly, WCD is deemed to be the acquirer and the assets
of Natural Way are required to be fair valued at acquisition. As Natural Way had
no assets (other than obligations due from a shareholder) or operations during
1999 and 2000 (prior to March 31st), no fair value adjustments were required and
there are no changes to the WCD financial statements that would require a pro
forma analysis. Additionally, because WCD is deemed to be the acquirer, the
historical financial statements of Natural Way (now ESOFTBANK.COM Inc.) have
been restated, and now reflect the historical operations of WCD and its
subsidiaries.
10
SiTech Hainan Ltd. (Haikou) is the only company that existed prior to 2000 that
is reflected in our consolidated financial statements. WCD, ESOFTBANK Shenzhen
and Beijing were formed in the fourth quarter of 1999 and only became
operational in the first quarter of 2000. In the first quarter of 2001, WCD and
ESOFTBANK Shenzhen, Beijing, Haikou had operating revenues.
Results of Operations
Three-months ended September 30, 2001 Compared with Three-months ended September
30, 2000
Total revenues decreased by $222,402 to $359,187 for the quarter ended
September 30, 2001 from $581,589 for the quarter ended September 30, 2000,
primarily due to the under utilization of our engineers trained for Japanese
projects and the utilization of certain of our personal in R&D.
Cost of sales decreased $130,219 to $250,120 for the quarter ended September 30,
2001 from $380,339 for the same period in 2000. The decrease is attributable to
the reduction in revenues. Our gross profit margin was 30.3 % in the quarter
ended Sep 30, 2001. This compares with 34.6% for the corresponding period of the
prior year.
Selling and administrative expenses ("SGA") decreased by $149,692 to $250,687
for the quarter ended September 30, 2001, from $400,379 for the same period in
2000. This decrease reflects operational improvements and cost controls such as
imposing stricter controls on advertising expenses. We anticipate that these
controls will continue decreasing SGA expenses in the future as we work to make
our distribution system more efficient. We have also established more strategic
alliances with established companies (such as Huawei, Oracle China, etc.) that
will assist us in distributing our services at lower costs.
We incurred interest expense of $35,136 for the third quarter of 2001 compared
with $24,567 for the third quarter of 2000 due to an increase in our short-term
loan from the Bank.
We have no income tax liability for the third quarter of either 2001 or 2000. We
may incur income tax expenses in the future, even though we have an operating
loss because income taxes in the People's Republic of China are a function of
gross sales and not of net income.
11
The minority interest represents the 20% interest in eSoftBank (Beijing)
Software Systems Co. Ltd. and the 47.6% of SiTech Hainan Ltd. not owned by the
Company.
The net loss decreased by approximately 13% for the third quarter of 2001, to
$163,830 from $188,406 for the same period in 2000. The decreased operating
losses in the third quarter of 2001 over the third quarter of 2000 was due to
reduced SGA expenses which were partially offset by reduced gross profit. We
believe that these trends will continue as our revenues increase and our
expenses decrease. We also expect that our operations from being a software
outsourcing services provider and subcontracting platform will produce
additional revenues and, profitability in near future. However, there is no
assurance that we will ever become profitable.
Nine Months ended September 30, 2001 Compared with Nine Months ended September
30, 2001
Total revenues increased by $59,582 to $1,003,220 for the nine months
ended September 30, 2001 from $943,638 for the corresponding period of the prior
year. This increase resulted because we had no revenues for the first calendar
quarter of 2000.
Cost of sales increased by $154,815 to $730,994 for the nine months
ended September 30, 2001 from $576,179 for the corresponding period of 2000.
This increase is attributable to costs incurred in the continued development of
our platform. Gross margins were 27.1% for the nine months ended September 30,
2001 compared to 38.9% for the same period of 2000.
Selling and administrative expenses ("SGA") decreased by $535,088 to
$780,693 for the nine months ended September 30, 2001 from $1,315,781 for the
corresponding period of the prior year. This decrease is attributable to the
imposition of cost controls, reduced advertising and the formation of strategic
alliances to reduce marketing costs.
Interest expense increased by $73,282 to $97,849 for the nine months
ended September 30, 2001 from $24,567 for the corresponding period of 2000. This
increase reflects increased borrowings.
Other income, net reflects a refund of business taxes previously paid.
We have no income tax liability for the first nine months of calendar
year 2001. In the same period of calendar year 2000, we incurred a tax liability
of $18,632. We may incur income tax in future periods, even if we have a net
operating loss, because income taxes in the People's Republic of China are a
function of gross sales and not necessarily of net income.
The minority interest represents the 20% interest in eSoftBank (Beijing)
Software Systems Co. Ltd. and the 47.6% of SiTech Hainan Ltd. not owned by the
Company.
Our net loss decreased by $333,932 to $465,101 for the nine months
ended September 30, 2001 from $799,033 for the corresponding period of 2000.
This decrease reflects the reduction in SGA which was partially offset by
reduced gross profit and increased interest.
12
Outlook
General
We believe that we are well positioned for growth in the developing
information technology ("IT") industry in China and internationally. With China
joining the WTO and the Beijing's 2008 Olympics, demand should increase IT in
China during the next several years.
Since its inception in 1996, the company has built a strong position in the
Chinese domestic IT industry. eSoftBank is leveraging its domestic expertise to
enter the global outsourcing market, and to cooperate with leading multinational
software vendors in the Chinese market. Building on the synergy between the
Chinese and global markets, eSoftBank hopes to continue to increase its market
share at home and win high-margin contracts abroad.
Over the past year the company has already taken the first steps in realizing
this strategy by forming close partnerships with some of the top players in
China, including IBM, Oracle, and Huawei Technology, China's largest
manufacturer of telecommunications equipment. With Oracle, we will soon be
implementing several sections of a large accounting system for China Mobile Hong
Kong, the largest mobile telecommunications service provider in the world.
The next step is to build our position in the United States IT outsourcing
market. In the near-term, business growth will come from utilizing our strategic
partnerships with companies such as ACenturyOne, a high-profile startup
specializing in outsourcing projects from Fortune 250 companies to Chinese
software developers. Looking to the longer term, however, it is critical to
capitalize on our momentum and establish a physical presence in the US.
Recent Developments
We believe that the recent developments described below will have a positive
impact on our future results of operations. However, there is no assurance that
these benefits will be realized or that, if realized, these benefits will reach
the levels we anticipated.
1. We have completed our acquisition of a 70% stake in Dalian Tongzhou
Computer Software Co., Ltd. (Tongzhou), a mid-size software company in
Northeastern China focusing on project management software and system
integration. Its showcase product is the "TZ-Project management system"
series and is now in the process of bidding on Beijing 2008 Olympics
projects. To date, Tongzhou has more than 1,000 installations
throughout China, and has served clients in the architectural,
chemical, metallurgical, transportation, manufacturing and energy
industries. Tongzhou was established by Dalian Technical University,
which holds the remaining 30% stake of the Company. Tongzhou has sign
two contracts to provide software development and system maintenance
services for Japanese companies recently. The estimated revenue over
the next 12 months is 3 million RMB.
13
2. We won the biding for Electric Funding provided by China Information Industry
Department, and should be granted 4 million RMB in funding from government in
next 3 months.
3. We reached a strategic agreement with ACenturyOne, to obtain stable software
outsourcing projects from US.
Liquidity and Capital Resources
At the end of the third quarter of 2001, we had cash of $178,624 and a deficit
in working capital of $2,343,766. This compares cash of $388,159 for Dec.31,
2000 and a deficit in working capital of $1,967,031 as of September 30, 2000.
Cash used in operating activities decreased by $537,514 to $426,444 for the
nine-month period ended September 30, 2001, from $963,958 in the same period in
2000. This change is attributable to a reduced net operating loss which was
partially offset by changes in working capital.
Net cash used in investing activities decreased to $5,795 for the nine-month
period ended September 30, 2001 from $943,362 for the corresponding period of
2000. This decrease resulted from reduced capital expenditures, loan repayments,
advances and investments.
Net cash provided by financing activities decreased to $209,535 for the
nine-month period ended September 30, 2001 compared to $535,555 for the
corresponding period of 2000. This reduction resulted from reduced borrowings
during the current year.
Our business is now generating more revenues from our project management
centers. Management is also seeking to raise additional capital from investors
both in China and other countries, and believes that this funding will enable us
to develop our business and meet some of our operating cash needs.
However, based on the current level of expenditures, without such funding, we
will be unable to fully implement our business plan.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities and Use of Proceeds.
None
14
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
Exhibits
None
Reports on Form 8-K
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
eSoftBank.com, Inc.
Dated: Nov. 13, 2001 By: /s/ Dr. Hongbing Lan
----------------------------------
Dr. Hongbing Lan
Chief Executive Officer
Dated: Nov.13, 2001 By: /s/ Hongyu Lan
----------------------------------
Hongyu Lan
Principal Accounting Officer