We are currently not involved in any litigation that we believe could have a
materially adverse effect on our financial condition or results of operations.
There is no action, suit, proceeding, inquiry or investigation before or by any
court, public board, government agency, self-regulatory organization or body
pending or, to the knowledge of the executive officers of our company or any of
our subsidiaries, threatened against or affecting our company, our common stock,
any of our subsidiaries or of our company's or our company's subsidiaries'
officers or directors in their capacities as such, in which an adverse decision
could have a material adverse effect.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the period covered by this report, we have sold securities pursuant to
the following transactions, all of which were exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act").
We plan to use the proceeds of all such issuances for working capital and
general corporate purposes.
In July 2005, we issued 1,000,000 Class A shares of our common stock to Andrea
Cortellazi and Proactive Computer Services Inc as consideration of services
related to obtaining the financial guarantees recently provided to us.
In August 2005 we issued 1,200,000 shares of our common stock to Lucky Ventures
Resources Limited in consideration of financial consulting services provided to
us by that firm. Those securities were issued in reliance upon the exemption
from registration provided in Section 4(2) of the Securities Act.
In September 2005, we issued 3,300,000 shares of our common stock to Wang
Guoliang, Shui Hong Enterprises Limited and Wu Zhi Quan in consideration of the
consulting services rendered to us by those parties. Those securities were
issued in reliance upon the exemption from registration provided in Section 4(2)
of the Securities Act.
During the third quarter of 2005, we issued 2,056,004 shares of our common
stock, pursuant to Regulation S promulgated under the Securities Act, to several
parties for a gross consideration of $344,128 and net proceeds of $123,854 after
payment of escrow, finders' and other fees.
ITEM 3 - DEFAULTS UPON SENIOR SECURITES
There have been no material defaults.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters have been submitted to a vote of security holders during the period
covered by this report.
ITEM 5 - OTHER INFORMATION
None.
22
ITEM 6 - EXHIBITS
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act.
31.2 Certification of Principal Financial and Accounting Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act.
32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act.
32.2 Certification of Principal Financial and Accounting Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act.
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, New York, on
November 14, 2005.
Dated: November 14, 2005
HQ SUSTAINABLE MARITIME INDUSTRIES, INC.
By: /s/ Norbert Sporns
-------------------------------------
Name: Norbert Sporns
Title: Chief Executive Officer and President
24
Exhibit 31.1
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule
15d-14 under the Securities Exchange Act of 1934
I, Norbert Sporns, Chief Executive Officer of the Company, certify, that:
1. I have reviewed this quarterly report on Form 10-QSB of HQ
Sustainable Maritime Industries, Inc.;
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)) 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 Issuer, 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 Issuer'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 evaluation; and
(d) Disclosed in this report any change in the Issuer's internal
control over financial reporting that occurred during the Registrant's fiscal
quarter ending September 30, 2005 that has materially affected, or is reasonably
likely to materially affect, the Issuer's internal control over financial
reporting.
5. The Registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the Registrant's auditor and the audit committee of the
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.
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule
15d-14 under the Securities Exchange Act of 1934
I, Jean-Pierre Dallaire, the Company's Principal Financial and Accounting
Officer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of HQ
Sustainable Maritime Industries, Inc.;
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)) 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 Issuer, 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 Issuer'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 evaluation; and
(d) Disclosed in this report any change in the Issuer's internal
control over financial reporting that occurred during the Registrant's fiscal
quarter ending September 30, 2005 that has materially affected, or is reasonably
likely to materially affect, the Issuer's internal control over financial
reporting.
5. The Registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the Registrant's auditor and the audit committee of the
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.
Dated: November 14, 2005
/s/ Jean-Pierre Dallaire
------------------------
Jean-Pierre Dallaire
Principal Financial and Accounting Officer
Exhibit 32.1
Certification pursuant to 18 U.S.C. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002
In connection with the Quarterly Report of HQ Sustainable Maritime Industries,
Inc. (the "Company") on Form 10-QSB for the period ended September 30, 2005, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Norbert Sporns, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002
In connection with the Quarterly Report of HQ Sustainable Maritime Industries,
Inc. (the "Company") on Form 10-QSB for the period ended September 30, 2005, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Jean-Pierre Dallaire, Principal Financial and Accounting Officer
of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
Dated: November 14, 2005
/s/ Jean-Pierre Dallaire
------------------------
Jean-Pierre Dallaire,
Principal Financial and Accounting Officer
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