So the additional 62,837,784 shares had to be issued at lower than $.005, probably $.004 or so, that would have raised $250,000 or so.

"The sp directly reflects the attacks on this company"

Maybe the share price reflects the reality of the situation, IF there was $1,000,000,000 of assets in the company with only a couple of million of debt to offset it, it would be suicide to short it at $.005.

If you had 12,000,000 shares of the co, you would probably have had some better info on what was in the co than we have and would not have been selling yesterday.

If you had offshore shares that you bought from co at $.001 for it to raise some cash, then you would have made money selling yesterday.

BS meter still off the chart

If his statements are accurate, would we be at $.005 on the price.

?? FUD in inexcusable. ??

What is FUD???

Here are some definations

Fud
From Wikipedia, the free encyclopedia
• Learn more about using Wikipedia for research •Jump to: navigation, search
Look up fud in Wiktionary, the free dictionary.Fud may refer to:

FUD, Fear, uncertainty and doubt, a marketing or political strategy
FUD, Female urination device
FUD, Scottish colloquism for female genitalia
FUD (food), a Mexican brand of cold cuts and hot dogs

PR's that nearly a $billion has been moved into the co!

A pile of dirt that he said cost $2,000,000 was susposed to have been moved in the co.

Don't know where the $2,000,000 came from either.

That gives us 63,162,000 shares under $.01 out of 92,000,000 total common shares

I show at 15:06:40 $.0053 2,780,100 shares as final print

$ .0053 Down .0002 on 16,470,000 shares 18% of the commmon shares??

Like I mentioned before, this is not passing the smell test.

IMO

The CO used the $1,000,000,000 number in the PR.

I guess the market does not believe the number

This is what smells funny here:

if the co is required to report if over $10MM in assets and has 500+ shareholders, we must have less than 500 shareholders because according to co May 8th PR we have nearly $1 Billion in assets !!


"Perihelion Global went public via a reverse merger on the Pinksheets in the 3rd Quarter of 2006, and since that time has moved nearly $1B USD in assets into the corporation . It has become clear to management that in the best interest of Perihelion shareholders, the company should expeditiously move to increase its visibility, liquidity, and corporate transparency by consummating a transaction to have its common shares listed on the NASDAQ OTC:BB. At the close of business on Monday, May 7, Perihelion's market capitalization was a fraction of the corporation's asset value and clearly not representative of the corporation's revenue potential.



http://biz.yahoo.com/iw/070508/0249659.html

So with $1 Billion in assets and $2,600,000 in liabilities ($2MM note on "gold mine" and $600,000 on radio station), we have $997,400,000 of equity. divided by our OS shares each share has a book value of $3.00 per share (assuming all preferreds convert to common)!! and yet we are now at $00.005 on 12,000,000 shares today !

Beep, Beep, Beep, my BS meter is on overload.

Star, what is the source of this PR? or is it a proposed one?

Thanks

JJ

IF there is all this great news, who is selling all the shares today?

If the MM's are just shuffeling the shares back and forth at at $.0055 there is no point.

If somebody has 10MM shares to sell (or 11% of total common OS) they should know about the news etc, why would they not let price float up to $.01 to sell unless they had a gun to their head and had to push the sell button.

This doesn't smell right.

AL, I don't see the story online in the newspaper, can you do a link or tell how you did the search?

http://www.andalusiastarnews.com/archives/

I looked at all stories from 10/18/07 to Today and did not see a headines that looked like anything about the plant.

Thanks

Cosway Finanicals June 30, 2007

10QSB 1 cosway10q.htm FORM 10-QSB UNITED STATES

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 June 30, 2007




|_|

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934




For the transition period from to




COSWAY INDUSTRIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)





Delaware
52538
To be applied

(State or other jurisdiction of incorporation)
(Commission file number)
(IRS Employer Identification Number)





c/o William Tay, President

305 Madison Avenue, Suite 1166

New York, NY 10165

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)




Not applicable.

(Former name, address and fiscal year, if changed since last report)




Issuer's telephone number, Including Area Code: (917) 591-2648




Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_|




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) YES |X| NO |_|




State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of July 18, 2007, there were 31,340,000 shares of common stock, $.0001 par value per share, outstanding.




Transitional Small Business Disclosure Format (check one): Yes |_| No |X|









--------------------------------------------------------------------------------

TABLE OF CONTENTS




PART I - Financial Information


Item 1. Financial Statements


Unaudited Balance Sheet as of June 30, 2007
3

Unaudited Statements of Operations –

Three Months Ended June 30, 2007 and January 9, 2007 (inception) to June 30, 2007
4

Unaudited Statements of Cash Flows –

Three Months Ended June 30, 2007 and January 9, 2007 (inception) to June 30, 2007
5

Notes to Unaudited Financial Statements
6

Item 2. Management’s Discussion and Analysis of Financial Condition and

Results of Operations
8

Item 3. Controls and Procedures
9




PART II - Other Information


Item 1. Legal Proceedings
10

Item 2. Changes in Securities
10

Item 3. Defaults upon Senior Securities
10

Item 4. Submission of Matters to a Vote of Security Holders
10

Item 5. Other Information
10

Item 6. Exhibits
10












2








--------------------------------------------------------------------------------

PART I - Financial Information




Item 1. Financial Statements




The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("Commission"). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, contained in the registration statement filed with the Commission on Form 10-SB.












COSWAY INDUSTRIES, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

(UNAUDITED)








As of

June 30, 2007

ASSETS


Current Assets


Cash and cash equivalents
$ -

Total Current Assets
$ -




Total Assets
$ -




LIABILITIES AND STOCKHOLDERS’ EQUITY


Current Liabilities
$ -

Total Liabilities
$ -




Stockholders’ Equity (Deficit)


Preferred stock - $.0001 par value; 20,000,000 shares authorized;

0 shares issued and outstanding


Common stock - $.0001 par value; 250,000,000 shares authorized;

31,340,000 shares issued and outstanding



3,134

Deficit accumulated during development stage
(3,134)

Total Stockholders’ Equity (Deficit)
$ -

Total Liabilities and Stockholders’ Equity
$ -










The accompanying notes are an integral part of these financial statements.





3








--------------------------------------------------------------------------------

COSWAY INDUSTRIES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(UNAUDITED)









For the Three Months Ended June 30, 2007
January 9, 2007

(inception) to

June 30, 2007

Revenues



Revenues
$ -
$ -

Total Revenues
$ -
$ -





Operating Costs and Expenses



Organization and related expenses
-
3,134

Total Operating Costs and Expenses
$ -
$ 3,134





Net Income (Loss)
$ -
$ (3,134)





Basic and diluted loss per common share
$ -
$ (0.00)

Basic and diluted weighted average



Common shares outstanding
31,340,000
31,340,000














The accompanying notes are an integral part of these financial statements.





4








--------------------------------------------------------------------------------

COSWAY INDUSTRIES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(UNAUDITED)









For the Three

Months Ended

June 30, 2007
January 9, 2007

(inception) to

June 30, 2007

Cash Flows from Operating Activities



Net income (loss)
-
(3,134)

Changes in working capital
-
3,134

Net Cash Provided (Used) by Operating Activities
$ -
$ -





Cash Flows from Investing Activities
-
-

Net Cash Used in Investing Activities
$ -
$ -





Cash Flows from Financing Activities
-
-

Net Cash Provided by Financing Activities
$ -
$ -





Net Change in Cash and Cash Equivalents

-





Cash and Cash Equivalents at Beginning of Period
$ -
$ -





Cash and Cash Equivalents at End of Period
$ -
$ -





Noncash Financing and Investment Activities



Common stock issued to founder for services rendered
-
3,134





Supplemental Cash Flow Information



Interest paid
$ -
$ -

Income taxes paid
$ -
$ -











The accompanying notes are an integral part of these financial statements.














5








--------------------------------------------------------------------------------

COSWAY INDUSTRIES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2007










NOTE 1 - DESCRIPTION OF BUSINESS




Basis of Presentation




Cosway Industries, Inc. (the "Company") was incorporated under the laws of the State of Delaware on January 9, 2007. The Company has been inactive since inception and intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.




The Company has not earned any revenue from operations. Accordingly, the Company's activities have been accounted for as those of a “Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). The Company's financial statements are identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.







NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Accounting Method




The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.




Use of Estimates




The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.




Cash Equivalents




The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.




Income Taxes




Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the





6








--------------------------------------------------------------------------------

opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. There were no current or deferred income tax expenses or benefits due to the Company not having any material operations for period ended June 30, 2007.




Earnings per Share




The Company adopted the provisions of SFAS No. 128, "Earnings Per Share" ("EPS"). SFAS No. 128 provides for the calculation of basic and diluted earnings per share. Basic EPS includes no dilution and is computed by dividing income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings or losses of the entity. Such amounts include shares potentially issuable pursuant to shares to be issued, convertible debentures and outstanding options and warrants.




Impact of New Accounting Standards




The Company does not expect the adoption of recently issued accounting pronouncements to have a material impact on the Company's results of operations, financial position, or cash flow.







NOTE 3 - GOING CONCERN




The Company's financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company currently has no source of revenue to cover its costs. The Company will limit all operational activities to searching and consummating a business combination. The Company will offer non-cash consideration and seek equity lines as the sole method of financing for the near term. If the Company is unable to secure financing until a business combination is consummated, it may substantially limit or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.







NOTE 4 - SHAREHOLDER'S EQUITY




On January 9, 2007, the Board of Directors issued 31,340,000 shares of common stock for $3,134 in services to the founding shareholder of the Company to fund organizational start-up costs.




The Company has the following classes of capital stock as of June 30, 2007:




Common stock – 250,000,000 shares authorized; $0.0001 par value; 31,340,000 shares issued and outstanding.




Preferred stock – 20,000,000 shares authorized; $0.0001 par value; no shares issued and outstanding.








7








--------------------------------------------------------------------------------






















Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations




The following discussion and analysis should be read in conjunction with our financial statements and notes to the financial statements included elsewhere in this report as well as the Form 10-SB registration statement. This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend that the forward-looking statements be subject to the safe harbors created by those sections.




COMPANY OVERVIEW




Cosway Industries, Inc. (the "Company") was organized on January 9, 2007, as a blank check or shell company under the Laws of the State of Delaware. The Company does not currently engage in any business activities that provide cash flow. From inception, the primary activity of the Company has been directed towards organizational efforts, compliance matters and locating potential merger or acquisition candidates. The Company’s primary purpose is to engage in a merger with or acquisition of one or more private domestic or foreign companies.




BUSINESS COMBINATION




The Company’s main objective is to achieve long-term growth potential through a combination with a business. The Company will not restrict the potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. At present, the Company has no business opportunities under contemplation for acquisitions. No assurances can be given that the Company will be successful in locating or negotiating with any target business.




The Company may consider a business which has recently commenced operations, is a developing company in need of working capital, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, a company which does not need substantial financing, but which desires to establish a public trading market for its shares.




Any selected target business may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, the Company will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, the Company may effect a business combination with an entity in an industry characterized by a high level of risk, and, although management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that management will properly ascertain or assess all significant risks.




The business combination will most likely take the form of a non-cash merger, stock swap or stock-for-assets exchange. It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. As may dictate by the transaction, the surviving Company may register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter.





8








--------------------------------------------------------------------------------




RESULTS OF OPERATION




The Company was incorporated on January 9, 2007. Therefore, no comparisons will be made with the results of operation for the period ended June 30, 2007.




Net Revenue




The net revenues for the three months ended June 30, 2007 was $0.




Operating Expenses




The operating expenses for the three months ended June 30, 2007 was $0.




Net Income




As a result of the above, the net income for the three months ended June 30, 2007 was $0. The basic and diluted income per share was $0 during the three months ended June 30, 2007.




Liquidity and Capital Resources




As of June 30, 2007, the Company has $0 in cash and assets and $0 in current liabilities.




Cash Flows from Operating Activities




The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations will be financed by the Company’s stockholders, management or other investors.







Item 3. Controls and Procedures




An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer, of the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2007. Based on that evaluation, the CEO had concluded that the Company’s disclosure controls and procedures are effective to provide reasonable assurance that: (i) information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Company’s management, including the CEO, as appropriate to allow timely decisions regarding required disclosure by the Company; and (ii) information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.




During the quarter ended June 30, 2007, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.































9








--------------------------------------------------------------------------------

PART II - OTHER INFORMATION




Item 1. Legal Proceedings




There are not presently any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.




Item 2. Changes in Securities




Not applicable




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.




None




Item 6. Exhibits







Exhibit Number, Name and/or Identification of Exhibit




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 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





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.




Cosway Industries, Inc.

(Registrant)




Date: July 18, 2007










By: /s/ William Tay

Name: William Tay

Title: Chief Executive Officer, Principal

Financial Officer and Director





10

8-K 1 cosway8kjohnbeebe.htm FORM 8-K










SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________





FORM 8-K

___________



CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934



DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 12, 2007




Cosway Industries, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)






Delaware
000-52538


(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
(COMMISSION FILE NO.)
(IRS EMPLOYEE IDENTIFICATION NO.)




PO BOX 488

Mary Esther, Florida 32569

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)




850-267-2445

(ISSUER TELEPHONE NUMBER)







(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT







FORWARD LOOKING STATEMENTS




This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.



Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.
















ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.



On October 12, 2007 (the "Closing Date"), pursuant to the terms of a Share Purchase Agreement, John H. Beebe purchased a total of 31,026,600 shares of the issued and outstanding common stock of Cosway Industries, Inc. (the "Company") from William Tay, the sole officer, director and shareholder of the Company, for an aggregate of $45,000 in cash. The total of 31,026,600 shares represented 99% of the shares of outstanding common stock of the Company at the time of transfer. Mr. Beebe used private funds to purchase the shares of the Company. As part of the acquisition, and pursuant to the Share Purchase Agreement, the following changes to the Company's directors and officers have occurred:



o
As of October 12, 2007 John H. Beebe was appointed Chairman of the Board of Directors, President of the Company.




o
William Tay then resigned as a member of the Company's Board of Directors and as the Company's President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board and Secretary, effective October 12, 2007.




In connection with the change in control, we changed our executive offices to PO BOX 488, Mary Esther, Florida 32569.




ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.



William Tay resigned as a member of the Company's Board of Directors effective as of October 12, 2007. William Tay also resigned as the Company's President, Chief Executive Officer, and Chairman of the Board, effective October 12, 2007. The resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.



John H. Beebe was appointed as the Company’s Chairman of the Board and President effective October 12, 2007.



Mr. John H. Beebe, Chairman & President



John H. Beebe, will serve as sole Director, President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company. A recognized business pioneer and visionary, as well as a nationally featured speaker and lecturer in the electronic payments industry, Beebe co-founded Global eTelecom, serving as Chairman & Chief Executive Officer and was directly responsible for its subsequent meteoric rise to success. Beebe negotiated the sale of Global eTelecom to Verus FM, owned by Sage PLC (Peachtree Software). Beebe served as Vice Chairman of NACHA’s (National Automated Clearing House Association) Point of Sale Rules Group, which helped develop and create the rules and operational procedures for all electronic check transactions at the point of sale in the United States and its territories. Beebe also served as co-Chairman of NACHA’s Rules and Committee #52, which was tasked with incorporating all third party payment processors under the NACHA operating rules and regulations.




A successful entrepreneur, Beebe owns FCC licenses for broadcast facilities in the United States and also technology patents in the United States and Canada. A free-market advocate who puts his beliefs into action, Beebe has taken his business vision and translated it into success in multiple ventures. A Certified Professional Consultant – CPC, Beebe has advised and consulted with numerous corporations in North America on long term strategic planning, operational enhancement and new technology development and integration, including Fortune 500 companies, Top 100 Banks and Financial Institutions.




ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.




(a)
Financial statements of business acquired:


None

(b)
Pro Forma Financial Information


None

(c)
Exhibits.

10.1
Stock Purchase Agreement signed August 16, 2007 between William Tay and John H. Beebe.

























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 hereunto duly authorized.



Cosway Industries, Inc.



By:
/s/ John H. Beebe


John H. Beebe

Chairman and President






Dated: 10-12-2007


















EXHIBIT 10.1




SHARE PURCHASE AGREEMENT




This Agreement made as of the 16th day of August, 2007 (“Agreement”), by and between William Tay, with an address at 305 Madison Avenue, Suite 1166, New York, NY 10165 ("Seller"), and John H. Beebe, with an address at 166 Acacia Street, Santa Rosa Beach, FL 32459 ("Purchaser").




W I T N E S S E T H:




WHEREAS, Seller is the record owner and holder of 31,340,000 Common Shares, par value $.0001 par value (the “Shares”), of COSWAY INDUSTRIES, INC., a Delaware corporation ("Corporation”), which Corporation has 31,340,000 shares of common stock, issued and outstanding as of the date of this Agreement, as more fully described in the attached Exhibit A.




WHEREAS, Purchaser desires to purchase 31,026,600 of the Shares from Seller, which constitutes 99% of the Corporation’s issued and outstanding shares as of the date of this Agreement and Seller desires to sell such Shares upon the terms and conditions hereinafter set forth;




NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and sale of the Corporation’s Shares, it is hereby agreed, as follows:




1.

PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing and the Seller agrees to sell to Purchaser at the Closing, 31,026,600 of Seller’s Shares for a total price of Forty-Five Thousand and 00/100 dollars ($45,000.00) (the “Purchase Price”).




2.

GOOD FAITH DEPOSIT. At the signing of this Agreement, Purchaser agrees to wire transfer to an account to be designated by Seller, the sum of Four Thousand Five Hundred and 00/100 dollars ($4,500.00) as an initial deposit to Seller. At the Closing, as defined below, Purchaser will pay the balance of the Purchase Price, Forty Thousand Five Hundred and 00/100 dollars ($40,500.00) to Seller by wire transfer.




3.

CLOSING. The purchase and sale of the Shares shall take place on or before October 16, 2007; at such time and place as the Purchaser and Seller mutually agree upon orally or in writing (which time and place are designated as the “Closing”). At Closing, Purchaser shall deliver to Seller, in cash, by wire transfer to an account to be designated by Seller, the balance of the Purchase Price in the amount of Forty Thousand Five Hundred and 00/100 dollars ($40,500.00), and Seller will immediately deliver the following to Purchaser: (A) the certificates representing the Shares transferred hereunder, duly endorsed for transfer to the Purchaser or accompanied by appropriate stock powers, (B) the original of the Certificate of Incorporation and bylaws, (C) all corporate books and records (including all accounting records and SEC filings to date); and (D) written resignations of incumbent directors and officers of the Corporation.




4.

REPRESENTATIONS AND WARRANTIES OF SELLER. Seller, as sole director and officer of Corporation, hereby represents and warrants to Purchaser that:




(i)

Corporation is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to carry on the business it is now being conducted. Corporation and/or Seller do not require any consent and/or authorization, declaration or filing with any government or regulatory authority to undertake nay actions herein;

(ii)

Corporation has filed with the United States Securities and Exchange Commission (‘SEC”) a registration statement on Form 10-SB effective pursuant to the Securities Exchange Act of 1934 and is a reporting company pursuant to Section 12(g) thereunder.

(iii)

Corporation has timely filed and is current on all reports required to be filed by it pursuant to Sections 13 and 15 of the Securities Exchange Act of 1934.

(iv)

Corporation is newly formed with no financial information available other than the financial information included in its SEC filings;

(v)

There are no legal actions, suits, arbitrations, or other administrative, legal or governmental proceedings threatened or pending against the Corporation and/or Seller or against the Seller or other employee, officer, director or stockholder of Corporation. Additionally, Seller is not aware of any facts which may/might result in or form a basis of such action, suit, arbitration or other proceeding on any basis whatsoever;

(vi)

The Corporation has no subsidiaries or any direct or indirect ownership interest in any other corporation, partnership, association, firm or business in any manner;

(vii)

The Corporation and/or Seller does not have in effect nor has any present intention to put into effect any employment agreements, deferred compensation, pension retirement agreements or arrangements, options arrangements, bonus, stock purchase agreements, incentive or profit–sharing plans;

(viii)

No person or firm has, or will have, any right, interest or valid claim against the Corporation for any commission, fee or other compensation in connection with the sale of the Shares herein as a finder or broker or in any similar capacity as a result of any act or omission by the Corporation and/or Seller or anyone acting on behalf of the Corporation and/or Seller;

(ix)

The business and operation of the Corporation has and will be conducted in accordance with all applicable laws, rules, regulations, judgments. Neither the execution, delivery or performance of this Agreement (A) violates the Corporation’s by-laws, Certificate of Incorporation, Shareholder Agreements or any existing resolutions; and, (B) will cause the Corporation to lose any benefit or any right or privilege it enjoys under the Securities Act (“Act”) or other applicable state securities laws;

(x)

Corporation has not conducted any business and/or entered into any agreements with third-parties;

(xi)

This Agreement has been duly executed and delivered by constitutes a valid and binding instrument, enforceable in accordance with its terms and does not conflict with or result in a breach of or in violation of the terms, conditions or provisions of any agreement, mortgage, lease or other instrument or indenture to which Corporation and/or Seller a party or by which they are bound;

(xii)

Seller is the legal and beneficial owner of the Shares and has good and marketable title thereto, free and clear of any liens, claims, rights and encumbrances;

(xiii)

Seller warrants that the Corporation being transferred shall be transferred with no liabilities and little or no assets, and shall defend and hold Purchaser and the Corporation harmless against any action by any third party against either of them arising out of, or as a consequence of, any act or omission of Seller or the Corporation prior to, or during the closing contemplated by this contract of sale; and,

(xiv)

The information contained on Exhibit A is true and correct.




5.

REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby represents and warrants to Seller that:




(i)

Purchaser has the power and authority to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding instrument, enforceable in accordance with its terms;

(ii)

The execution, delivery and performance of this Agreement is in compliance with and does not conflict with or result in a breach of or in violation of the terms, conditions or provisions of any agreement, mortgage, lease or other instrument or indenture to which Purchaser is a party or by which Purchaser is bound;

(iii)

At no time was Purchaser presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general solicitation or advertising; and,

(iv)

Purchaser is purchasing the Shares solely for his own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution of any portion thereof in violation of any applicable securities law.

(v)

The Purchaser is an "accredited investor" as defined under Rule 501 under the Securities Act.

(vi)

Purchaser hereby agrees that such shares are restricted pursuant to Rule 144 and therefore subject to Rule 144 resale requirements.




6.

NOTICES. Notice shall be given by certified mail, return receipt requested, the date of notice being deemed the date of postmarking. Notice, unless either party has notified the other of an alternative address as provided hereunder, shall be sent to the address as set forth herein:




Seller:

William Tay, President

Cosway Industries, Inc.

305 Madison Avenue, Suite 1166

New York, NY 10165

FAX: (917) 591-2648




Purchaser:

John H. Beebe

166 Acacia Street

Santa Rosa Beach, FL 32459




7.

GOVERNING LAW. This Agreement shall be interpreted and governed in accordance with the laws of the State of Delaware. The parties herein waive trial by jury. In the event that litigation results or arise out of this Agreement or the performance thereof, the parties agree that the prevailing party is entitled to reimbursement for the non-prevailing party of reasonable attorney’s fee, costs, expenses, in addition to any other relief to which the prevailing party may be entitled.




8.

CONDITIONS TO CLOSING. The Closing is conditioned upon the fulfillment by the Seller of the satisfaction of the representations and warranties made herein being true and correct in all material respects as of the date of Closing.




9.

SEVERABILITY. In the event that any term, covenant, condition, or other provision contained herein is held to be invalid, void or otherwise unenforceable by any court of competent jurisdiction, the invalidity of any such term, covenant, condition, provision or Agreement shall in no way affect any other term, covenant, condition or provision or Agreement contained herein, which shall remain in full force and effect.




10.

ENTIRE AGREEMENT. This Agreement contains all of the terms agreed upon by the parties with respect to the subject matter hereof. This Agreement has been entered into after full investigation.




11.

INVALIDITY. If any paragraph of this Agreement shall be held or declared to be void, invalid or illegal, for any reason, by any court of competent jurisdiction, such provision shall be ineffective but shall not in any way invalidate or effect any other clause, Paragraph, section or part of this Agreement.




12.

GENDER AND NUMBER; SECTION HEADINGS. Words importing a particular gender mean and include the other gender and words importing a singular number mean and include the plural number and vice versa, unless the context clearly indicated to the contrary. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.




13.

AMENDMENTS. No amendments or additions to this Agreement shall be binding unless in writing, signed by both parties, except as herein otherwise provided.




14.

ASSIGNMENT. Neither party may assign this Agreement without the express written consent of the other party. Any agreed assignment by the Seller shall be effectuated by all the necessary corporate authorizations and governmental and/or regulatory filings.




15.

CLOSING DOCUMENTS. Seller and Purchaser agree, at any time, to execute, and acknowledge where appropriate, and to deliver any and all documents/instruments, and take such further action, which may necessary to carry out the terms, conditions, purpose and intentions of this Agreement. This paragraph shall survive the Closing.




16.

EXCLUSIVE AGREEMENT; AMENDMENT. This Agreement supersedes all prior agreements or understandings among the parties with respect to its subject matter with respect thereto and cannot be changed or terminated orally.




17.

FACSIMILE SIGNATURES. Execution of this Agreement and delivery of signed copies thereof by facsimile signatures from the parties hereto or their agents is acceptable to the parties who waive any objections or defenses based upon lack of an original signature.




18.

PUBLICITY. Except as otherwise required by law, none of the parties hereto shall issue any press release or make any other public statement, in each case relating to, connected with or arising out of this Agreement or the matters contained herein, without obtaining the prior approval of the other to the contents and the manner of presentation and publication thereof.




IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have signed this Agreement by their duly authorized officers the day and year first above written.







/s/ John H. Beebe

_________________________________

By: John H. Beebe

PURCHASER










/s/ William Tay

_________________________________

William Tay

SELLER






















COSWAY INDUSTRIES, INC.

A Delaware Corporation




Cosway Industries, Inc., a Delaware corporation (“Company”), is a fully reporting company and its Common Stock is registered under the Securities Exchange Act of 1934, as amended.




The Company’s management believes that there are certain benefits of being a reporting public company, and that certain private company (domestic or foreign) may seek to gain these advantages through a reverse merger with the Company because its shares may thereby be quoted on the United States secondary markets such as the NYSE, NASDAQ, Amex, and the NASD OTC Bulletin Board (OTC-BB).




CORPORATE INFORMATION

Legal Name of Public Shell:
Cosway Industries, Inc.

SEC FILE / CIK Numbers:
000-52538 / 0001386925

SEC Reporting Status:
Public reporting, current in all SEC filings to date.

SEC Form 10-SB Effective Date
May 30, 2007

State of Incorporation and Date of Formation:
State of Delaware on January 9, 2007

Net Equity:
-0-

Underwriter:
Self

Date of fiscal year-end:
12/31

Total and pending liabilities:
None





STOCK INFORMATION

Classes of Stock
Preferred Stock, at $0.0001 par value

Common stock, at $0.0001 par value

Authorized Capital Stock:
Capitalization: 250,000,000 Common Shares

20,000,000 Preferred Shares

Issued and Outstanding Shares:
31,340,000 Common Shares

-0- Preferred Shares, none designated

Warrants and Options Outstanding:
None

OTC-BB Trading Symbol:
Form 211 (15c2-11) to be filed with NASD Regulations, Inc. (NASDAQ) through a sponsoring market maker upon consummation of business combination.

Market Makers:
To be appointed upon consummation of business combination.

Transfer Agent and Registrar:
It is anticipated that Holladay Stock Transfer, Inc. of Scottsdale, AZ will act as transfer agent for the Company's common stock. However, the Company may appoint a different transfer agent or act as its own until a merger candidate can be identified.

Kids can do a video on youtube even from the phone camera or any digital camera with a video mode.

It would be great to see a little of what OPP looks like too,

Thanks

AL, can you post pictures someplace for us?

So is PHGI a SELL only, or a NO BUY / NO SELL

Scotttrade looked like I could place an order to buy

With all the steel in the frame, it would have that long term staying up problem.

Look at the web site, while not concrete and steel bomb shelter, it will serve the purpose of keeping the equipment out of the elements. That is all you need.

It may be a glorified tent, But for this application what more do you need? Keep the equipment from bring blown away in a sub Cat 4 hurricane and keep too much dirt from getting in the mix when moving the peanuts into the cooker.

Look at some pictures of a plant.

Here is a link to the biodiesel process chart, nothing needing a fance building here.

http://www.biodieselcommunity.org/howitsmade/

On that SEC web site it points out the follwoing about when a CO must file financials with SEC:

company must file reports with the SEC if:

it has 500 or more investors and $10 million or more in assets; or

it lists its securities on the following stock markets:

(all US exchanges)

its securities are quoted on the OTCBB.

So when we get the Big plant going, they will have more than $10MM in assets and they will need to file. Seems like we may get some info in the not too distant future

Why don't you answer your own question and look at the web site for the ventalation options on the buildings.

You may also want to reconsider your choice of adjectives to describe the posters on the board. Does it add anything constructive to the discussion?

It seems more substanital then it sounded, looking at the pictures on the CO website. Since it is modular, pour the pad, bolt the steel frame together and throw on the wrap it is done. A couple of weeks and you have a building, not months.

Get a load of peanuts and drive away.

Maybe each shareholder should get a free tank of fuel if they show up and inspect facility for the Thanksgiving start up!

The Titan Building is shown here;

http://www.coverall.net/general/titan_specs.html

Doggone, in a week or two can you take a cruise by and see what is on the ground in OPP, have you ever posted anything to Youtube, some video for all to see would be awsome.

If you need any help with that send me a private post and I can help out

I would still like $10 in 5 - 10 years !!

So this site says that there are 99,239 shares short as of Oct 9th??

What can JB do about the share price.

Easy - do another video on the Bio-fuel plant being moved to Opp and show it operating, and see deliveries of 3,300 gal per day (1,200,000 gal per year) of Bio Deisel to Crew Dist, show a check being paid by them to PHGI.

How about some streaming audio of the two radio stations with paid commercials.

How about streaming video of the TV station with paid comemrcials.

How about video showing the mining activites in UT?

Rules on the Pinks are different from the regular NASDQ stocks.

The MM's don't have to show customer orders i/e Buys at ASK and Sells at Bid.

" know the Opp plant is real."
is it? can you post a picture of it?"

If anyone is located by OPP, a video showing tt town and the site with or wihout the hay would be easy to post on Youtube.

2nd that motion, has the company done anything yet to produce a $1 of revenue?

I guess I was asking for inside info. I was asking if there was any financial info available on the CO.

No 1

"Is there any financial information available on the company.

What is the status the of radio station that was off the air, any info on when it will be back on the air?

Thanks,"

No 2

"I would like to find out if you have any published financial information on the company?

Is the Radio station operating yet?

Thanks,"

No 3

"In looking at your company, do you have an annual report, financials etc that I can review?"

The first class of preferred shares is Series B, which remains authorized at 20 million shares. The Series B preferred shares are the only class of shares that have not been reduced since the Vision Works merger. Series B preferred shares continue to constitute a majority of voting rights in the company as they had previously with Vision Works.

All 20 million of the Series B preferred shares are issued and outstanding. John H. Beebe is the sole owner of the Series B preferred shares, which he acquired in September 2006 in the acquisition of Vision Works. The Series B preferred shares are convertible to Series A common shares. The shares are convertible into (Series A) common stock at a ratio of 1 common share for every 4 Series B preferred shares, for a total possible conversion of 5 million common shares. The Series B preferred shares are restricted, and to date, have not been registered in any securities offering.

he has never responded to emails I have made requesting information before, so I don't see any reason for him to now, especially since they have already said that they "may" do that. I don't imagine that they could say anything else at this point in time. No cash flow to pay a dividend at this point. I wish we had that problem.

Poison pills - the PR from JB indicated that he has voting control with his preferred shares, even though they are the minority of shares. This is a common situation for some companies, look at Comcast, the founding family has all the voting control in their preferred shares

They have already said in the PR that they "may".

We need some cash flow first, but preferred is preferred for a reason, it is preferred.

(sounds like a circular argument, but it is the actual case )

It is even worst than that.

To figure out how the equity pie gets divided, you need to look at ALL the shareholders.

The comon denominator is common shares.

The common is 92 MM

Preferred B converts to 5MM (1 common to 4 preferred)

The Preferred c gets converted to 207MM, (3 common to 1 preferred)

So the equity pie is 304MM shares. The PR said that all of the preferred can't be converted because of the authorized common is only 155MM, if there is value in the CO at some point in tme they could be sold at the 3X common price when they are not restricted.

On top of that the preferred shares are PREFERRED !!

In Press release "Additionally, the board of directors may elect to issue dividends to our shareholders when we have adequate revenue to do so in the future. The Board of Directors may elect to differentiate future dividends by class of stock.

So the board could decalre a dividend to preferreds and not common.

And even worse, there is a $600,000 note on the radio station that has no revenue and presumabily a $2,000,000 on the "gold Mine".

Does it make you wonder why there has been 5.8% of the OS trades today ? I guess people think that $.0048 is better than $.000000000001.

A lot of tax loss selling maybe. No one is making a profit selling long stock at $.0048

If you look at the press release, they have not closed any financing for the OPP plant and they don't have any committments for financing at this point in time. They are still "planning"

An email to Taylor and Co tells me to "contact the management of the co for any information on the status of the bond issue"

From Press Release: This is one reason why we have purchased the Western US Biofuel refinery and are relocating it to Opp, Alabama. This move should allow us to start producing Biodiesel and generating revenue by the end of this year with comparatively minor overhead costs while concurrently enabling well-planned, forward progress to continue on the larger Biofuel facility.

How about some video of the Western Biofuel facility, will it fit in my 10 x 10 storage shed out back with a couple of 55 gal drums to hold the days production?

Nothign is going to happen to stock price until we see soem revenue coming in and there are no activities that are revenue producing happening

You mean that we might have to get a life while we wait for the revenue stream to start and we get some action here again?

Oh well $10 in 10 years would be worth the time.

PQL, we can talk about semanitcs (and spelling) but for the common stock to be worth $.011 the actual value of the assets needs to be worth at least $4,6000,000 if there is no other debt. Maybe even more because the preferred could be worth more if they are given preferrential treatment as the PR said that they may be given.

So IF the radio station is worth $600,000 the note value, so no net asset value to the shareholders,

Who knows what the value of the 1,000 watt MS station and the TV station (on Cable)

The Gold mine was bought for $2,000,000 plus some preferred stock Was the $2,000,000 cash value of the mine borrowed money so there is some debt there also?

So there is probably $4.6 to $6.6 million in blue sky in the valuation of the common shares. (depending on the debt,if any, from the acquisition of the mine.

The preferred won't convert unless there is more value in the common, so this numer is actually low.

So, shoot some holes here, I'm listening

So from the latest PR,

155,000,000 common outstanding

20,000,000 B Preferred convertable into 5,000,000 common

69,000,000 c Preferred converable into 207,000,000 common

If all were converted to common (if addl common authorized), that would give us 367,000,000 common shares.

Therefore at $.011 per share that would be a market cap of $4,037000, plus debt we know about of $600,000 for the radio station, gives us assets worth $4,637,000.

Someday we can see what assets are and then be able to put a valuation on them.

My Psychic says $10 in 10 Years.

Got it in my Roth so all tax free.

I agree 100% what is the risk reward to short at $.01

You need to short 1,000,000 shares and have it go to $.0000 to make $10,000, what would happen if it went to $.10 , You lose $90,000.