EastBridge Investment Group Corp (Form: 10SB12G, Received: 10/31/2006 06:12:50)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES

OF SMALL BUSINESS ISSUERS

Under Section 12(b) or 12(g) of the Securities Act of 1934

EASTBRIDGE INVESTMENT GROUP CORPORATION

(Name of Small Business Issuer in its Charter)

Arizona 86-1032927

(State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.)

2129 East Cedar Street, Unit 30, Tempe, Arizona 85282

(Address of Principal Executive Offices) (Zip Code)

(480) 966 2020

Issuer's Telephone Number

Securities to be registered under Section 12(b) of the Act:

Title of Each Class to be so Registered

Name of Each Exchange

on Which Each Class is to be Registered

None None

Securities to be registered under Section 12(g) of the Act:

Common Stock

(Title of Class)

ITEM 1. DESCRIPTION OF BUSINESS

History and Development of the Company

EastBridge Investment Group Corporation (formerly known as ATC Technology Corporation) (the "Company" or “EastBridge”) was incorporated in the state of Arizona on June 25, 2001. The Company’s principle activity through June 30, 2005 was to manufacture mobile entertainment products, including VidegoTM, MoviegoTM and GamegoTM. The VidegoTM and MoviegoTM are car theater systems available to consumers. The GamegoTM provides a means to play video game consoles made by Sony, Microsoft and Nintendo, in the car, RV, SUV, van or boat with attachable viewing monitors.

On August 23, 2002, the Company entered into an agreement with Providential Holding, Inc. (PHI) to sell all the issued and outstanding shares of the Company. The transaction between the original stockholders and PHI was consummated as of October 17, 2003. On June 30, 2005 the Company and PHI, agreed to financial and ownership restructuring and executed a formal agreement to return the majority ownership of the Company to its original stockholders in exchange for a forgiveness of notes and obligations owed to the Company and its original stockholders. As a result of the re-structuring, PHI has become a minority stock holder and the original stockholders of the Company have become the majority stockholders as a group. The newly structured Company decided to change its name to EastBridge Investment Group Corporation effective August 1, 2005 to more accurately reflect its new business focus on investment projects.

In 2005, EastBridge decided to exit the mobile video game market and dedicate itself to providing financial related services in Asia, with a strong focus on the high GDP growth countries and territories such as Hong Kong, China, Macao, Taiwan, and India. The Company will initially concentrate on researching growing investment opportunities in Chinese territories including Hong Kong, China, Macao, and Taiwan. Its products will be financial services that help small-to-medium-size companies obtain capital to grow their business. The Company’s financial services will be in the form of small public offerings, Joint Ventures, Wholly Foreign Owned Enterprises, Guaranteed Return Ventures, investment banking, financial advisory services or any other financial services allowed by the local government and in compliance with the United States Securities Exchange Commission regulations. In addition, the Company will also provide marketing, sales, and strategic planning services for its clients to assist them in entering the United States market.

EastBridge is one of the few U.S. companies solely concentrated in marketing financial services to the small-to-medium-size Asian companies that need financial services to help them expand in their local markets. When EastBridge sees a unique opportunity in the business sectors, it will form its own foreign subsidiaries with local partners to capture the opportunity.

Overview

Our business is to provide financial services including public offering guidance, joint venture, and merchant banking services to the small-to-medium-size businesses in Chinese territories and India.

Our operations are divided into individual business units by industry such as the Electronics, Real estate, Auto Metal, Energy Environmental, Bio Science, and Food Retail Distribution units. Our target clients are mostly in India, China, Hong Kong, Macao and Taiwan. Our business focus is very narrow, but deep. We go after opportunities that can create true value for our shareholders and the clients. We are only interested in business opportunities where the decision process is simple. Thus, we focus on short-term opportunities where the expected return is within about one year and the potential gain is substantial for both parties. We generally look for deals where we can help to uncover the hidden values after our participation. Keith Wong (President and Chief Executive Officer) and Norman Klein (Chief Financial Officer) each has over twenty years of experience in the industrial, sales and financial industries. We can understand our client's products quickly and are able to make a fast and decisive move to capture the opportunity. We plan China, Hong Kong, Macao and Taiwan to be our immediate fees and revenue centers in 2006. We plan to expand into India in the later part of 2007.

Products and Marketing

Our main business is to provide initial public offerings, joint ventures, and merchant banking services to the small businesses in China and India. We increase our shareholders’ value by:

a) Earning fees and stock equity in the companies we take public, or cause to be acquired;

b) Making cash income by operating joint ventures with local partners to take advantage of any short-term and high-return

business opportunities and;

c) Earning fees in providing merchant banking services to small Asian companies to access US funds.

Business Strategy

We believe that in the next ten years, China and India will offer lucrative opportunities for EastBridge's shareholders. We plan to search for small to medium size companies that have demonstrated either a steady income stream or are ready to launch a commercially exciting new product that offers double digit growth in market share for the next five years. Our pursuit for high ROI (return on investment) and ROE (return on equity) is relentless. Due to a combined history of more than 30 years of hands-on experience in China from Mr. Keith Wong, Chief Executive Officer, and Mr. Norm Klein, our Chief Operating Officer, very few companies can match our expertise with China. Further, since larger companies are bureaucratic and generally not interested in the small- to-medium-size companies, we believe we have a clear and imminent advantage.

Competition

We are faced with competition from major brokerage and financial service companies from Wall Street (such as Goldman Sachs, Bear Stearns, JP Morgan and Lehman Brothers, etc.) as well as smaller companies. However, the major companies may find the smaller Asian companies to be uneconomical for their resource investment. The smaller companies may lack the knowledge capital to penetrate the barriers from geography, political, language, culture, and economies of scale. In due time, the expected higher returns on investment in China and India may attract new competitors. However, due to the market size of China and India, a handful of new competitors may provide potential benefit for the industry. Thus, we believe we can successfully compete with our competitors.

Industry and Customers

There are a combined total of about 600,000 small-to-medium-size companies in China and India. There are over 400,000 small businesses in China alone and the numbers are growing at double digits. We have the early mover advantage in this market, which is big enough to accommodate many more players.

The services we offer to these 600,000+ companies will remain as high growth areas for many years to come.

Patents, Trademarks, License, Franchises, Concessions, Royalty Agreements or Labor Contracts, Including Duration

Employment Agreement with Keith Wong

On June 1, 2005, we entered the employment agreement with Keith Wong, our President and Chief Executive Officer. The agreement provides for annual compensation in the amount of $240,000, effective June 1, 2005. This agreement shall begin on the date entered above, and shall continue until terminated as provided. (See Exhibit 10.1)

Mr. Wong’s agreement contains confidentiality, and non-competition and good faith cooperation covenants. The agreement may be terminated by either party with or without cause and without prior notice subject to the termination provisions as discussed. (See Exhibit 10.1)

Employment Agreement with Norm Klein

On June 1, 2005, we entered the employment agreement with Norm Klein, our Chief Financial Officer, Chief Operating Officer and Investor Relations Officer. The agreement provides for annual compensation in the amount of $84,000, effective on June 1, 2005 and will be increased to an annual compensation of $180,000, effective January 1, 2007. This agreement shall begin on the date entered above, and shall continue until terminated as provided. (See Exhibit 10.2)

Mr. Klein’s agreement contains confidentiality, and non-competition and good faith cooperation covenants. The agreement may be terminated by either party with or without cause and without prior notice subject to the termination provisions as discussed. (See Exhibit 10.2)

Government Approval and Regulation of Industry

The Company faces risks posed by any adverse laws and regulations affecting our business plans by the US and foreign governments. In order to conduct our business in China and India, we will need to obtain some or all of the following licenses, approvals and/or concessions from the country we are in: Business registration, Tax certificate, Right to conduct Business, Employment Approval, Residency Approval, Asset Appraisal, Acquisition Approval, Import/Export License and Foreign Remission Approval. The list is subject to additions, dependant on a particular business sector we decide to enter in China or India. We are subject to government approvals and concessions. There are no proclamations that we need to obtain all of the approvals and licenses above; nor is there a guarantee that we will obtain any of the approvals and licenses when we are required to do so.

Research and Development

Keith Wong and Norm Klein have spent about $62,000 in travel expenses to Asia for business development.

Workforce

We now have two full time employees. Once we are re-capitalized, we plan to have five full time employees in Beijing, China and three full time employees in Phoenix, Arizona. We are a knowledge- based financial services company. We do not anticipate carrying a big head-count overhead. In the latter part of 2007, we plan to set up another field office in Mumbai, India.

Code of Ethics

We have adopted a "Code of Ethics for Directors, Officers and Employees" that applies to all employees, including our executive officers. A copy of our Code of Ethics for Directors, Officers and Employees will be filed with the Securities and Exchange Commission as Exhibit 14.1 to this Registration Statement.

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

Significant Accounting Policies

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Note 2 of the Notes to Consolidated Financial Statements describes the significant accounting policies used in the preparation of the consolidated financial statements. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.

A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes: 1) we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and 2) different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our consolidated financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations. We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our consolidated financial statements:

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all liquid debt instruments with an original maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.

Deposit

As of June 30, 2006, the Company had a security deposit of $1,828.

Revenue Recognition

The Company's revenue recognition policies are in compliance with Staff Accounting Bulletin (SAB) 104. Revenue is recognized when merchandise is shipped to a customer when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectibility is reasonably assured. Generally, the Company extends credit to its customers/clients and does not require collateral. The Company performs on-going credit evaluations of its customers/clients. Any payments received before all of the relevant criteria for revenue recognition are recorded as unearned revenue.

Income Taxes

Deferred income tax assets and liabilities are computed annually for differences between the financial statements and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted laws and rates applicable to the periods in which the differences are expected to affect taxable income (loss). Valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

Fair Value of Financial Instruments

Statement of financial accounting standard No. 107, Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amount of all financial instruments at December 31, 2005 and 2004, which consist of various notes and loans payable, approximate their fair values.

Net Loss per Share

The Company adopted the provisions of Statement of Financial Accounting Standards No. 128, Earnings per Share ("SFAS No. 128"). SFAS No. 128 eliminates the presentation of primary and fully diluted earnings per share ("EPS") and requires presentation of basic and diluted EPS. Basic EPS is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is based on the weighted average number of shares of common stock outstanding for the period and common stock equivalents outstanding at the end of the period.

Stock-based Compensation

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Valuation of shares for services is based on the estimated fair market value of the services performed.

Segment Reporting

Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure About Segments of an Enterprise and Related Information" requires use of the "management approach" model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. SFAS 131 has no effect on the Company's financial statements as substantially all of the Company's operations are conducted in one industry segment.

Risks and Uncertainties

In the normal course of business, the Company is subject to certain risks and uncertainties.

The Company Provides Its Product On Unsecured Credit.

Since the Company provides its products on unsecured credit to most customers, the Company's ability to collect the amounts due from customers is affected by economic fluctuations and each customer's ability to pay.

The Company Has A Limited Operating History.

The Company itself has a limited operating history. Businesses, which are starting up, or in their initial stages of development, present substantial business and financial risks and may suffer significant losses from which they cannot recover. The Company will face all of the challenges of a new business enterprise, including but not limited to, locating suitable office space, engaging the services of qualified support personnel and consultants, establishing budgets and implementing appropriate financial controls and internal operating policies and procedures. The Company will need to attract and retain a number of key employees and other service personnel. Further, there is no assurance that the Company will be able to successfully continue its operations or that it will ever operate profitably.

The Company's Additional Financing Requirements Could Result in Dilution to Existing Stockholders.

The additional financings which the Company will require may in the future be obtained through one or more transactions which will effectively dilute the ownership interests of stockholders. The Company has the authority to issue additional shares of common stock and preferred stock, as well as additional classes or series of ownership interests or debt obligations which may be convertible into any one or more classes or series of ownership interests. The Company is authorized to issue 300,000,000 million shares of common stock and 100,000,000 million shares of preferred stock. Such securities may be issued without the approval or other consent of the Company's stockholders.

Potential and Actual Legislation and Regulation Related to the Company's Business Could Limit its Activities and Deprive the Company of its Anticipated Source of Future Revenues.

The Company May Not Be Able To Compete Successfully Against Large Competitors.

The Company is faced with competitors from major brokerage and financial service companies as well as smaller companies, with competent advertising and marketing capabilities. Thus, we anticipate that we may not be able to compete effectively.

The Company Depends On Our Executive Officers And Key Personnel To Implement Our Business Strategy And Could Be Harmed By The Loss Of Their Services .

Keith Wong is the current President, Chief Executive Officer, and Director of the Company. We believe that our growth and future success will depend significantly upon the skills of Mr. Wong and the ability to attract a skilled management team. The competition for qualified personnel in our industry is intense, and the loss of our key personnel or an inability to attract, retain and motivate key personnel could adversely affect our business. We cannot assure that we will be able to retain our existing key personnel.

The Company May Be Subject To Litigation That Will Be Costly To Defend Or Pursue And Uncertain In Its Outcome.

The Company's business may bring it into conflict with others with whom it has contractual or other business relationships or with its competitors or others whose interests differ from the Company's. If the Company is unable to resolve those conflicts on terms that are satisfactory to all parties, the Company may become involved in litigation brought by or against it. That litigation is likely to be expensive and may require a significant amount of management's time and attention, at the expense of other aspects of the Company's business. The outcome of litigation is always uncertain, and in some cases could include judgments against us that require the Company to pay damages, enjoin it from certain activities, or otherwise affect its legal or contractual rights, which could have a significant adverse effect on its business.

Revenues

Revenues for the three months ended March 31, 2006 and six months ended June 30, 2006 were both $ 5,370. Revenues for the twelve months ended December 31, 2005 and December 31, 2004 were approximately $15,904 and $ 58,326, respectively.

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2006 and six months ended June 30, 2006 were $ 3,191 and $ 6,049, respectively. General and administrative expenses for the twelve months ended December 31, 2005 and December 31, 2004 were approximately $ 45,318 and $ 215,401, respectively. The decrease in 2005 was due to a reduction in our production workers when we decided to wind down our electronics business.

The Company’s policy is to expense advertising costs as incurred. No advertising was expensed during the first and second quarter of 2006. Advertising expenses for the year ended December 31, 2005 and 2004 were $207 and $87,297, respectively and are included in general and administrative expense. The reduction in 2005 was due to our focus away from the electronics business. No advertising was expensed during the first and second quarter of 2006.

Other Income/Loss

Other income (loss) for the twelve months ended December 31, 2005 and December 31, 2004 were approximately $(9,082) and $ 156,702, respectively.

Net Loss

Net losses for the three months ended March 31, 2006 and six months ended June 30, 2006 were $(69,490) and $(148,637), respectively. Net losses for the twelve months ended December 31, 2005 and December 31, 2004 were approximately $(298,026) and $(106,048), respectively.

Recent Accounting Pronouncements

In November 2004, the FASB has issued FASB Statement No. 151, "Inventory Costs, an Amendment of ARB No. 43, and Chapter 4" ("FAS No. 151"). The amendments made by FAS No. 151 are intended to improve financial reporting by clarifying that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and by requiring the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities.

The guidance is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning after November 23, 2004. The provisions of FAS No. 151 will be applied prospectively. The Company does not expect the adoption of FAS No. 151 to have a material impact on its consolidated financial position, results of operations or cash flows.

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires companies to recognize in the statement of operations the grant- date fair value of stock options and other equity-based compensation issued to employees. FAS No. 123R is effective beginning in the Company's first quarter of fiscal 2006. The Company believes that the adoption of this standard will have no material impact on its financial statements.

In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of Nonmonetary Assets." The Statement is an amendment of APB Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. The Company believes that the adoption of this standard will have no material impact on its financial statements.

In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments." The EITF reached a consensus about the criteria that should be used to determine when an investment is considered impaired, whether that impairment is other-than-temporary, and the measurement of an impairment loss and how that criteria should be applied to investments accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES." EITF 03-01 also included accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. Additionally, EITF 03-01 includes new disclosure requirements for investments that are deemed to be temporarily impaired. In September 2004, the Financial Accounting Standards Board (FASB) delayed the accounting provisions of EITF 03-01; however the disclosure requirements remain effective for annual reports ending after June 15, 2004. The Company will evaluate the impact of EITF 03-01 once final guidance is issued.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections." This statement applies to all voluntary changes in accounting principle and requires retrospective application to prior periods' financial statements of changes in accounting principle, unless this would be impracticable. This statement also makes a distinction between "retrospective application" of an accounting principle and the "restatement" of financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company is evaluating the effect the adoption of this interpretation will have on its financial position, cash flows and results of operations.

In June 2005, the EITF reached consensus on Issue No. 05-6, Determining the Amortization Period for Leasehold Improvements ("EITF 05-6.") EITF 05-6 provides guidance on determining the amortization period for leasehold improvements acquired in a business combination or acquired subsequent to lease inception. The guidance in EITF 05-6 will be applied prospectively and is effective for periods beginning after June 29, 2005. EITF 05-6 is not expected to have a material effect on its consolidated financial position or results of operations.

In December 2004, the FASB issued FASB No. 123R, "Share-Based Payment, an Amendment of FASB Statement No. 123." FASB Statement No. 123R requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. FASB No. 123R is effective beginning January 1, 2006. FASB Statement No. 123R on is not expected to have a material effect on its consolidated financial position or results of operations.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections.” This statement applies to all voluntary changes in accounting principle and requires retrospective application to the prior periods’ financial statements of changes in accounting principle, unless this retrospective application would be impracticable. This statement also makes a distinction between “retrospective application” of an accounting principle and the “restatement” of financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company is evaluating the effect the adoption of this statement will have on its financial position, cash flows and results of operations.

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133 and 140.” This Statement amends FASB Statements No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” This Statement resolves issues addressed in FASB Statement No. 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.” The Company believes that the adoption of this standard will have no material impact on its consolidated financial statements.

In March 2006 FASB issued SFAS 156, “Accounting for Servicing of Financial Assets.” This Statement amends FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement: (1) Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract; (2) Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable; (3) Permits an entity to choose ‘Amortization method’ or ‘Fair value measurement method’ for each class of separately recognized servicing assets and servicing liabilities; (4) At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a server elects to subsequently measure at fair value; (5) Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the Balance Sheet and additional disclosures for all separately recognized servicing assets and servicing liabilities.

This Statement is effective as of the beginning of the Company’s first fiscal year that begins after September 15, 2006. Management believes that this statement will not have a significant impact on the financial statements.

Liquidity and Capital Resources

In the three months ended March 31, 2006 and six months ended June 30, 2006, we had cash and cash equivalents of $ 2,751 and $2, 741, respectively. In year end December 31, 2005 and December 31, 2004, we had cash and cash equivalents of $1,803 and $ 1,225, respectively.

Our operating activities used $ 947 and $ 938 in three months and six months ended March 31, 2006 and June 30, 2006, respectively. Changes in accounts payable and accrued expenses in three months ended March 31, 2006 and six months ended June 30, 2006 were $ 9,188 and $ 18,375. Our operating activities used $516,936 and $303,224 in years ended December 31, 2005 and 2004, respectively. Changes in accounts payable and accrued expenses decreased from $ 581,010 in 2004 to $ 357,591 in 2005.

Cash provided from financing activities increased to $517,514 in December 2005 from $304,449 in December 2004, primarily due to an increase in borrowings on notes payable from the major stockholders. On June 30, 2005, all these notes were forgiven as a result of a debt and equity re-structuring.

Our operations are currently financed through various loans. Management has taken action and is formulating additional plans to strengthen the Company's working capital position and generate sufficient cash to meet its operating needs. In addition, the Company also anticipates generating more revenue through its proposed new business plan. No assurances can be made that management will be successful in achieving its plan or that additional capital will be available on a timely basis or at acceptable terms.

The Company expects that the working capital cash requirements over the next 12 months will be generated from operations and additional financing. Management has taken action and is formulating additional plans to strengthen the Company's working capital position and generate sufficient cash to meet its operating needs.

ITEM 3. DESCRIPTION OF PROPERTY.

Our executive office is located at 2101 E. Broadway St., #30, Tempe, Arizona 85282. We lease these facilities, consisting of approximately 300 square feet, for $ 527.48 per month. The term of our lease is on a Month to Month basis.

The aforesaid properties are in good condition and we believe they will be suitable for our purposes for the next 12 months. There is no affiliation between us or any of our principals or agents and our landlords or any of their principals or agents.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The table below lists, as of October 30, 2006, all persons/companies the Registrant is aware of as being the beneficial owner of more than five percent (5%) of the common stock of the Registrant.

Title of Class	Name of Beneficial Owner	Amount & Nature of Beneficial Ownership	Percent of Class
Common	Keith Wong	50,369,240	51%
Common	High Performance Edge, LLC.	13,166,720	13%
Common	Providential Holding Corporation	10,000,000	10%
Total		73,535,960	74%

Note: Based on 98,339,392 common shares outstanding as of October 30, 2006.

The table below lists all Directors and Executive Officers who beneficially own the Registrant's voting securities and the amount of the Registrant's voting securities owned by the Directors and Executive Officers as a group, as of October 30, 2006.

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common	Keith Wong	50,369,240	51%
Common	Norm Klein	3,000,000	3%

Total		53,000,000	54 %

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

Name	Address	Position	Age
Keith Wong	2129 East Cedar Street, Unit 30, Tempe, Arizona 85282	President, CEO, Director	52
Norm Klein	2129 East Cedar Street, Unit 30, Tempe, Arizona 85282	CFO, COO, IRO, Director	56
Leo Dembinski	2129 East Cedar Street, Unit 30, Tempe, Arizona 85282	Director	63

(a) Directors and Executive Officers

Keith Wong – President, Chief Executive Officer, and Director

Mr. Wong brings 22 years of experience in sales, business management, finance, manufacturing, Asian suppliers and Asian business networks.

Since 2001, Mr. Wong has acted as the President and CEO of ATC Technology Group, which later became EastBridge Investment Group Corporation.

From 1989 to 2001, Mr. Wong was the President and CEO of Amtel International Corporation, where he built the company into a leader in selling promotional TV and small appliances. This company designed and imported televisions and small appliances from Asia. Mr. Wong built this company from scratch and increased sales from zero to more than $8,000,000 per year. This company provided valuable experiences to Mr. Wong in the electronic business by working with international suppliers and several top U.S. chain stores including Kmart and Wal-Mart. It won many acclaims for its products including a design award, Innovations 2001 Design and Engineering Award, from the Industrial Society of America and the Consumer Electronics Association.

From 1986 to 1989, Mr. Wong was a sales executive with Coherent, Inc. for Asia-Pacific for four years. Mr. Wong demonstrated his management capabilities in Asia. Prior to his sales experience, Mr. Wong was an electronic design engineer for several high tech companies including ComputerVision, Tektronix and General Electric, where he was awarded with the prestigious Ed Woll’s Young Engineer Award in 1980 for his efforts in improving military jet engine manufacturing.

Mr. Wong holds a Bachelors and Masters degree in electrical engineering from Rutgers University and Northeastern University, respectively. Mr. Wong successfully completed several corporate finance courses for executives from Harvard University. Mr. Wong also holds two U.S. utility patents and one U.S. design patent.

Mr. Wong is a board member of Asian Bank of Arizona and a member of Beijing Equity Exchange.

Norm Klein - Chief Financial Officer, Chief Operating Officer and Investor Relations Officer

Mr. Klein has over twenty years of experience in manufacturing and process control through working with major companies. Mr. Klein also brings his expertise in engineering, operational leadership, and business management skills to EastBridge.

Since 2001, Mr. Klein has acted as the CFO, COO, and IRO for ATC Technology Group, which later became known as EastBridge Investment Group Corporation.

Since 1997, Mr. Klein has been the owner and consultant of High Performance Edge, Inc. The firm provides consulting services in the areas of leadership development, organization development and process improvement. Firm also provides startup management expertise for companies that want to increase sales and operational capacity. The firm's clients include Clorox, Honeywell/Allied Signal, Ingersol Rand, Durel Corporation, and Dreyers Ice Cream Company.

From 1972 to 1993, Mr. Klein was employed at Procter & Gamble, where he was responsible for the operational aspects of the company’s Metamucil business. Mr. Klein provided the leadership role for a $60 million manufacturing plant expansion and managed an operating budget in excess of $30 million. Further, as a member of Procter & Gamble’s Profit and Loss team for its Hair Care business, Mr. Klein led the launch of the first shampoo and conditioner product, Pert shampoo. This quickly grew to be a $100 million business that required extensive resources and leadership to meet consumer demand. The successful launch propelled P&G’s hair care business to the number one position in the market based on market share.

Mr. Klein provides EastBridge with high quality business management, strategic planning and financial system development experience. His knowledge of operations and finance will be invaluable as EastBridge expands its operational capabilities and launches new services in the near future.

Mr. Klein holds a Bachelors degree in mechanical engineering from Rose Hulman Institute and a Masters degree in business administration from University of Iowa.

Leo Dembinski, Director

Mr. Dembinski has over ten years of experience in corporate finance and corporate risk management experience. In the summer of 1990 Mr. Dembinski co-founded a planning and capital formation group: Addem and Associates Inc.

In the fall of 2000 Mr. Dembinski entered into a partnership known as High Performance Edge L.L.C (HPE). HPE is a management consulting firm specializing in the active management of its clients companies. HPE also acts as a private investor in some of its transactions.

Mr. Dembinski has served on many organizations during his career, which include: President of the Chicago Retail Financial Executive Association, Chairman of the Associated Merchandising Corporation, a national organization, Financial Executives Division. He was also co-chairman of the Direct Marketing Association Catalog Leaders. He served as a past director for the Bank of Lakehurst, in Waukegan, Illinois; he was a Director of The Bishop’s Lodge in Santa Fe, New Mexico. He also served as a past Director of Advanced Foods Systems, a software company.

Mr. Dembinski joined the Board of Directors of Junior Achievement of Arizona in 1985 and accepted a leadership role as Chair in 1989. Mr. Dembinski is currently Chairman of Junior Achievement of Arizona. Additionally, Mr. Dembinski is President of the Board of Trustees of the Junior Achievement Foundation. Mr. Dembinski has a B.S in Accounting from De Paul University in Chicago, Illinois and he received his Certified Public Accountant Certificate in 1970.

Our directors, executive officers, and significant employees are not currently being paid for their services. They will be compensated in the form of future interest.

Audit Committee Financial Expert

The functions of the Audit and Compensation Committee are: (i) to recommend the engagement of the Company's independent auditors and review with them the plan, scope and results of their audit for each year; (ii) to consider and review other matters relating to the financial and accounting affairs of the Company; and (iii) to review and recommend to the Board of Directors all compensation packages, including the number and terms of stock options, offered to officers and executive employees of the Company. The Company’s board director, Mr. Leo Dembinski serves as the Company's Audit Committee and Compensation Committee.

None.

(d) Involvement in Legal Proceedings

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

ITEM 6. EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary Compensation Table

The following summarizes the aggregate compensation paid during those fiscal years to our Executive Officers:

Name and Principal

Position

Year

Annual Compensation

Long-term Compensation

All Other Compensation

Salary ($)

Bonus

Other Annual Compensation

Awards

Payouts

Restricted Stock Award(s)

Securities Underlying Options/SARs

LTIP Payouts


Keith Wong President/CEO	2003	0	0	0	0	0	0	0
	2004	0	0	0	0	0	0	0
	2005	240,000 ¹	0	0	0	0	0	0

Norm Klein	2003	0	0	0	0	0	0	0
	2004	0	0	0	0	0	0	0
	2005	84,000 ²	0	0	0	0	0	0

Leo Dembinski	2003	0	0	0	0	0	0	0
	2004	0	0	0	0	0	0	0
	2005	0	0	0	0	0	0	0

¹ The executive officers have not yet been compensated for their services, and their wages have been accrued.

² The executive officers have not yet been compensated for their services, and their wages have been accrued.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Norm Klein and Leo Dembinski are partners of High Performance Edge, LLC. along with two other partners. High Performance Edge, LLC. owns 13,166,720 shares of the Company's common stock.

ITEM 8. DESCRIPTION OF SECURITIES.

The following statements do not purport to be complete and are qualified in their entirety by reference to the detailed provisions of the Company's Articles of Incorporation and Bylaws, copies of which are attached as exhibits to this document.

General

Our authorized capital consists of (1) 300,000,000 shares of common stock, par value $.000 per share, and (2) 100,000,000 shares of preferred stock, par value $.000 per share.

Common Stock

The holders of our common stock are entitled to one vote per share on each matter submitted to a vote at a meeting of our stockholders, except to the extent that the voting rights of our shares of any class or series of stock are determined and specified as greater or lesser than one vote per share in the manner provided by our certificate of incorporation. Our stockholders have no pre-emptive rights to acquire additional shares of our common stock or other securities. Our common stock is not subject to redemption rights and carries no subscription or conversion rights. In the event of liquidation of our company, the shares of our common stock are entitled to share equally in corporate assets after satisfaction of all liabilities. As of October 30 , 2006 there were 98,339,392 shares of our common stock issued and outstanding, held by 1600 holders of record.

Preferred Stock

We may issue our preferred shares from time to time in one or more series as determined by our board of directors. The voting powers and preferences, the relative rights of each series, and the qualifications, limitations and restrictions thereof may be established by our board of directors without any further vote or action by our shareholders. As of October 30 , 2006 there were 0 shares of our preferred stock issued and outstanding.

Outstanding Options and Warrants to Purchase Common Stock

As of October 30 , 2006 , there were no outstanding common share purchase options or warrants.

PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.

There exists no market for our common stock. Private sales or transfers are permitted under the respective state and Federal securities laws, subject to compliance with exemptions set forth under the respective statutory guidelines. As of September 30, 2006, we had about 1600 shareholders of record.

Dividend Policy

Holders of the Company’s Common Stock are entitled to receive cash or stock dividends should they be declared by the Board of Directors, out of funds legally available for distribution. Any such dividends may be paid in cash, property or shares of the Company’s or Company’s subsidiary’s common stock. The Company has not paid any cash dividends since its inception, and it is not likely that cash dividends on its Common Stock will be declared at any time in the foreseeable future. Any dividends will be subject to the discretion of the Company’s Board of Directors, and will depend upon, among other things, the operating and financial condition of the Company, its capital requirements and general business conditions. Therefore, there can be no assurance that any dividends on the Company’s Common Stock will be paid in the future.

Shares Eligible for Future Sale

To date, there has been no market for our common stock. In the event a public market for our shares develops, future sales of substantial amounts of our common stock in the public market could adversely affect prevailing market prices from time to time. Further, since only a limited number of shares will be available for sale shortly after this offering because of certain contractual and legal restrictions on resale described below, sales of substantial amounts of our common stock in the public market after the restrictions lapse could adversely affect the prevailing market price and our ability to raise equity capital in the future.

Sales of Restricted Shares

As of September 30, 2006, we have issued and outstanding an aggregate of 98,339,392 shares of common stock.

All these shares have already been outstanding for more than twelve months and are, pending satisfaction of certain pre-requisites, eligible for transfer under the auspices of Rule 144.

Rule 144

Under Rule 144 as currently in effect, a stockholder who has beneficially owned restricted shares for at least one year and has complied with the requirements described below would be entitled to sell, upon the expiration of the lock-up agreements described below, some of that stockholder’s shares within any three-month period. That number of shares cannot exceed the greater of one percent of the number of shares of our common stock then outstanding, which will equal approximately 983,394 shares immediately after this offering Sales under Rule 144 are also restricted by manner of sale provisions, notice requirements and the availability of current public information about us. Rule 144 also provides that our affiliates who are selling shares of our common stock that are not restricted shares must nonetheless comply with the same restrictions applicable to restricted shares with the exception of the holding period requirement.

Under Rule 144(k), a person who is not deemed to have been one of our affiliates at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least two years is entitled to sell those shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. Accordingly, these shares may be sold without restriction immediately upon the expiration of the lock-up agreements described below.

Rule 701

Rule 701 provides that the shares of common stock acquired upon the exercise of currently outstanding options or other rights granted under our equity plans may be resold, by persons, other than affiliates, restricted only by the manner of sale provisions of Rule 144, and by affiliates in accordance with Rule 144, without compliance with its one-year minimum holding period.

Lock-up Agreements

Each of the major shareholders, Keith Wong, High Performance Edge, LLC., Norm Klein, and Providential Holding, Inc. have agreed to limit the number of shares sold in their portfolio to a fixed percentage for the period of 12 months during the first year of operation.

During the first year of operation, each partner will limit the number of shares sold in their portfolio to the following fixed percentage for each month. The number of shares that may be sold each month will be calculated by multiplying the maximum fixed percentage allowed for that month times the initial gross number of shares owned by each partner.

Month 1: 1.9%

Month 2 and 3: 2.5%

Month 4: 5.0%

Month 5 and 6: 7.0%

Months 7-12: 10.0%

During the second year of operation and beyond, there will be no restrictions. Further, there will be no restrictions at any time on the treasury shares which are needed for operating expenses.

(See Exhibit 4.1)

ITEM 2. LEGAL PROCEEDINGS.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

The following information is given with regard to unregistered securities sold during the preceding three years, to October 30, 2006, including the dates and amounts of securities sold, the persons to whom we sold the securities, the consideration received in connection with such sales and, if the securities were issued or sold other than for cash, the description of the transaction and the type and amount of consideration received.

On September 12, 2002, ATC Technology Corporation (currently known as EastBridge Investment Group Corporation) was acquired by Providential Holdings, Inc. (Providential), and became its wholly-owned subsidiary. On November 17, 2003, Providential announced a stock dividend distribution to issue 20,000,081 of Providential's ATC stock to Providential's shareholders on record. At the time, there were about 1600 Providential shareholders. On July 27th, 2004, Providential declared the dividend distribution to Providential's shareholders.

On June 30, 2005, Providential Holdings, Inc., ATC Technology Corporation, Keith Wong, Norm Klein and High Performance Edge, LLC., agreed to a Re-organization and Exchange agreement, whereby PRVH transferred 70,000,000 of its 80,000,000 shares of ATC common stock to Keith Wong, Norm Klein, High Performance Edge, LLC, Ian Subel, Lynelle Berkeley, and Fogel International ("ATC Creditors") in exchange for the total debts currently owed to ATC creditors and leaving 10,000,000 shares held by Providential.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Corporation Laws of the State of Arizona and the Company's Bylaws provide for indemnification of the Company's Directors for expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of having been Director(s) or Officer(s) of the corporation, or of such other corporation, except, in relation to matter as to which any such Director or Officer or former Director or Officer or person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Furthermore, the personal liability of the Directors is limited as provided in the Company's Articles of Incorporation.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

PART F/S FINANCIAL.

EastBridge Investment Group Corporation

Financial Statements

Index to Financial Statements

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2005 and 2004

Statements of Deficit for the years ended December 31, 2005 and 2004

Statements of Earnings for the years ended December 31, 2005 and 2004

Statements of Cash Flows for the years ended December 31, 2005 and 2004

Notes to Financial Statements (December 31, 2005 and 2004)

Balance Sheets as of March 31, 2006 and June 30, 2006 - (unaudited)

Statements of Earnings for the periods ended March 31, 2006 and June 30, 2006 - (unaudited)

Statements of Cash Flows for the years ended March 31, 2006 and June 30, 2006 - (unaudited)

Notes to Financial Statements (March 31, 2006 and June 30, 2006)

JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
9175 Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of EastBridge Investment Group Corp

We have audited the accompanying balance sheets of EastBridge Investment Group Corp as of December 31, 2005 and 2004, and the related statements of operations, stockholders' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of EastBridge Investment Group Corp as of December 31, 2005 and 2004, and the related statements of operations, stockholders' deficit and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company's recurring losses from operations and its difficulties in generating sufficient cash flow to meet its obligations and sustain its operations raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Jaspers + Hall, PC
Denver, Colorado
August 31, 2006

EASTBRIDGE INVESTMENT GROUP CORPORATION

Balance Sheet

Fiscal year ended December 31, 2004 and December 31, 2005


			As Of December 31,
			2005	2004
	ASSETS
Current assets:
	Cash and cash equivalents		$1,803	$1,225
	Accounts receivable		-	4,755
		Total current assets	1,803	5,980

Deposits			1,828	1,582

		Total assets	$ 3,631	$ 7,562

	LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
	Accounts payable and accrued expenses		$ 357,591	$ 581,010
	Due to officers		247,823	579,055
	Due to related parties		-	1,083,871
		Total current liabilities	605,414	2,243,936


Stockholders' equity (deficit):
	Common stock, no par value; 300,000,000 shares authorized;

	98,339,392 issued and outstanding	1,325	1,325
Additional paid-in-capital		1,932,617	-
Accumulated deficit		(2,535,725)	(2,237,699)

	Total stockholders' equity (deficit)	(601,783)	(2,236,374)
	Total liabilities and stockholders' equity (deficit)	$ 3,631	$ 7,562


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

EASTBRIDGE INVESTMENT GROUP CORPORATION

Statement of Deficit

Fiscal year ended December 31, 2004 and December 31, 2005

			Additional		Total
	Common Stock		Paid-in	Accumulated	Stockholders'
	Shares	Amount	Capital	Deficit	Equity (Deficit)
Balance at December 31, 2003	98,339,392	$ 1,325	$ -	$(2,131,651)	$(2,130,326)

Net loss for the year				(106,048)	(106,048)

Balance at December 31, 2004	98,339,392	1,325	-	(2,237,699)	(2,236,374)
Debt waived by owners of the Company			1,932,617		1,932,617
Net loss for the year				(298,026)	(298,026)

Balance at December 31, 2005	98,339,392	$ 1,325	$1,932,617	$(2,535,725)	$ (601,783)


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

EASTBRIDGE INVESTMENT GROUP CORPORATION

Statement of Earnings

Fiscal year ended December 31, 2004 and December 31, 2005

		For the Years
		Ended December 31,
		2005	2004
From discontinued operations:
Revenues from discontinued operations
	Sales	15,904	58,326

Cost of sales from discontinued operations			96	1,366
Gross profit from discontinued operations			15,808	56,960

Expenses from discontinued operations:
	Bad debt expense		2,395	14,431
	Salaries and wages		246,624	82,828
	Professional services		10,415	7,050
	General and administrative		45,318	215,401
		Total operating expenses	304,752	319,710
Loss from discontinued operations			(288,944)	(262,750)

Other income and (expenses)
	Interest expense		(37,275)	(96,651)
	Gain on debt settlement - net		28,193	253,353
		Net other income and (expenses)	(9,082)	156,702

Net loss			$(298,026)	$(106,048)

Net income (loss) per share - basic and diluted:
	Net loss		$(0.00)	$(0.00)

Weighted average number
	of shares outstanding - basic and diluted		98,339,392	98,339,392

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

EASTBRIDGE INVESTMENT GROUP CORPORATION

Statement of Cash Flows

Fiscal year ended December 31, 2004 and December 31, 2005

			For the Years Ended December 31,
			2005	2004
Cash flows from operating activities:
	Net loss from discontinued operations		$ (298,026)	$ (106,048)
	Changes in operating assets and liabilities:
		(Increase) decrease in accounts receivable	4,755	56,102
		(Increase) decrease in other assets and prepaid expenses	(246)	1,565
		Increase (decrease) in accounts payable & acc exp	(223,419)	(254,843)
	Net cash used in operating activities		(516,936)	(303,224)
Cash flows from financing activities:
	Advances from related parties		517,514	304,449
	Net cash provided by financing activities		517,514	304,449
Net increase (decrease) in cash			578	1,225
Cash and cash equivalents, beginning of period			1,225	-
Cash and cash equivalents, end of period			$ 1,803	$ 1,225



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

EASTBRIDGE INVESTMENT GROUP CORPORATION

EastBridge Investment Group Corporation

Notes to the Financial Statements

Dec 31, 2004 and Dec 31 2005

NOTE 1 - COMPANY OVERVIEW

EastBridge Investment Group Corporation (formally ATC Technology Corporation) (the "Company" or "EBIG") was incorporated in the state of Arizona on June 25, 2001. The Company's principle activity up through June 30, 2005 was to manufacture mobile entertainment products, including VidegoTM, MoviegoTM and GamegoTM. The VidegoTM and MoviegoTM are car theater systems available to consumers. The GamegoTM provides a means to play video game consoles made by Sony, Microsoft and Nintendo, in the car, RV, SUV, van or boat with attachable viewing monitors.

On August 23, 2002, the Company entered into an agreement with Providential Holding, Inc. (PHI) to sell all the issued and outstanding shares of the Company. For consideration, PHI agreed to deliver $250,000 in promissory notes, non-interest bearing, payable 270 days after closing, and $250,000 in promissory notes, non-interest bearing, payable 180 days after closing, 3,000,000 shares of restricted stock of the Company with an option of additional shares to be issued after 270 days if the stock price does not reach $0.30, 1,000,000 shares of restricted stock of PHI with an option of additional shares to be issued after one year if the stock price does not reach $0.30. The transaction between the original stockholders and PHI was consummated as of October 17, 2003. On June 30, 2005 the Company and PHI, agreed to financial and ownership restructuring and executed a formal agreement to return the majority ownership of the Company to its original stockholders in exchange for a forgiveness of notes and obligations owed to the Company and its original stockholders. The total amount of the debt forgiven is $1,932,617 and is recorded as paid-in capital by the major original stockholders in the 2005 financial statement. As a result of the re-structuring, PHI has become a minority stock holder and the original stockholders of the Company have become the majority stockholders as a group. The newly structured Company decided to change its name to EastBridge Investment Group Corporation (EBIG) effective August 1, 2005 to more accurately reflect its new business focus on investment projects.

In 2005, EBIG decided to exit the mobile video game market and dedicate itself to providing investment related services in Asia, with a strong focus on the high GDP growth countries such as China and India. EBIG will initially concentrate on the growing investment opportunities in China (Hongkong, mainland, Macao and Taiwan). Its products will be financial services that help small-to-medium-size companies obtain capital to grow their business. EBIG's financial services will be in the form of Joint Ventures, Wholly Foreign Owned Enterprises, Guaranteed Return Ventures, investment banking, financial advisory services or any other financial services allowed by the local government and in compliance with the United States Securities Exchange Commission regulations. In addition, EBIG will also provide marketing, sales, and strategic planning services for its clients to assist them to enter the United States market.

EBIG is one of the very few US companies solely concentrated in marketing financial services to the small-size, but large number of Asian companies that need financial services to help them expand in their local markets. In the business sectors that EastBridge sees a unique opportunity, EastBridge will form its own foreign subsidiaries with local partners to capture the opportunity.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

Cash and cash equivalents

The Company considers all liquid debt instruments with an original maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.

Deposit

As of December 31, 2005, the Company had a security deposit of $1,828.

Revenue recognition

Income taxes

Fair value of financial instruments

Net loss per share

The Company adopted the provisions of Statement of Financial Accounting Standards No. 128, Earnings per Share ("SFAS No. 128"). SFAS No. 128 eliminates the presentation of primary and fully diluted earnings per share ("EPS") and requires presentation of basic and diluted EPS. Basic EPS is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock outstanding for the period and common stock equivalents outstanding at the end of the period.

Stock-based compensation

Segment Reporting

Advertising

The Company's policy is to expense advertising costs as incurred. Advertising expenses for the year ended December 31, 2005 and 2004 were $207 and $87,297, respectively and are included in general and administrative expense.

Risks and Uncertainties

In the normal course of business, the Company is subject to certain risks and uncertainties. The Company provides its product on unsecured credit to most of its customers. Consequently, the Company's ability to collect the amounts due from customers is affected by economic fluctuations and each customer's ability to pay.

Accounting developments

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections". This statement applies to all voluntary changes in accounting principle and requires retrospective application to prior periods' financial statements of changes in accounting principle, unless this would be impracticable. This statement also makes a distinction between "retrospective application" of an accounting principle and the "restatement" of financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company is evaluating the effect the adoption of this interpretation will have on its financial position, cash flows and results of operations.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections." This statement applies to all voluntary changes in accounting principle and requires retrospective application to the prior periods' financial statements of changes in accounting principle, unless this retrospective application would be impracticable. This statement also makes a distinction between "retrospective application" of an accounting principle and the "restatement" of financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company is evaluating the effect the adoption of this statement will have on its financial position, cash flows and results of operations.

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instrument - an amendment of FASB Statements No. 133 and 140." This Statement amends FASB Statements No. 133, "Accounting for Derivative Instruments and Hedging Activities," and No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." This Statement resolves issues addressed in FASB Statement No. 133 Implementation Issue No. D1, "Application of Statement 133 to Beneficial Interests in Securitized Financial Assets." The Company believes that the adoption of this standard will have no material impact on its consolidated financial statements.

In March 2006 FASB issued SFAS 156, "Accounting for Servicing of Financial Assets." This Statement amends FASB Statement No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:

Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract.

Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.

Permits an entity to choose 'Amortization method' or 'Fair value measurement method' for each class of separately recognized servicing assets and servicing liabilities.

At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity's exposure to changes in fair value of servicing assets or servicing liabilities that a server elects to subsequently measure at fair value.

Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the Balance Sheet and additional disclosures for all separately recognized servicing assets and servicing liabilities.

This Statement is effective as of the beginning of the Company's first fiscal year that begins after September 15, 2006. Management believes that this statement will not have a significant impact on the financial statements

NOTE 3 - DUE TO OFFICER

The Company received advances from officers of the Company amounting $247,823 and $579,055 as of December 31, 2005 and 2004, respectively. The interest rates on these advances vary from 5% - 36% per year, are unsecured and due on demand. The interest on these advances for the years ended December 31, 2005 and 2004 amounted to $12,136 and $45,540, respectively. These amounts have been accrued and are included in due to officers.

NOTE 4 - DUE TO RELATED PARTIES

The Company received advances from a related party (HPE) amounting to $250,000 as of June 30, 2004. The advance carries an interest rate of 20% per year, is unsecured and due on demand. The company also received advances from PHI (see note 1) amounting to $662,056 as of June 30, 2004. This advance was unsecured and interest free.

The interest on these advances for the years ended December 31, 2005 and 2004 amounted to $25,139 and $51,111, respectively. These amounts have been accrued and are included in due to related parties.

These advances and accrued interest have been written off as part of the Company's reorganization plan as of June 30, 2005. (see Note 6)

NOTE 5 - DISCONTINUED OPERATIONS

On June 30, 2005, the Company decided to exit the mobile video game market and dedicate itself to providing investment related services in Asia. The revenues, costs, and expenses directly associated with this discontinued business have been classified as discontinued operations on the income statement. Corporate expenses such as interest expense have not been allocated to discontinued operations. Revenue recorded within loss from operations of discontinued business was $15,904 in 2005. The total loss from discontinued operations for 2005 was $288,943.

NOTE 6 - RESTRUCTURING

On June 30, 2005 the Company and PHI, agreed to financial and ownership restructuring and executed a formal agreement to return the majority ownership of the Company to its original stockholders in exchange for a forgiveness of advances and obligations owed to the Company and its original stockholders. As a result of the re-structuring, $277,402 of accounts payable, $708,252 of advances due to officers, and $975,156 of advances due to related parties were forgiven with a resulting offset to Additional Paid in Capital. As part of the restructure, some of the accounts were settled for less than the amount owed and were paid by PHI. The settlement resulted in a $28,193 gain and is reflected in the Income Statement under Gain on Settlement of Debts.

NOTE 7 - INCOME TAXES

No provision was made for income taxes since the Company has significant net operating loss carryforwards. At June 30, 2005 and 2004, the Company has a net operating loss carryforward for federal tax purposes approximately of $2,007,000 and $1,360,000, respectively. Differences between financial statement and tax losses consist primarily of amortization allowance were immaterial at December 31, 2005 and 2004. The net operating loss carryforwards may be used to reduce taxable income through the year 2023. The availability of the Company's net operating loss carryforwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company's stock.

The Company has deferred tax assets of $803,000 and $544,000 approximately at December 31, 2005 and 2004 relating to its net operating losses. A valuation allowance is provided for deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company provided a 100% valuation allowance for these deferred tax assets.

NOTE 8 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of business. Through December 31, 2005, the Company had incurred cumulative losses of $2,535,724 which includes the loss of $298,025 and income of $74,602 for the periods ended December 31, 2005 and 2004, respectively and negative working capital of $603,610 and $2,237,656 as of December 31, 2005 and 2004, respectively.

Management plans to take the following steps that it believes will be sufficient to provide the Company with the ability to continue in existence. (i) Management intends to continue to raise additional financing through private equity or debt financing to pay down Company debt and/or reduce the cost of debt service. (ii) Management is also planning to gain access to public capital markets. In this regard, the Company and the Company's major stakeholders entered into an agreement with Providential Holding, Inc. (PHI) to cancel the major notes and debts in exchange for most of the issued and outstanding shares of the Company through management restructuring see (note1). (iii) Management intends to increase revenues and is actively pursuing additional contracts in several markets overseas.

NOTE 9 - EQUITY TRANSACTIONS

The Company has 300,000,000 shares of common stock authorized with no par value, 93,339,392 were outstanding during 2004 and 2005. During 2004 and 2005 there were no additional shares issued, however as a result of the restructuring, $1,932,617 was transferred from debt to additional paid in capital.

EASTBRIDGE INVESTMENT GROUP CORPORATION

Balance Sheet

Periods Ended March 31, 2006 and June 30, 2006

(Unaudited)

			For the Year	For the Period		For the Period
			Ended December 31,	Ended March 31,	CF change	Ended June 30,	CF change
			2005	2006	1st Q 06	2006	2nd Q 06
	ASSETS
Current assets:
	Cash and cash equivalents		$ 1,803	$ 2,751	(947)	$ 2,741	(938)
		Total current assets	1,803	2,751		2,741
					-
Deposits			1,828	1,828	-	1,828	-
					-
		Total assets	$ 3,632	$ 4,579		$ 4,569
					-
	LIABILITIES AND STOCKHOLDERS' EQUITY				-
Current liabilities:					-
	Accounts payable and accrued expenses		$ 338,291	$ 347,478	(9,188)	$ 356,666	(18,375)
	Due to officers		247,823	309,073	(61,250)	379,023	(131,200)
	Other current liabilities		19,300	19,300	-	19,300	-
		Total current liabilities	605,413	675,851		754,988
					-
Contingencies			-	-	-	-
					-

Stockholders' equity:						-
	Common stock, no par value; 300,000,000 shares authorized;					-
		98,339,392 issued and outstanding	1,325	1,325		-	1,325		-
	Additional paid-in-capital		1,932,617	1,932,617		-	1,932,617		-
	Accumulated deficit		(2,535,724)	(2,605,214)		69,490	(2,684,361)		148,637
		Total stockholders' equity	(601,782)	(671,272)			(750,419)
		Total liabilities and stockholders' equity	$ 3,632	$ 4,579			$ 4,569


				(673,100)	workg cap		(752,247)	workg cap

EASTBRIDGE INVESTMENT GROUP CORPORATION

Statement of Earnings

Periods Ended March 31, 2006 and June 30, 2006

(Unaudited)

For the 3 mos

For the 6 mos

			Ended March 31,	Ended June 30,
			2006	2006
From discontinued operations:
Revenues from discontinued operations
	Sales		5,370	5,370
Cost of sales from discontinued operations			-	968
Gross profit from discontinued operations			5,370	4,402

Expenses from discontinued operations:
	Salaries and wages		70,438	140,875
	Professional services		1,232	6,115
	General and administrative		3,191	6,049
		Total operating expenses	74,860	153,039
Loss from discontinued operations			(69,490)	(148,637)

Net loss			$ (69,490)	$ (148,637)

Net income (loss) per share - basic and diluted:
	Net loss		$ (0.00)	$ (0.00)

Weighted average number
	of shares outstanding - basic and diluted		98,339,392	98,339,392

EASTBRIDGE INVESTMENT GROUP CORPORATION

Statement of Cash Flows

Periods Ended March 31, 2006 and June 30, 2006

(Unaudited)

				3 months	6 months
				March 31,	June 30,
				2006	2006
Cash flows from operating activities:
	Net loss from continuing operations			$ (69,490)	$(148,637)
	Adjustments to reconcile net loss to net cash used in operating activities:
	Changes in operating assets and liabilities:
		Increase in accounts payable & acc exp		9,188	18,375
		Increase in due to officers		61,250	131,200
	Net cash used in operating activities			947	938
Net increase (decrease) in cash				947	938
Cash and cash equivalents, beginning of period				1,803	1,803
Cash and cash equivalents, end of period				$ 2,751	$ 2,741

			Cash per TB:	2,751	2,741
			diff:	0.00	(0)

EASTBRIDGE INVESTMENT GROUP CORPORATION

Note of Financial Statements (March 31, 2006)

NOTE 1 - COMPANY OVERVIEW

EastBridge Investment Group Corporation (formally ATC Technology Corporation) (the "Company" or "EBIG) was incorporated in the state of Arizona on June 25, 2001. The Company's principle activity up through June 30, 2005 was to manufacture mobile entertainment products, including VidegoTM, MoviegoTM and GamegoTM. The VidegoTM and MoviegoTM are car theater systems available to consumers. The GamegoTM provides a means to play video game consoles made by Sony, Microsoft and Nintendo, in the car, RV, SUV, van or boat with attachable viewing monitors.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

Cash and cash equivalents

The Company considers all liquid debt instruments with an original maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.

Deposit

As of March 31, 2006, the Company had a security deposit of $1,828.

Revenue recognition

Income taxes

Fair value of financial instruments

Net loss per share

The Company adopted the provisions of Statement of Financial Accounting Standards No. 128, Earnings per Share ("SFAS No. 128"). SFAS No. 128 eliminates the presentation of primary and fully diluted earnings per share ("EPS") and requires presentation of basic and diluted EPS. Basic EPS is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock outstanding for the period and common stock equivalents outstanding at the end of the period.

Stock-based compensation

Segment Reporting

Advertising

The Company's policy is to expense advertising costs as incurred. No advertising was expensed during the first quarter of 2006.

Risks and Uncertainties

Accounting developments

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections." This statement applies to all voluntary changes in accounting principle and requires retrospective application to the prior periods' financial statements of changes in accounting principle, unless this retrospective application would be impracticable. This statement also makes a distinction between "retrospective application" of an accounting principle and the "restatement" of financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company is evaluating the effect the adoption of this statement will have on its financial position, cash flows and results of operations.

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140." This Statement amends FASB Statements No. 133, "Accounting for Derivative Instruments and Hedging Activities," and No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." This Statement resolves issues addressed in FASB Statement No. 133 Implementation Issue No. D1, "Application of Statement 133 to Beneficial Interests in Securitized Financial Assets." The Company believes that the adoption of this standard will have no material impact on its consolidated financial statements.

Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract.

Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.

Permits an entity to choose 'Amortization method' or 'Fair value measurement method' for each class of separately recognized servicing assets and servicing liabilities.

NOTE 3 - DUE TO OFFICERS

The Company received advances from officers of the Company amounting to $309,073 as of March 31, 2006. These amounts include $61,250 of accrued wages for the first quarter of 2006. These advances are interest free and payable on demand.

NOTE 4 - OTHER CURRENT LIABILITES

As of March 31, 2006, the Company recorded $19,300 as a payable for a lease at a previous location. Since the liability is for a previous obligation and could be called at any time, it has been classified under other current liabilities.

NOTE 5 - DISCONTINUED OPERATIONS

On June 30, 2005, the Company decided to exit the mobile video game market and enter the more profitable world of investment related services in the Far East countries. The revenues, costs, and expenses directly associated with this business have been classified as discontinued operations on the income statement. Corporate expenses such as interest expense have not been allocated to discontinued operations. Revenue recorded within loss from operations of discontinued business was $5,370 as of March 31, 2006. The total loss from discontinued operations as of March 31, 2006 was $69,490.

NOTE 6 - INCOME TAXES

No provision was made for income taxes since the Company has significant net operating loss carryforwards. At March 31, 2006, the Company has a net operating loss carryforward for federal tax purposes approximately of $2,007,000. Differences between financial statement and tax losses consist primarily of amortization allowance were immaterial at March 31, 2006 The net operating loss carryforwards may be used to reduce taxable income through the year 2023. The availability of the Company's net operating loss carryforwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company's stock.

The Company has deferred tax assets of approximately $803,000 at March 31, 2006 relating to its net operating losses. A valuation allowance is provided for deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company provided a 100% valuation allowance for these deferred tax assets.

NOTE 7 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of business. Through March 31, 2006, the Company had incurred cumulative losses of $2,605,214 which includes the loss of $69,490 for the period ended March 31, 2006 and negative working capital of $673,100 as of March 31, 2006.

EASTBRIDGE INVESTMENT GROUP CORPORATION

Note of Financial Statements (June 30, 2006)

NOTE 1 - COMPANY OVERVIEW

EastBridge Investment Group Corporation (formally ATC Technology Corporation) (the "Company" or "EBIG? was incorporated in the state of Arizona on June 25, 2001. The Company's principle activity up through June 30, 2005 was to manufacture mobile entertainment products, including VidegoTM, MoviegoTM and GamegoTM. The VidegoTM and MoviegoTM are car theater systems available to consumers. The GamegoTM provides a means to play video game consoles made by Sony, Microsoft and Nintendo, in the car, RV, SUV, van or boat with attachable viewing monitors.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

Cash and cash equivalents

The Company considers all liquid debt instruments with an original maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.

Deposit

As of June 30, 2006, the Company had a security deposit of $1,828.

Revenue recognition

Income taxes

Fair value of financial instruments

Net loss per share

The Company adopted the provisions of Statement of Financial Accounting Standards No. 128, Earnings per Share ("SFAS No. 128"). SFAS No. 128 eliminates the presentation of primary and fully diluted earnings per share ("EPS") and requires presentation of basic and diluted EPS. Basic EPS is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock outstanding for the period and common stock equivalents outstanding at the end of the period.

Stock-based compensation

SFAS No. 123 prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123 requires compensation expense to be recorded (i) using the new fair value method or (ii) using the existing accounting rules prescribed by Accounting Principles Board Opinion No. 25, “Accounting for stock issued to employees?(APB 25) and related interpretations with proforma disclosure of what net income and earnings per share would have been had the Company adopted the new fair value method. The Company has chosen to account for stock-based compensation using Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and has adopted the disclosure only provisions of SFAS 123. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of the grant over the amount an employee is required to pay for the stock. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Valuation of shares for services is based on the estimated fair market value of the services performed.

Segment Reporting

Advertising

The Company's policy is to expense advertising costs as incurred. No advertising was expensed during the second quarter of 2006.

Risks and Uncertainties

Accounting developments

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections." This statement applies to all voluntary changes in accounting principle and requires retrospective application to the prior periods?financial statements of changes in accounting principle, unless this retrospective application would be impracticable. This statement also makes a distinction between "retrospective application" of an accounting principle and the "restatement" of financial statements to reflect the correction of an error. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company is evaluating the effect the adoption of this statement will have on its financial position, cash flows and results of operations.

Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract.

Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.

Permits an entity to choose 'Amortization method' or 'Fair value measurement method' for each class of separately recognized servicing assets and servicing liabilities.

NOTE 3 - DUE TO OFFICERS

The Company received advances from officers of the Company amounting to $379,023 as of June 30, 2006. These amounts include $122,500 of accrued wages for the first two quarters of 2006. These advances are interest free and payable on demand.

NOTE 4 - OTHER CURRENT LIABILITES

As of June 30, 2006, the Company recorded $19,300 as a payable for a lease at a previous location. Since the liability is for a previous obligation and could be called at any time, it has been classified under other current liabilities.

NOTE 5 - DISCONTINUED OPERATIONS

On June 30, 2005, the Company decided to exit the mobile video game market and enter the more profitable world of investment related services in the Far East countries. The revenues, costs, and expenses directly associated with this business have been classified as discontinued operations on the income statement. Corporate expenses such as interest expense have not been allocated to discontinued operations. Revenue recorded within loss from operations of discontinued business was $5,370 in 2006. The total loss from discontinued operations as of June 30, 2006 was $148,637.

NOTE 6 - INCOME TAXES

No provision was made for income taxes since the Company has significant net operating loss carryforwards. At June 30, 2006, the Company has a net operating loss carryforward for federal tax purposes approximately of $2,007,000. Differences between financial statement and tax losses consist primarily of amortization allowance were immaterial at June 30, 2006 The net operating loss carryforwards may be used to reduce taxable income through the year 2023. The availability of the Company's net operating loss carryforwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company's stock.

The Company has deferred tax assets of approximately $803,000 at June 30, 2006 relating to its net operating losses. A valuation allowance is provided for deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company provided a 100% valuation allowance for these deferred tax assets.

NOTE 7 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of business. Through June 30, 2006, the Company had incurred cumulative losses of $2,684,361 which includes the loss of $148,637 for the period ended June 30, 2006 and negative working capital of $752,247 as of June 30, 2006.

PART III EXHIBITS

The following exhibits are included as part of this Form 10-SB. References to "the Company" in this Exhibit List mean EastBridge Investment Group Corporation, an Arizona corporation.

Exhibit Number	Description
2.1	Plan of reorganization and exchange agreement
3.1	Articles of incorporation of EastBridge Investment Group Corporation
3.2	Articles of incorporation of EastBridge Investment Group Corporation, as amended
3.3	Corporate bylaws for EastBridge Investment Group Corporation
4.1	Form of stock lock-up agreement
10.1	Employment agreement between Eastbridge Investment Group Corporation and Keith Wong
10.2	Employment agreement between Eastbridge Investment Group Corporation and Norm Klein
14.1	Code of ethics for EastBridge Investment Group Corporation
23.1	Consent of EastBridge Investment Group Corporation’s auditors
99.1	Articles of Amendment for Name Change for EastBridge Investment Group Corporation

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

EastBridge Investment Group Corporation

By: /s/ Keith Wong

Keith Wong

President, Chief Executive Officer and Director

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION OF

ATC TECHNOLOGY CORPORATION

Pursuant to the provisions of A.R.S. §10-1006, Arizona Business Corporation Act, the undersigned, being the President of ATC TECHNOLOGY CORPORATION, does hereby state as follows:

The name of the corporation is ATC TECHNOLOGY CORPORATION.

Attached hereto as Exhibit A is the text of each amendment to the Articles of Incorporation adopted.

One amendment provides for the exchange, reclassification or cancellation of issued shares. Such actions will be implemented as follows:

Adoption of a Stock Exchange Agreement to be approved by the Board of Directors and Shareholders of the Corporation.

The amendments were unanimously adopted by the Board of Directors on the 14th day of June, 2004.

The amendments were unanimously approved by the shareholders on the 14th day of June, 2004. The corporation has 1,000 shares of outstanding and issued common stock, and all shares are entitled to vote herein. All shares voted for such Amendment.

DATED this 14th day of June, 2004.

By /s/ Keith Wong

Keith Wong, President

EXHIBIT A

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
ATC TECHNOLOGY CORPORATION

Article IV of the Articles of Incorporation is amended to read as follows:

ARTICLE IV

Common and Preferred Stock

The authorized common stock of this corporation shall be Three Hundred Million (300,000,000) shares, having no par value.

The authorized preferred stock of the corporation shall be One Hundred Million (100,000,000) shares, without par value. The preferred stock may be issued, from time to time, in one or more series, each of such series to have such designation and such relative voting, dividend, liquidation, conversion and other rights, preferences and limitations as are fixed by the Board of Directors from time to time. Authority is hereby expressly vested in and granted to the Board of Directors of this Corporation, from time to time, subject to the provisions of this paragraph, to adopt a resolution or resolutions dividing the shares of preferred stock into one or more series and, with respect to each such series, fixing the following:

(a)

The number of shares to constitute such series and the distinctive designation thereof;

(b)

The dividend rate on the shares of such series, if any, the date or dates on which dividends may be payable and the extent to which dividends may be cumulative;

(c)

The times, if any, when and the prices at which shares of such series shall be redeemable, the limitations and restrictions with respect to such redemptions and the amount, if any, in addition to any accumulated dividends thereon which the holders of shares of such series shall be entitled to receive upon the redemption thereof, which amount may vary at different redemption dates and may differ in the case of shares redeemed through the operation of any purchase, retirement or sinking fund from the shares otherwise redeemed.

d) The amount, if any, in addition to any accumulated dividends thereon, which the holders of shares of such series shall be entitled to receive upon the liquidation, dissolution or winding-up of this Corporation, which amount may vary depending on whether such liquidation, dissolution or winding-up is voluntary or involuntary and, if voluntary, may vary at different dates;

(e)

Whether or not the shares of such series shall be subject to the operation of a purchase, retirement or sinking fund and, if so, the extent to and manner in which such purchase, retirement UL sinking fund shall be applied to the purchase or redemption of the shares of such series for retirement or for other corporate purposes and the terms and provisions relative to the operation of said fund or funds;

(f)

Whether or not the shares of such series shall be convertible into shares of stock of any other class or classes, or of any other series of Preferred Stock or series of other class of shares, and if so convertible, the price or prices, the rate or rates of conversion and the method, if any, of adjusting the same;

(g)

The limitations and restrictions, if any, to be effective while any shares of such series are outstanding upon the payment of dividends or making of other distributions on, and upon the purchase, redemption or other acquisition by this Corporation or any subsidiary of, the Common Stock or any other class or series of stock of this Corporation ranking on a parity with or junior to the shares of such series either as to dividends or upon liquidation;

(h)

The conditions or restrictions, if any, upon the creation of indebtedness of this Corporation or of any subsidiary, or upon the issue of any additional stock (including additional shares of such series or of

any other series or of any other class) ranking on a parity with or prior to the shares of such series either as to dividends or upon liquidation;

(i)

The regular and/or special voting powers, if any, of such series; and,

(j)

Such other preferences and relative, participating, optional or other special rights, or qualifications, limitations or restrictions, as shall not be inconsistent with this Article or applicable law. The Board of Directors also shall have authority to change the designation of shares, or the relative rights, preferences and limitations of the shares, of any theretofore established series of preferred stock, no shares of which have been issued and, further, the Board shall have authority to increase or decrease the number of shares of any series previously determined by it (provided, however, that the number of shares of any series shall not be decreased to a number less than that of the shares of that series then outstanding).

The shares of common and preferred stock of the corporation shall be issuable for such consideration as is specified by the Board of Directors in its sole discretion (provided the same is not inconsistent with applicable law or the express provisions of these Articles), and upon receipt by this corporation of the consideration so specified, the shares so issued shall be deemed to be fully paid and non-assessable for all purposes.

Each issued and outstanding share of common stock of the corporation shall be exchanged for Eighty Thousand (80,000) shares of common stock of the corporation.

Article VIII of the Articles of Incorporation is amended to read as follows:

ARTICLE VIII

Liability of Directors

To the fullest extent permitted by the Arizona Revised Statutes, as the same exists or may hereafter be amended, a Director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for any action taken or amendment, or modification of this Article, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or omission of a Director of the Corporation occurring prior to such repeal, amendment or modification.

Articles IX of the Articles of Incorporation is amended to read as follows:

ARTICLE IX

Indemnification of Officers, Directors, Employees and Agents

The corporation shall indemnify any person who incurs expenses or liabilities by reason of the fact he or she is or was an officer, director, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. This indemnification shall be mandatory in all circumstances in which indemnification is permitted by law.

STATE OF ARIZONA
CORPORATION COMMISSION

I hereby certify this to be e true

and complete copy of the document filed in this office and admitted to record in File No. 0993713-5

_______________

Executive Secretary

Dated: 7-16-04 By: /s/Pam Bedard

BYLAWS
OF
ATC TECHNOLOGY CORPORATION

OFFICES.

1.01 Principal Office. The corporation shall maintain a principal office in Maricopa County, Arizona.

1.02. Other Offices. The corporation may also maintain offices at such other place or places, either within or without the State of Arizona, as may be designated from time to time by the Board of Directors, and the business of the corporation may be transacted at such other places with the same effect as that conducted at the principal office.

CORPORATE SEAL.

2.01. A corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the corporation, but, nevertheless, if a corporate seal shall be used, such seal shall have inscribed thereon the name of the corporation and the state and year of incorporation.

CERTIFICATES REPRESENTING SHARES.

3.01. Form Thereof. Each certificate representing shares of the corporation shall be in such form as may from time to time be approved by the Board of Directors. All certificates for shares shall be consecutively numbered or otherwise identified and shall state on the face thereof: (a) that the corporation is organized under the laws of the State of Arizona; (b) the name of the person to whom issued; (c) the number and class of the shares; and (d) the share value of each share or statement that the shares are without par value. The name and address to whom the shares represented are thereby issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation.

3.02. Signatures and Seal Thereon. All certificates issued for shares of the corporation (whether new, reissued or transferred) shall bear the signatures of the president or a vice-president, and of the secretary or an assistant secretary, and the impression of the corporation's seal.

3.03. Transfers of Shares. Transfers of shares of the corporation may be made on the stock transfer books of the corporation only at the direction of the person named in the certificate therefore (or by his duly authorized attorney-in-fact) and upon surrender of such certificate. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificates for a like number of shares have been surrendered and cancelled, except that in the case of a lost, destroyed, or mutilated certificate, a new certificate shall be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

3.04. Ownership. The corporation shall be entitled to treat the registered owner of any share as the absolute owner thereof and, accordingly, will not be bound to recognize any beneficial, equitable or other claim to, or interest in such share on the part of any other person, whether or not it has notice thereof, except as may be expressly provided by applicable law.

3.05. Restricted Stock. The corporation, by and through its Board of Directors and/or shareholders, shall have the right to enter into agreements containing restrictions on the transfer or disposition of corporate stock. Any such restrictions shall set forth on the face or back of each certificate one of the following: (a) a statement of the terms of the restriction; (b) a summary of the terms of the restriction and a statement that the corporation will mail to the shareholder a copy of such restriction without charge within five (5) days after receipt of a written request therefore; (c) if the restriction is contained in an instrument in writing to which the corporation is a party, a statement to that effect and a statement that the corporation will mail to the shareholder a copy of such restriction without charge within five (5) days after receipt of written request therefore; or (d) if the restriction is contained in an instrument in writing in which the corporation is not a party thereto, a statement to that effect and a statement that the corporation or a party to the instrument will mail to the shareholder a copy of such restriction without charge within five (5) days after receipt of written request therefore. Upon compliance with the above, any transfer or disposition of such shares shall be subject to said agreements.

4. SHAREHOLDERS.

4.01. Annual Meeting. The annual meeting of the shareholders shall be held on the first Tuesday in June, if not a legal holiday; if a legal holiday, then on the next secular day following, or any such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At the annual meeting, the shareholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

4.02. Special Meeting of Shareholders. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors or at the request in writing of shareholders owning a majority of the entire capital stock of the corporation issued, outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

4.03. Place of Meeting. All meetings of shareholders shall be held at such place as may be fixed from time to time by the Board of Directors or, in the absence of direction by the Board of Directors, by the president or secretary of the corporation, either within or without the State of Arizona, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

4.04. Notice of Annual Meetings. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each shareholder of record entitled to vote at such meeting not less than ten (10) or more than fifty (50) days before the date of the meeting. Shareholders entitled to vote at the meeting shall be determined as of four o'clock (4:00 p.m.) in the afternoon on the day before notice of the meeting is sent.

4.05. List of Shareholders. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder for any purpose germane to the meeting during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place with in the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder present.

4.06. Notice of Special Meetings. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten (10) nor more than fifty (50) days before the date of the meeting to each shareholder of record entitled to vote at such meeting. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice. Shareholders entitled to vote at the meeting shall be determined as of four o'clock (4:00 p.m.) in the afternoon on the day before notice of the meeting is sent.

4.07. Quorum and Adjournment. The holders of a majority of the shares issued, outstanding, and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting to another time or place, without notice other than announcement at the meeting at which adjournment is taken, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than THIRTY (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting, as determined pursuant to Section 4.06 of these Bylaws.

4.08. Majority Required. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power present, whether in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the Articles of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

4.09.

Voting.

At every meeting of the shareholders, each shareholder shall be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted or acted upon after eleven (11) months from its date, unless the proxy provides for a longer period.

4.10. Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of all of the outstanding shares entitled to vote with respect to the subject matter of the action.

4.11. Waiver of Notice. Attendance of a shareholder at a meeting shall constitute waiver of notice of such meeting, except when such attendance at the meeting is for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any shareholder may waive notice of any annual or special meeting of shareholders by executing a written notice of waiver either before or after the time of the meeting.

5. DIRECTORS.

5.01. Powers. The business and affairs of the corporation shall be managed by its Board of Directors, which may exercise ail such powers of the corporation and do all such lawful acts as are not by statute, the Articles of Incorporation, or these By-Laws directed or required to be exercised or done by the shareholders.

5.02. Number. The number of directors of the corporation shall be not less than one (1) nor more than seven (7). The original number of directors of this corporation shall be set forth in the Articles of Incorporation, but said number may be increased or decreased within the above limits by a two-thirds (2/3) vote of the outstanding shares of stock of the corporation at any special meeting called for that purpose.

5.03. Place of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Arizona, at such places as shall from time to time be determined by the Board of Directors.

5.04. Annual Meetings. The first meeting of each newly elected Board of Directors shall be held immediately following the

annual meeting of shareholders and in the same place as the annual meeting of shareholders, and no notice to the newly elected directors of such meeting shall be necessary in order legally to hold the meeting, providing a quorum shall be present. In the event such meeting is not held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver by all of the Directors.

5.05. Regular Meetings. Regular meetings of the Board of Directors shall be held at such place and time as the Board of Directors shall designate,

5.06. Special Meetings. Special meetings of the Board may be called by the president or the secretary on TWO (2) day's notice to each director, either personally, by mail, by telegram, or by telephone; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of one (1) director.

5.07. Quorum. A majority of the membership of the Board of Directors shall constitute a quorum and the concurrence of a majority of those present shall be sufficient to conduct the business of the Board, except as may be otherwise specifically

provided by statute or by the Articles of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors then present may adjourn the meeting to another time or place, without notice other than announcement at the meeting, until a quorum shall be present.

5.08. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or Committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes or proceedings of the Board or Committee.

5.09. Compensation. The directors may be paid their expenses, if any, or attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like compensation for attending committee meetings. The amount or rate of such compensation of members of the Board of Directors or of committees shall be established by the Board of Directors and shall be set forth in the minutes of the Board.

5.10. Waiver of Notice. Attendance of a director at a meeting shall constitute waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any director may waive notice of any annual, regular, or special meeting of the directors by executing a written notice of waiver either before or after the time of the meeting.

5.11. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by election at a special meeting of the shareholders called for that purpose. Such shareholders' meeting shall be called by the secretary and held within thirty (30) days of the vacancy. The newly elected director shall serve for the unexpired term of his or her predecessor. Until such election, the remaining directors shall, for all purposes, constitute the entire Board of Directors.

5.12. Meeting Without Notice. A meeting of the Board of Directors may be held at any time without notice, provided all directors consent to the holding of such meeting.

5.13. Tenure and Qualifications. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. Directors need not be residents of the State of Arizona or shareholders of the corporation.

5.14.

Removal of Directors.

At a special meeting of shareholders called expressly for that purpose, directors may be removed in the manner herein set forth. Any Director or the entire Board of Directors may be removed, with or without cause by vote of the holders of the majority of the shares then entitled to vote at an election of directors.

5.15. Recording of Negative Votes. A director who is present at a meeting of the Board of Directors at which any action is taken shall be presumed to have assented to such action unless his dissent to such action shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the secretary before the adjournment thereof or forward such dissent to the secretary by certified mail before five o'clock (5:00 p.m.) the next day which is not a holiday or Saturday or Sunday after the adjournment of the meeting. No right to dissent shall apply to a director who voted in favor of such action.

6. OFFICERS.

6.01. Designation of Titles. The officers of the corporation shall be chosen by the Board of Directors and shall be a president, vice president, a secretary and a treasurer. Unless the Board of Directors shall decide to elect fewer or additional officers. The Board of directors may also choose a chairman of the Board, additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices, including the offices of president and secretary, may be held by the same person, if necessary to comply with the Arizona Professional Corporation Act.

6.02. Appointment of Officers. The Board of Directors at its first meeting after each annual meeting of shareholders shall choose a president, a secretary and a treasurer, and may choose a chairman of the Board, each of whom shall serve at the pleasure of the Board of Directors. The Board of Directors at any time may appoint such officers and agents as it shall deem necessary to hold offices at the pleasure of the Board of Directors and to exercise such powers and perform such duties as shall be determined from time to time by the Board.

6.03. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. The salaries of the officers or the rate by which salaries are fixed shall be set forth in the minutes of the meetings of the Board of Directors or by employment agreements as approved by the Board of Directors.

6.04. Vacancies. A vacancy in any office, because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors at any time.

6.05. Chairman of the Board. The Chairman of the Board, if one shall have been appointed and be serving, shall preside at all meetings of the Board UL Directors and shall perform such other duties as from time to time may be assigned to him or her.

6.06. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever it its judgment the best interests of the corporation would be served thereby.

6.07. President. The president shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the secretary or any other officer of the corporation thereunto authorized by the Board of Directors, certificates of shares of the corporation, any deeds, mortgages, bonds, contracts or other instruments for which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties as may be prescribed by the Board of Directors from time to time.

6.08. Vice-Presidents. There shall be as many vice-presidents as shall be determined by the Board of Directors from time to time, and they shall perform such duties as from time to time may be assigned to them. Any one of the vice-presidents as authorized by the Board shall have all powers and perform all the duties of the president in case of the temporary absence of the president or in his or her temporary inability to act, subject to the provisions of Section 6.12 hereof. In case of the permanent absence or inability of the president to act, the office shall be declared vacant by the Board of Directors and a successor chosen by the Board.

6.09. Secretary. The secretary shall:

(a)

keep the minutes of the shareholders' meetings and of the Board of directors' meetings in one or more books provided for that purpose; any non-member of the Board of Directors may also keep such minutes;

(b)

see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law;

(c)

be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized;

(d)

keep a register of the post office address or each shareholder which shall be furnished to the secretary by such shareholder;

(e)

sign with the president, or a vice-president, certificates of shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;

(f)

have general charge of the stock transfer books of the corporation;

(g)

in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the Board of Directors.

6.10. Treasurer. The treasurer shall have general custody of all the funds and securities of the corporation except such as may be required by law to be deposited with any government official. He or she shall see to the deposit of the funds of the corporation in such bank or banks as the Board of Directors may designate. Regular books of account shall be kept under his or her direction and supervision, and he or she shall render financial statements to the president, directors and shareholders at proper times. The treasurer shall have charge of the preparation and filing of such reports, financial statements, and returns as may be required by law. He or she shall give to the corporation such fidelity bond as may be required, and the premium therefore shall be paid by the corporation as an operating expense.

6.11. Assistant Secretaries and Assistant Treasurers, The assistant secretaries, when authorized by the Board of Directors, may sign with the president or vice-president, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors. The assistant treasurers shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or by the Board of Directors.

CONTRACTS, LOANS CHECKS AND DEPOSITS.

7.01. Contracts. The Board of Directors may authorize an officer or officers, agent or agents, to enter into any contracts or execute and deliver any instrument in the name of the corporation and on its own behalf, and such authority may be general or confined to specific instances.

7.02. Loans. No loans shall be contracted for or on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to
specific instances.

7.03. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

7.04. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of directors may select.

7.05. Loans to Employees and Directors. The corporation shall not lend money or use its credit to assist its directors without authorization by its shareholders. The corporation may, however, lend money to or use its credit to assist any employee or officer of the corporation or of an affiliate corporation, even though he may be a director, or the Board of Directors determines that such loan or assistance may reasonably be expected to benefit the corporation.

8. CONFLICTS OF INTEREST

8.01. No contract or other transaction between this corporation and any other entity or person and no act of this corporation shall in any way be affected or invalidated by the fact that any of the directors or officers of this corporation are pecuniarily or otherwise interested in any contract or transaction of this corporation, provided there is full disclosure of any such interest and such interest shall be disclosed in the minutes of this corporation, and any director of this corporation who is also a director or officer of such other entity or who is so interested, may be counted in determining the existence of a quorum in any meeting of the Board of Directors of this corporation, which shall authorize any such contract or transaction.

9. COMMITTEES.

9.01. The president, by and with the consent and approval of the Board of Directors, shall appoint such committees as may be necessary or required in the operation and conduct of the business and operation of the corporation.

10.

INDEMNIFICATION OF OFFICERS AND DIRECTORS.

10.01. This corporation shall and does hereby indemnify and hold harmless al] of its officers and directors and any of its other agents and employees specifically designated by the Board of Directors, or the corporate president, in connection with any threatened, pending or contemplated action, suit, or proceedings, whether civil, criminal, administrative or investigative, by reason of their relationship to the corporation against expense, costs of defense including attorney's fees, judgments, fines, amounts paid in settlement or otherwise reasonably incurred, to the extent permissible under Arizona Revised Statutes, Section 10005 (A), (B), (C) and in the manner set forth in Arizona Revised Statutes, Section 10-005 (0), provided such indemnification is permitted under the federal statutes and regulations promulgated thereunder.

11.

AMENDMENTS.

11.01. These By-Laws may be amended, rescinded or changed by a unanimous vote of the Board of Directors or a majority vote of the shareholders at a special meeting called for that purpose.

12.

PREEMPTIVE RIGHTS.

12.01. There shall be no preemptive rights unless provided for in the Articles or unless a TWO-THIRDS (2/3) majority of all shareholders entitled to vote shall approve the preemptive rights of shareholders at a proper meeting of shareholders.

APPROVED this 25th day of June, 2001.

/s/ Keith Wong

Keith K. Wong, Sole Director

Exhibit 14.1

EASTBRIDGE INVESTMENT CORPORATION, INC.

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

The conduct of Senior Financial Officers shall be governed by this Code of Ethics, pursuant to Section 406 of the Sarbanes-Oxley Act, in order to deter wrongdoing and to promote:

- Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

- Full, fair, accurate, timely and understandable disclosure in reports and documents that company files with, or submits to, the Commission and in other public communications made by the Company;

- Compliance with applicable governmental laws, rules and regulations;

- The prompt internal reporting of violations of the Code to the appropriate person or persons identified in the Code; and

- Accountability for adherence to the Code.

The Chief Executive Officer, the Chief Financial Officer, the Controller, and other senior officers performing financial management functions shall maintain the highest standards in performing their duties.

Federal law requires the Company to set forth guidelines pursuant to which the principal executive officer and senior financial management employees perform their duties. Employees subject to this requirement include the chief executive officer, the chief financial officer, controller or chief accounting officer, and any person who performs similar functions. However, the Company expects that all employees who participate in the preparation of any part of the Company's financial statements should follow these guidelines:

- Act with honesty and integrity, avoiding violations of the Code, including actual or apparent conflicts of interest with the Company in personal and professional relationships.

- Disclose to the Governance Compliance Officer any material transaction or relationship that reasonably could be expected to give rise to any violations of the Code, including actual or apparent conflicts of interest with the Company.

- Provide the Company's other employees, consultants, and advisors with information that is accurate, complete, objective, relevant, timely, and understandable.

- Endeavor to ensure full, fair, timely, accurate, and understandable disclosure in the Company's periodic reports.

- Comply with rules and regulations of federal, state, and local governments, and other appropriate private and public regulatory agencies.

- Act in good faith, responsibly, and with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be subordinated.

- Respect the confidentiality of information acquired in the course of your work except where you have Company approval or where disclosure is otherwise legally mandated. Confidential information acquired in the course of your work will not be used for personal advantage.

- Maintain skills important and relevant to the Company's needs.

- Proactively promote ethical behavior among peers in your work environment.

- Achieve responsible use of and control over all assets and resources employed or entrusted to you.

- Record or participate in the recording of entries in the Company's books and records that are accurate to the best of your knowledge.

All known or suspected violations of the Code of Ethics shall be reported to the Governance Compliance Officer.

The Corporate Secretary and Governance Compliance Officer will maintain a record of violations of the Code that are reported and of the disposition of each violation. The Company will maintain if the employee so desires, the anonymity of the employee and the confidentiality of the information that is reported. However, in order to conduct an effective investigation, it may not be possible to maintain confidentiality and anonymity.

Senior Financial Officers should assist in any investigation by any regulatory or law enforcement agency, elected officials or others responsible for such matters, concerning matters described in:

a. Section 806 of the Sarbanes-Oxley Act, which relates to fraud,

b. Section 301 of the Sarbanes-Oxley Act, which relates to questionable accounting, internal controls and auditing matters.

c. Item 406 of S.E.C. Regulations S-K which relates to conduct that is not honest and ethical, conflicts of interest, and disclosures in SEC reports and other public disclosures that are not full, fair, accurate, timely and understandable, and

d. Nasdaq listing requirements.

The Company will not retaliate against an officer, director or employee who files, causes to be filed, testifies, participates in, or otherwise assists in a proceeding filed or about to be filed regarding any matter covered in paragraph 3, above.

Any waivers of the Code for directors or executive officers must be approved by the Board and be promptly disclosed to shareholders.

The Company's Audit Committee shall also issue procedures for the reporting to them of complaints regarding accounting, internal accounting controls or auditing matters and submission to them by employees of concerns regarding accounting or auditing matters. Such procedures shall be in addition to, and not in lieu of, any procedures established by this Code of Ethics.

The Governance Compliance Officer shall be appointed by the CEO.

By: /s/ Keith Wong

Keith Wong, President

(Keith Wong)

EMPLOYMENT AGREEMENT

This Employment Agreement is effective as of June 1, 2005 and is made and entered into by ATC Technology Corp , with principal business address at 2101 E. Broadway,#30, Tempe, AZ (hereinafter sometimes called the "Employer"), and Keith Wong, (hereinafter sometimes called the "Employee"). This agreement supercedes all the previous written or oral agreements between Employer and Employee.

WHEREAS , the Employee wishes to be employed by the Employer; and

WHEREAS , the Employer wishes to employ Employee; and

WHEREAS , the Employer and the Employee desire to set forth their employment relationship in writing pursuant to and in accordance with the terms and conditions set forth below:

NOW, THEREFORE , in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

REPRESENTATIONS AND WARRANTIES OF EMPLOYER .

1.1

Employer represents and warrants that:

1.1.1

Employer Authority. Employer has the right, power, legal capacity and authority to enter into, and perform Employer’s obligations under this Agreement, and that no approvals or consents of any persons are necessary in connection with this transaction or such consents have been approved. This Agreement constitutes the valid and binding obligation of Employer enforceable against Employer in accordance with its terms.

1.1.2

No Conflict. Employer has presently no existing conflict or breach with respect to this contract.

1.1.3

Disclosure . No representation or warranty by Employer in this Agreement nor any statement, certificate, or information furnished or to be furnished to Employee pursuant hereto, or in connection with the Employer contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state a fact necessary to make the statements contained herein not misleading.

1.2

Reliance . The foregoing representations and warranties are made by Employer with knowledge and expectation that Employee is relying upon their truth and accuracy.

REPRESENTATIONS AND WARRANTIES OF EMPLOYEE .

2.1

Employee represents and warrants that:

2.1.1

Employee's Authority. Employee has the right, power, legal capacity and authority to enter into, and perform Employee's obligations under this Agreement, and that no approvals or consents of any persons are necessary. This Agreement constitutes the valid and binding obligation of Employee, enforceable against Employee in accordance with its terms.

2.1.2

No Conflict. Employee has presently no existing conflict or breach with respect to this contract.

2.1.3

Disclosure. No representation or warranty by Employee in this agreement nor any statements, certificate, or information furnished or to be furnished to Employer pursuant hereto, or in connection with the employment contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state a fact necessary to make the statements contained herein not misleading.

2.2

Reliance. The foregoing representations and warranties are made by the Employee with knowledge and expectation that Employer is relying upon their truth and accuracy.

EMPLOYMENT. The Employer hereby agrees to hire the Employee as President, Chief Executive Officer and the Employee hereby agrees to serve the Employer in such capacities, upon the terms and conditions set forth in this Agreement.

4. COMPENSATION . Employee shall be directly compensated for services for his full time employment in the annual amount of $240,000, effective June 1, 2005 . The compensation amount may be adjusted as a result of an annual review following the first employment anniversary and thereafter.

TERM . This Agreement shall begin on the date entered above and shall continue until terminated as hereinafter provided.

DUTIES AND STANDARDS .

6.1

The Employee is employed to render services to the Employer as determined by the Employer.

6.2

The Employer shall have the power to direct and control the activities of the Employee.

6.3

Employee shall work full time for the employer and devote all his energy and to the success of the enterprise.

OWNERSHIP OF RECORDS . All papers, records, charts and files including but not limited to company files and “client files” (on paper, on computer, etc.) shall belong to and remain the property of the Employer. Upon termination of the Employee's employment with Employer, Employee shall not be entitled to retain or reproduce such papers, records, charts and files.

8. TIME OFF.

8.1

Vacations. Two weeks.

8.2

Personal Time / Sick Days, same as the other employees.

8.3

Employer observes only the following holidays: same as the other employees .

REIMBURSEMENT OF EXPENSES. All reasonable business related costs and expenses of Employee's activities under this Agreement, and of any facilities and equipment furnished by Employee in connection herewith, shall be paid the Employer.

10.

CONFIDENTIALITY . The parties hereto further acknowledge, and confirm that this Agreement, the Exhibits and all other related documents and instruments as well as the economic terms and conditions of this Agreement shall remain confidential by and among the parties hereto only and their respective legal advisors.

11.

TERMINATION .

11.1

This Agreement shall terminate upon any one of the following occurring:

11.1.1

The death, insanity, partial disability or any sickness that renders Employee unable to perform duties for a continued period of ninety (90) days) or retirement of Employee;

11.1.2

The Employee's expulsion for "cause";

11.1.3

The Employer’s bankruptcy or impending bankruptcy or impending insolvency, which includes but not limited to Employer’s inability to pay, in a timely manner, wage, benefits and salary to Employee.

11.2

The Employee's employment hereunder may be terminated at any time by mutual agreement in writing.

12.

TERMINATION FOR CAUSE .

12.1

For purposes of this Agreement, "cause" shall mean:

12.1.1

Theft by Employee; including, but not limited to, using Employer assets for personal gain.

12.1.2

Employee dishonesty.

12.1.3

Employee's tardiness after notice.

12.1.4

Employee's material or substantial violation of the Employer's established policies.

12.1.5

Employee's refusal or failure to perform the duties assigned to Employee from time to time under this Agreement.

12.1.6

Drug or alcohol abuse by the Employee.

12.1.7 The Employee's conviction of a felony or any crime that reflects adversely on Employee or Employee's character.

12.1.8

Any conduct or action on the Employee's part that causes public discredit on Employee or on the Employer.

12.1.9

Any conduct that is deemed for "cause" under California Employment law, cases, statutes, or regulations.

13.

NON-COMPETE & GOOD FAITH COOPERATION .

13.1 The Employee agrees for a period of one year after the termination of this agreement, except for the reason of Employer filing for bankruptcy or Employer’s insolvency, that he will not compete with Employer in the markets that Employer is active in prior to the termination of this agreement.

13.2 During this period of time, except for the reason of Employer filing for bankruptcy or Employer’s insolvency, the Employee agrees not to solicit any customers or suppliers of the Company. If any current or former customers, accounts, suppliers or vendors of the Employer make any inquiry or request information or advice with respect to continuing or maintaining their relationships with Employer after the effective date, Employee agrees that Employee will encourage and recommend that such inquiring party continue their relationship with Employer.

13.3 Employee agrees not to infringe on any of the Company’s pending patents, trademarks, copyrights or products that are either owned by the Company or being developed by the Company during the term of this agreement.

13.4 Employee further agrees not to take any action following the effective date which could discourage or cause any person, business or entity to terminate, discontinue or reduce the scope of their or its relationships with Employer.

14. NOTICE .

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given via email or fax or registered mail or any of the commercial express mail service to the addresses as follows:

To Employer: ATC Technology Corp

2101 E. Broadway, #30, Tempe, AZ 85282

To Employee: Keith Wong, 6348 E. Doubletree Ranch Road, Paradise Valley, AZ 85253

Any party may change its address for purposes of this section by giving the other party written notice of the new data in the manner set forth above.

15. WAIVER OF JURY TRIAL. Because disputes arising in connection with commercial matters are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes (if any) be resolved by a judge applying such applicable laws. Therefore, to achieve the best combination of the benefits of the judicial system and of arbitration, the parties hereto waive all rights to trial by jury in any action, suit, or proceeding brought to resolve any dispute, whether arising in contract, tort, or otherwise between the parties arising out of, connected with, related to, or incidental to the relationship established between them in connection with this Agreement or matters related hereto.

16.

WAIVER . A waiver of any of the terms and conditions of this Agreement shall not be construed as a general waiver by any Party, and the Party shall be free to reinstate any such term or condition, with or without notice. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a wavier of any other provision, whether or not similar; nor shall any waiver constitute a continuing waiver.

17.

ASSIGNMENT . No Party may assign either this Agreement or any of his/her/its rights, interest, or obligations hereunder without prior written approval of the other Party.

18. COUNTERPARTS . This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

19. GOVERNING LAW . This Agreement shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Arizona. Each of the Parties hereby:

19.1 irrevocably consents and agrees that any legal or equitable action or proceeding arising under or in connection with this Agreement or to which an appeal may be taken in any such litigation shall be brought exclusively in any Federal or State court within the County of Maricopa, Arizona; and

19.2 by execution and delivery of this Agreement, irrevocably submits to and accepts, with respect to any such action or proceeding, for itself and in respect to any of its properties and assets, generally and unconditionally, the jurisdiction of the aforesaid courts, and irrevocable waives any and all rights such Party may now or hereafter have to object to such jurisdiction under the constitution or laws of the State of Arizona or the Constitution or laws of the United States of America or otherwise.

20. AMENDMENTS. No amendment waiver, supplement, modification or variation of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

21. SEVERABILITY OR PARTIAL INVALIDITY. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

22. ATTORNEY’S FEES UPON BREACH. If any Party to this Agreement shall bring any action for any relief against the other, declaratory or otherwise, arising out of this Agreement, the losing Party shall pay to the prevailing Party its actual attorneys fees and all costs incurred in bringing such suit an/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorneys fees and costs incurred in enforcing such judgment. For the purposes of this Section, attorney’s fees shall include, without limitation, fees incurred in the following:

22.1 costs of investigation;

22.2 post-judgment motions;

22.3 proceedings;

22.4 garnishment, levy and debtor and third party examinations;
22.5 discovery;

22.6 bankruptcy litigation; and

22.7 fees for paralegals and legal assistants.

23. NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement, whether expressed or implied, is intended to confer any rights or remedies under, or by reason of, this Agreement on any persons other than the Parties to it and their respective successors and permitted assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third person to any Party to this Agreement, nor shall any provision give any third person any right of subrogation or action over or against any Party to this Agreement.

24. HEADINGS. The subject headings of the Articles, Sections and paragraphs of this Agreement are included for purposes of convenience only and shall not control nor affect the meaning, construction or interpretation of any of its provisions, nor limit the scope or intent of any of its provisions.

25. CONSTRUCTION. The Parties hereto acknowledge and agree that:

25.1 Each Party has participated in the drafting of this Agreement;

25.2 Each Party is represented by legal counsel or has had the opportunity to have this document reviewed by their legal counsel and has waived such review and counsel.

25.3 The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be applied to the interpretation of this Agreement; and

25.4 No inference in favor of, or against, any Party shall be drawn from the fact that one Party has drafted any portion hereof.

25.5 No significance is to be attached to the use of singular or plural designations or the use of the masculine, feminine or neuter gender in this Agreement. Each designation or gender shall be construed to include the others where appropriate.

25.6 The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party. Any reference to any federal, state, local, statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

25.7 Should any part of this Agreement or transaction be held invalid or unenforceable by a court of competent jurisdiction, or any administrative agent with jurisdiction over the matter, the other parts shall remain in full force and effect and be enforceable.

26.

BINDING. This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and permitted assigns.

27.

TIME IS OF THE ESSENCE. Time is of the essence.

28.

PRIOR REPRESENTATIONS. No prior representations, promises, agreements or understanding, written or oral, not contained or referred to in this Agreement shall be of any force and effect.

29.

ATTACHMENT(S): The attached Schedule(s), if any, as from time to time amended or modified, shall be deemed an integral part of this Agreement and governed by the terms of this Agreement.

IN WITNESS WHEREOF , the parties hereto have duly executed this Agreement on the date set forth below.

EMPLOYER:

EMPLOYEE:

Date: June 1, 2005

/s/ Keith Wong /s/ Keith Wong

______________________________

_____________________________

ATC Technology Corp

Keith Wong, an individual

Keith Wong, President

Date: June 1, 2005

Witness: /s/ Norm Klein

Norm Klein, Chief Executive Officer

(Norm Klein)

EMPLOYMENT AGREEMENT

This Employment Agreement is effective as of June 1, 2005 and is made and entered into by ATC Technology Corp , with principal business address at 2101 E. Broadway,#30, Tempe, AZ (hereinafter sometimes called the "Employer"), and Norm Klein, (hereinafter sometimes called the "Employee"). This agreement supercedes all the previous written or oral agreements between Employer and Employee.

WHEREAS , the Employee wishes to be employed by the Employer; and

WHEREAS , the Employer wishes to employ Employee; and

WHEREAS , the Employer and the Employee desire to set forth their employment relationship in writing pursuant to and in accordance with the terms and conditions set forth below:

NOW, THEREFORE , in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows:

REPRESENTATIONS AND WARRANTIES OF EMPLOYER .

1.1

Employer represents and warrants that:

1.1.1

1.1.2

No Conflict. Employer has presently no existing conflict or breach with respect to this contract.

1.1.3

1.2

Reliance . The foregoing representations and warranties are made by Employer with knowledge and expectation that Employee is relying upon their truth and accuracy.

REPRESENTATIONS AND WARRANTIES OF EMPLOYEE .

2.1

Employee represents and warrants that:

2.1.1

2.1.2

No Conflict. Employee has presently no existing conflict or breach with respect to this contract.

2.1.3

2.2

Reliance. The foregoing representations and warranties are made by the Employee with knowledge and expectation that Employer is relying upon their truth and accuracy.

EMPLOYMENT. The Employer hereby agrees to hire the Employee as Chief Operating Officer, Chief Financial Officer and Chief Investor Relations Officer and the Employee hereby agrees to serve the Employer in such capacities, upon the terms and conditions set forth in this Agreement.

4. COMPENSATION . Employee shall be directly compensated for services for his full time employment in the annual amount of $84,000, effective on June 1, 2005 and will be increased to an annual compensation of $180,000, effective January 1, 2007 . The compensation amount may be adjusted as a result of an annual review following the first employment anniversary and thereafter.

TERM . This Agreement shall begin on the date entered above and shall continue until terminated as hereinafter provided.

DUTIES AND STANDARDS .

6.1

The Employee is employed to render services to the Employer as determined by the Employer.

6.2

The Employer shall have the power to direct and control the activities of the Employee.

6.3

Employee shall work full time for the employer and devote all his energy and to the success of the enterprise.

8. TIME OFF.

8.1

Vacations. Two weeks.

8.2

Personal Time / Sick Days, same as the other employees.

8.3

Employer observes only the following holidays: same as the other employees .

10.

11.

TERMINATION .

11.1

This Agreement shall terminate upon any one of the following occurring:

11.1.1

The death, insanity, partial disability or any sickness that renders Employee unable to perform duties for a continued period of ninety (90) days) or retirement of Employee;

11.1.2

The Employee's expulsion for "cause";

11.1.3

11.2

The Employee's employment hereunder may be terminated at any time by mutual agreement in writing.

12.

TERMINATION FOR CAUSE .

12.1

For purposes of this Agreement, "cause" shall mean:

12.1.1

Theft by Employee; including, but not limited to, using Employer assets for personal gain.

12.1.2

Employee dishonesty.

12.1.3

Employee's tardiness after notice.

12.1.4

Employee's material or substantial violation of the Employer's established policies.

12.1.5

Employee's refusal or failure to perform the duties assigned to Employee from time to time under this Agreement.

12.1.6

Drug or alcohol abuse by the Employee.

12.1.7 The Employee's conviction of a felony or any crime that reflects adversely on Employee or Employee's character.

12.1.8

Any conduct or action on the Employee's part that causes public discredit on Employee or on the Employer.

12.1.9

Any conduct that is deemed for "cause" under California Employment law, cases, statutes, or regulations.

13.

NON-COMPETE & GOOD FAITH COOPERATION .

14. NOTICE .

To Employer: ATC Technology Corp

2101 E. Broadway, #30, Tempe, AZ 85282

To Employee: Norm Klein, 14244 S. 14th Street, Phoenix, 85048

Any party may change its address for purposes of this section by giving the other party written notice of the new data in the manner set forth above.

16.

17.

ASSIGNMENT . No Party may assign either this Agreement or any of his/her/its rights, interest, or obligations hereunder without prior written approval of the other Party.

18. COUNTERPARTS . This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

19. GOVERNING LAW . This Agreement shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Arizona. Each of the Parties hereby:

22.1 costs of investigation;

22.2 post-judgment motions;

22.3 proceedings;

22.4 garnishment, levy and debtor and third party examinations;

22.5 discovery;

22.6 bankruptcy litigation; and

22.7 fees for paralegals and legal assistants.

25. CONSTRUCTION. The Parties hereto acknowledge and agree that:

25.1 Each Party has participated in the drafting of this Agreement;

25.2 Each Party is represented by legal counsel or has had the opportunity to have this document reviewed by their legal counsel and has waived such review and counsel.

25.3 The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be applied to the interpretation of this Agreement; and

25.4 No inference in favor of, or against, any Party shall be drawn from the fact that one Party has drafted any portion hereof.

26.

BINDING. This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and permitted assigns.

27.

TIME IS OF THE ESSENCE. Time is of the essence.

28.

PRIOR REPRESENTATIONS. No prior representations, promises, agreements or understanding, written or oral, not contained or referred to in this Agreement shall be of any force and effect.

29.

ATTACHMENT(S): The attached Schedule(s), if any, as from time to time amended or modified, shall be deemed an integral part of this Agreement and governed by the terms of this Agreement.

IN WITNESS WHEREOF , the parties hereto have duly executed this Agreement on the date set forth below.

EMPLOYER:

EMPLOYEE:

Date: June 1, 2005

/s/ Keith Wong /s/ Norm Klein

______________________________

_____________________________

ATC Technology Corp

Norm Klein, an individual

Keith Wong, President

Lock-Up Period Agreement

The Following partners of ATC Technology agree to the following terms for a lock-up period once ATC becomes public and free trading shares of ATC are available.

Partners : Keith Wong, High Performance Edge, LLC, Norm Klein and Providential Holdings, Inc.

Terms:

Month 1: 1.9%

Month 2 and 3: 2.5%

Month 4: 5.0%

Month 5 and 6: 7.0%

Months 7-12: 10.0%

Second year of operation and beyond: No restrictions

No restrictions at any time on the treasury shares which are needed for operating expenses

Signatures:

Keith Wong: /s/ Keith Wong

High Performance Edge: /s/ Norm Klein

Leo Dembinski: /s/ Leo Dembinski

Norm Klein: /s/ Norm Klein

Providential Holdings, Inc.: /s/ Henry Fahman, CEO

JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
9175 Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of EastBridge Investment Group Corp

Jaspers + Hall, PC
Denver, Colorado
August 31, 2006

ARTICLES OF INCORPORATION
OF
ATC TECHNOLOGY CORPORATION

The Undersigned, for the purpose of forming a corporation under the laws of the State of Arizona, hereby adopt the following Articles of Incorporation.

ARTICLE I
Name of the Corporation

The name of the corporation shall be ATC TECHNOLOGY CORPORATION.

ARTICLE II

Nature of the Business

The corporation initially intends to engage in the business of the manufacture, distribution and sale of video equipment, together with the transaction of any and all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time to time.

ARTICLE III

Place of Business

The corporation initially intends to be located at 1425 S. Clark Drive, Tempe, Arizona.

ARTICLE IV

Capital Stock

The amount of authorized capital stock o the corporation shall be one hundred thousand (100,000) shares of common stock having no par value.

ARTICLE V

Incorporators

The names and addresses at the incorporators are as set forth immediately under their signatures herein.

ARTICLE VI
Board of Directors

The persons who shall comprise the initial Board of Directors of the corporation, and their addresses, are as follows:

Keith K. Wong

1425 S. Clark Drive

Tempe, AZ 85281

ARTICLE VII

Statutory Agent

The corporation does hereby appoint James E. ^g rown, Attorney at Law, Streetaddress301 E. Bethany Home Road, Suite C-275, Phoenix, Arizona 85012, as its statutory agent in and for the State of Arizona.

ARTICLE VIII

Liability of Directors

Subject to limitations imposed by law, no director of the corporation shall be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director.

ARTICLE IX

Indemnification of Officers Directors

The corporation shall indemnify any person who incurs any liability, cost or expense by reason of the fact such person is or was an officer, director, employee or agent of the corporation and this indemnification shall be mandatory in ail circumstances in which indemnification is permitted by law, except as may be otherwise provided by the Bylaws of the corporation.

ARTICLE X

Distributions From Capital Surplus

The Board of Directors of the Corporation may, from time to time, distribute on a ^p ro rata basis to its shareholders out of capital surplus of the corporation, a portion of its assets, in cash or property, subject to the limitations imposed by law.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 22 ^nd day of June , 2001.

/s/ Keith Wong

Keith K. Wong, Incorporator

1425 S. Clarke Drive

Tempe, AZ 85281

PLAN OF REORGANIZATION AND

EXCHANGE AGREEMENT (“Reorganization

Agreement”) . dated as of June 30, 2005

among Providential Holdings, Inc., a Nevada

corporation, (“PHI”), ATC Technology

Corporation, an Arizona corporation (“ATC”),

Keith Wong (“Wong”), High Performance

Edge, LLC (“HPE”) and Norm Klein (“Klein”).

RECITALS:

A. PHI acquired all of ATC’s then issued and outstanding shares in 2002 from Wong, Klein, HPE and Fogel International. Wong is a director, officer and employee of ATC.

B. During July 2003 PHI agreed to issue its convertible promissory notes to Wong, Klein, HPE and Fogel International (representing Lawrence M. Fogel, Ian Subel and Lynelle Berkey) in exchange for certain of the obligations of ATC owed to each of them and to provide additional capital to ATC. The transactions agreed upon in July 2003 were not consummated, however, with the result that ATC still owes substantial amounts to Wong, Klein, HPE and Fogel International, all of whom also have claims against PHI based on the July 2003 agreement. ATC also owes PHI substantial sums. In addition, ATC owes Wong accrued, but unpaid salary, reimbursement for travel expenses incurred by him for the benefit of ATC and monies advanced by him to ATC as emergency loans to permit ATC to remain in business.

C. Lawrence M. Fogel, Ian Subel and Lynelle Berkey have made a written offer (the “Debt Compromise Offer”) to PHI and ATC to accept the actual payment of certain compromise amounts, if made at or before the time and in one of the manners specified in the offer, in complete satisfaction of the amounts owed to them by PHI and ATC (the “Related Transaction”). A timely close of escrow under the terms of the Debt Compromise Offer (the “Related Closing”) is a condition to the obligation of Wong, HPE and Klein to perform their promises made in this Reorganization Agreement.

D. ATC is authorized to issue 300,000,000 shares of common stock, of which 100,000,000 are issued and outstanding shares. On July 20, 2004 PHI distributed 20,000,081 shares of ATC common stock to PHI shareholders as a special dividend. The remainder of ATC’s issued and outstanding shares of common stock (79,999,919) are held by PHI. ATC also is authorized to issued 100,000,000 shares of preferred stock, but no shares of its preferred stock are issued and outstanding.

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Page 1 of 13

E. The liabilities of ATC, including its liabilities to PHI, Wong, Klein and HPE, exceeded the value of its assets as of March 31, 2005. If the transactions contemplated by this Reorganization Agreement are in fact consummated, ATC is expected to have a positive net worth.

F. The parties desire to restructure the obligations and ownership of ATC as provided in this Reorganization Agreement.

NOW, THEREFORE , the parties agree as follows:

AGREEMENTS:

1. Appointment of Exchange Agent and Closing. The parties hereby appoint as their Exchange Agent Arthur P. Allsworth, whose business address is 9260 East Raintree Drive, Suite 100, Scottsdale AZ 85260-7310.

(a) Exchange Agent to Facilitate. The Exchange Agent shall facilitate the performance by each party of its promises made in this Reorganization Agreement and the receipt by each party of the performance that party is to receive from another party by accepting, during the Performance Period (defined below) the conditional delivery of each of the parties and, upon receipt of the performances needed for a Closing (defined below) to deliver to the parties entitled to receive the performances of another party those performances. The Exchange Agent’s role shall be that of an escrow agent appointed by all the parties by their execution of this Agreement. As a member of the State Bar of Arizona, Allsworth may serve as the Exchange Agent under applicable Arizona law.

(b) Performance Period. The Performance Period shall be the period beginning on the date first above written and ending, unless extended by written agreement among the parties affected at the time, on Monday, September 19, 2005.

(c) Closing. A Closing (the “Closing”) of the reorganization exchanges contemplated by this Agreement shall occur on the last day of the Performance Period or on such earlier date as Exchange Agent has determined that the Related Closing has occurred and the Exchange Agent holds (i) the ATC stock certificates and accompanying endorsements and related instruments required to be delivered by PHI as provided by section 3(a); (ii) the releases and other instruments, if any, required to be delivered by PHI, Wong, HPE and Klein as provided by section 3(b); (iii) the authorizing resolutions described in section 2; (iv) the resignations described in section 8 and (v) evidence satisfactory to the Exchange Agent that the registration statement to be filed on behalf of by ATC with the assistance and at the expense of PHI, its officers and

Reorganization Agreement

Page 2 of 13

counsel, as required by section 7 shall have become effective and the shares of ATC, including the shares issued pursuant to this Agreement, may be traded on such OTC market as may be available at the time. If on or before the last day of the Performance Period (as the same may have been extended) the Related Closing has occurred and the Exchange Agent holds the items described in this subsection, the Exchange Agent shall complete the reorganization for which this Reorganization Agreement provides by delivering the items so held to the parties as provided herein. Section 9 shall govern if a Closing cannot be made on that date.

(d) Extension of the Performance Period. If on or before the last day of the Performance Period specified in subsection (b) the registration statement contemplated by section __ shall have been filed with the Securities Exchange Commission of the United States (the “Commission”), the parties hereby agree that the last day of the Performance Period shall be deemed to be for reasonable periods to permit the Commission to issue its comments and ATC with the assistance of PHI to respond in an effort to secure an effective registration statement. An extension period shall be deemed to be reasonable and, without further action by any party shall be deemed made, if counsel attending to the registration advises in writing that in his experience the extension period is appropriate to permit Commission comments to be received, and responses thereto made, during the extension period specified in his letter, and that nothing has come to his attention which in his opinion makes final effectiveness of the ATC registration statement during 2005 unlikely.

(e) Deliveries to the Exchange Agent. Except as provided expressly herein, all deliveries to the Exchange Agent shall be irrevocable during the Performance Period specified in subsection (b) and thereafter during any extension of the Performance Period agreed upon as permitted by subsection (d). Notwithstanding the foregoing, each delivery to the Exchange Agent shall be deemed to have been delivered subject to the conditions to the Closing as set forth herein.

(f) Indemnity of Exchange Agent. The parties, jointly and severally, hereby indemnify and agree to defend and hold harmless the Exchange Agent against and from any claim, demand, liability or expense incurred by the Exchange Agent arising from his service as such, unless the Exchange Agent is determined during the resolution of the claim to have willfully or with gross negligence breached his duties as Exchange Agent. The foregoing indemnity includes any legal expenses incurred by the Exchange Agent in defending against a claim, including all reasonable attorneys’ fees, taxable costs and other reasonable expenses actually related to such defense.

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Page 3 of 13

2. Authorizations. The respective boards of directors of PHI and ATC shall adopt resolutions authorizing the execution and delivery of this Reorganization Agreement and the performance of each promise or task for which it provides by each of the corporate parties.

(a) Specific Authorizations for PHI. In the case of PHI, the authorizing resolution also shall specifically authorize the surrender of the shares of ATC common stock held by it as provided herein and the release and cancellation of all ATC’s obligations owed to PHI, other than the obligation to be created by the loan provided for in section 5 of this Reorganization Agreement.

(b) Specific Authorizations for ATC. In the case of ATC, the authorizing resolution also shall specifically authorize (i) the receipt and exchange of 66,000,000 of the shares of its common stock for the surrender of debt obligations of ATC as provided herein, (ii) the receipt from PHI for holding in ATC’s treasury as issued, but not outstanding shares, 3,999,919 shares of its common stock, (iii) the compromise and satisfaction of its obligations to Fogel International, Fogel, Subel and Berkey as provided in the documents pertaining to the Related Transaction and (iv) the preparation and filing of the registration statement for which section 7 provides.

(c) Continuing Effect of Resolutions. The resolutions of the board of directors of each of the corporate parties shall provide that the Escrow Agent may rely on the resolutions as certified by the Secretary of the corporation until and unless the Escrow Agent is notified by the Secretary of the affected corporation, in writing, that the resolutions so certified have been altered, amended or revoked, together with, if applicable, the text of the amending or amended resolution.

(d) Dates Authorizations to be Delivered to Exchange Agent. PHI shall deliver evidence reasonably satisfactory to the Exchange Agent of the adoption of its authorizing resolution on or before July 15, 2005. The PHI resolution shall authorize the board of directors of ATC to adopt the resolutions required of ATC by this Reorganization Agreement and ATC shall deliver to the Exchange Agent the ATC authorizing resolutions promptly following the Exchange Agent’s receipt of the PHI authorizing resolutions.

3. The Enabling Transaction. Subject to section 9 of this Reorganization Agreement, on or before July 15, 2005 PHI shall deliver to the Exchange Agent, for delivery to ATC at the Closing, (i) certificates evidencing at least 69,999,919 shares of ATC common stock properly endorsed for transfer to ATC (with any additional shares evidenced by such certificates, but not more

Reorganization Agreement

Page 4 of 13

than 10,000,000 shares of ATC common stock) to be reissued to PHI) and (ii) all instruments evidencing any obligation of ATC to PHI, other than the indebtedness of ATC to PHI described in section 5 of this Reorganization Agreement, if the loan contemplated by that section is made) and an instrument evidencing the complete release of ATC from every other money debt or obligation carried on the PHI or ATC financial records as of the date first above written or such later date as the delivery is made. The transfers for which this section provides shall be deemed to be a contribution to the capital of ATC by PHI in its capacity as a continuing shareholder of ATC.

4. Reorganization Exchanges. As described in this section 4, ATC, Wong, Klein and HPE shall engage in a reorganization exchange as follows:

(a) Subject to section 9, on or before July 15, 2005 Wong, Klein and HPE shall each deliver to the Exchange Agent, on or before July 11, 2005, (i) each promissory note and any other instrument evidencing ATC’s debt or obligation owed to him, if any, together with an instrument authorizing the Exchange Agent to mark such evidences “paid” and deliver them to ATC at the Closing, (ii) an instrument of complete release, discharge and satisfaction satisfactory in the judgment of the Exchange Agent to accomplish a complete release by such person of all debts or other obligations owed to the person executing the release by ATC, however evidenced, to be delivered to ATC at the Closing and (iii) in the case of Wong, Klein and HPE, an instrument from each releasing PHI from all obligations of PHI to him arising under the Amendment to Stock Purchase Agreement between PHI and ATC dated July 21 and 23, 2003. Notwithstanding the foregoing, the Wong release shall expressly exclude a release of the obligations of ATC to him described in section 6.

(b) Subject to section 9, on or before July 22, 2005 ATC shall deliver to the Exchange Agent certificates evidencing the ownership of shares of ATC common stock as set forth in the following paragraphs of this subsection, to be delivered to the person identified as the registered owner of the shares on each such certificates at the Closing. Each such certificate shall have been properly prepared, signed and seal, if necessary, in a manner appropriate for delivery to the registered owner identified thereon at the Closing.

(1) To Wong, 50,000,000 shares of common stock;

(2) To HPE, 13,000,000 shares of common stock;

(3) To Klein 3,000,000 shares of common stock; and

Reorganization Agreement

Page 5 of 13

(4) To ATC to hold as treasury shares, 3,999,919 shares of common stock.

(c) Authority of Exchange Agent. Each instrument delivered to the Exchange Agent may be undated and the Exchange Agent is hereby authorized by each party to this Reorganization Agreement to insert the appropriate date in each such document, certificate or instrument at the Closing.

5. ATC Promissory Note. On or before July 6, 2005, PHI shall provide ATC with immediately available federal funds in its account sufficient to permit ATC to obtain Official Bank Checks or Bank Cashiers’ Checks payable to Lawrence M. Fogel in the amount of $8,000, to Ian Subel in the amount of $10,000 and Lynelle Berkley in the amount of $3,000, each of which is drawn on a Bank the deposits of which are insured by the Federal Deposit Insurance Company and which maintains a branch in Scottsdale, Arizona and ATC shall promptly deliver the checks so provided by PHI to the Exchange Agent in his capacity as Escrow Agent for the Related Transaction. Alternatively, on or before July 7, 2005 PHI shall provide the Exchange Agent, in his capacity as Escrow Agent for the Related Transaction, with immediately available federal funds in the gross amount of $21,060 deposited in the Escrow Agent’s ABF attorney trust account. ATC shall provide exchange agent with its executed promissory note payable to PHI in the amount of $21,000, due nine months after date together with interest at the rate of 8 percent per annum. Upon his receipt, on or before July 7, 2005 of the checks or the immediately available funds, the Exchange Agent shall date the ATC promissory note and deliver the same to PHI as PHI may instruct at the time and, as Escrow Agent for the Related Transaction, shall complete the Related Transaction.

6. Survival of Obligations of ATC to Wong. Notwithstanding section 4(a), Wong’s release shall not cover and ATC shall remain indebted to Wong as follows:

(a) Accrued Salary. ATC shall remain obligated to Wong for the sum of all amounts owed to Wong as accrued, but unpaid salary.

(b) Emergency Cash Loans. ATC shall remain obligated to Wong for the amounts set forth on Schedule 1 (“Wongs Emergency Loans to ATC”) appended hereto.

(c) Unpaid Travel Reimbursement Amounts. ATC shall remain obligated to Wong for all amounts shown on the books of ATC as accrued travel reimbursement amounts owed to Wong.

7. Registration and Listing of ATC Shares. On or before September 19, 2005 PHI shall have caused to be filed with the Securities Exchange

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Page 6 of 13

Commission of the United States a registration statement describing all the issued and outstanding shares of ATC common stock, including (i) the shares outstanding in the hands of the PHI shareholders who received the July 20, 2004 dividend described in Recital D and the permitted transferees of such persons; (ii) the shares retained by PHI and (iii) the shares to be exchanged for the debts of ATC pursuant to this Reorganization Agreement. On or before the same date, PHI shall have taken all steps necessary to permit all the ATC shares described in the registration statement to be eligible for trading in the OTC market in which PHI shares are currently traded. PHI agrees to employ, at its sole cost and expense, all professional advisers needed for the purpose of carrying out its promises made in this section and all its other promises made in this Reorganization Agreement, including the fees of all attorneys and accountants; and PHI agrees to indemnify, defend and hold harmless ATC and its directors and officers from any claim for compensation or reimbursement of cost or expense made by any such professional adviser with respect to any service rendered by such adviser in connection with the negotiation, execution and delivery, implementation or performance of this Agreement. ATC agrees to cooperate with PHI and to execute and deliver promptly at the request of PHI all documents reasonably required to be filed by ATC in connection with the registration of its shares. As to the accuracy of statements of fact relating to ATC which became fact while PHI was the sole or controlling shareholder of ATC, ATC’s officers may rely on, and PHI agrees to provide representations by it or its executive officers regarding, each such fact.

8. Resignation of PHI Officers from ATC Management. PHI agrees to deliver to the Exchange Agent on or prior to July 15, 2005 signed, but undated, (i) the resignation from the board of directors of ATC of Henry Fahman; (ii) resignations as officers of ATC of each person other than Wong who is at present an officer of ATC, except as Wong may instruct to the contrary.

(a) Effective Date of Director Resignations. The Exchange Agent shall insert on the resignations from the board of directors of ATC provided for in this section a date later than the date the deliveries made by PHI and ATC pursuant to sections 2, 3, 4 and 5 have occurred.

(b) Management of ATC. PHI agrees that, from and after the date first above written Wong (together with such persons as he may appoint) shall have exclusive day to day management of ATC and PHI agrees that its directors and officers shall not interfere in or be involved with respect to such management during the Performance Period (including extensions). Wong agrees that, prior to the effectiveness of the registration statement for which section 7 provides, he will manage ATC in a manner consistent with past practices and will not, without the consent of PHI and such counsel, cause ATC to engage in any transaction which PHI’s counsel determines would require an amendment of the

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registration statement or portions thereof or require additional disclosure.

9. Termination. This Reorganization Agreement provides for transactions requiring the approval of the boards of directors of PHI and ATC (to be accomplished while PHI still owns approximately 80 percent of the issued and outstanding shares of ATC) and transactions requiring the action or failure to act of a government agency and of parties involved in making a market for PHI shares and, upon a registration statement describing the issued and outstanding shares of ATC becoming final, the shares of ATC. This Reorganization Agreement and the transactions for which it provides shall be terminated and thereupon shall be of no further force or effect upon the occurrence of any of the events described in this section.

(a) Failure of PHI to Lend to ATC. Section 5 provides that PHI will lend $21,000 to ATC to permit ATC to retire and satisfy its outstanding obligations to Fogel International, Fogel, Subel and Berkey (as well as their outstanding claims against PHI) on the dates and in the manner there provided. PHI’s failure timely to lend the monies needed for such payments and to pay such bank transfer or other fees related to the transfer of funds at the closing of the related agreements pertaining to such payoff and satisfaction shall be a material default by PHI. If the Related Closing does not occur at the time required by the Debt Compromise Offer, this Agreement shall have no further force or effect, as provided in section 9(d), unless Wong, HPE and Klein all agree in writing to proceed with the reorganization.

(b) PHI Failure to Provide Authorizations or to Deliver Shares and Releases. If, at or prior to July 15, 2005, PHI has not delivered the PHI Authorizations for which section 2 provides, this Reorganization Agreement shall be terminated and the Exchange Agent shall return to the parties delivering the same such instrument and document as may have been deposited with him (other than monies and instruments deposited with him as Escrow Agent pursuant to the Related Transaction described in section 5).

(c) Failure of Registration. If by December 31, 2005 or such earlier date as is fixed herein as the last day of the Performance Period, as the same may have been extended pursuant to section 1(d), or such later date as may hereafter be agreed by agreement among all the parties, the registration statement contemplated by section 7 has not become effective, any of Wong, HPE and Klein may declare this Reorganization Agreement terminated and Exchange Agent shall, upon being notified of such act, deliver to each party the documents, instruments and money (other than monies delivered and used pursuant

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to section 5) delivered by the party and this Reorganization Agreement shall no longer have any force or effect.

(d) Effect of Termination. PHI expressly understands and agrees that, if this Reorganization Agreement shall be terminated as provided herein, the obligations of ATC to the parties hereto and the obligations of PHI to ATC, Wong, HPE and Klein and, if the Related Closing has not occurred at the time, the obligations of PHI and ATC to Fogel International, Lawrence M. Fogel, Ian Subel and Lynelle Berkey shall remain in full force and effect, as if this Reorganization Agreement had not been entered into and the Debt Compromise Offer had not been made. PHI also agrees that any period of limitation which would be a defense to a claim made by any of Wong, HPE, Klein, Fogel International, Lawrence M. Fogel, Ian Subel or Lynelle Berkey under the July 2003 Amendment of the Agreement of Purchase and Sale shall be tolled from the date hereof to a date one year after the last day of the Performance Period, as the same may be extended as provided herein.

10. Representations of PHI. PHI makes the following representations to the other parties to this Reorganization Agreement.

(a) Ownership of ATC Shares. PHI is the record and beneficial owner of 79,999,919 issued and outstanding shares of the common capital stock of ATC, and its ownership of all such shares is free and clear of all encumbrances, liens, pledges, options or other rights of any other person whomsoever; and 20,000,081 shares of the common capital stock of ATC are issued and outstanding in the hands of other persons. No other shares of the common stock of ATC are issued and outstanding. ATC also is authorized to issue 100,000,000 shares of preferred stock, but no shares of its preferred stock are issued and outstanding. Neither ATC nor PHI have entered into an agreement of any kind, or made an offer that pursuant to its terms may be accepted on or after the date first above written, pursuant to which any person may become entitled to receive shares of ATC common or preferred stock, except as expressly stated herein.

(b) Preliminary Approval. PHI has obtained the preliminary and conceptual approval of its board of directors or an executive committee thereof with respect to the transactions for which this Agreement provides.

(c) Effect of Other Agreements or Orders. The execution and delivery of this Agreement does not breach, and the performance of the promises of PHI set forth herein will not, with or without the expiration of time or the giving of notice, be a breach of or constitute a default under any indenture, agreement or obligation of PHI or any order of any court or agency of government to which it is a party or by which it is bound.

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11. Other Promises of PHI.

(a) Negative Covenant. During the Performance Period, PHI will not (i) cause ATC to distribute to PHI or to enter into any agreement with any person under the terms of which ATC may be required to distribute, directly or indirectly to PHI, any money or other property of any kind for any purpose without the express written consent of Wong, HPE and Klein; (ii) cause ATC to issue or promise to issue any shares of its authorized but unissued stock, except as provided by this Agreement; or (iii) cause ATC to enter into any agreement or undertaking, including the borrowing of money or the guaranteeing of the indebtedness of another, without the express written consent of Wong, HPE and Klein.

(b) Indemnification. PHI agrees to indemnify, defend and hold harmless ATC and its directors and officers from any claim made by any person who acquires or continues to hold ATC shares following the date the ATC registration statement becomes effective arising from any statement in such registration statement, preliminary or final prospectus or post-effective amendment which is untrue, misleading or incomplete and not made with the concurrence of Wong and Klein. For the purposes of the preceding sentence, an incomplete statement shall include the omission of statements needed to make the statements made not misleading.

12. Representations of Other Parties. Each of Wong, Klein and HPE, individually and not collectively, represent to ATC and PHI as follows.

(a) Effect of Other Agreements or Orders. The execution and delivery of this Agreement does not breach or constitute a default under, and the performance of the promises of each such party set forth herein will not be a breach of or constitute a default under, in each case with or without the expiration of time or the giving of notice, any indenture, agreement or obligation of such party or any order of any court or agency of government to which it is a party or by which it is bound.

(b) The obligations of ATC to each such person was incurred for money in an equal amount actually advanced to or expended for the benefit of ATC, or represents the fair value agreed at the time of properties transferred to or services actually rendered to ATC by such person.

(c) The members of HPE executing a counterpart of this Reorganization Agreement on its behalf represents that they, acting together (whether on the same or separate counterparts) are authorized

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to execute the same on behalf of HPE and that the counterparts so executed will be binding on HPE and enforceable against it.

14. Miscellaneous Agreements.

(a) Meaning of Terms.

(1) The word “including” shall be deemed to be followed at each place where it appears herein by the words, “for example, and not in limitation,” unless actually followed by the words, “and limited to,” or words of comparable meaning.

(2) Words of gender shall be deemed to refer to all genders.

(3) The singular shall include the plural and vice versa .

(4) The word “herein” shall be deemed to refer to the entire Reorganization Agreement unless a narrower reference is clearly expressed.

(5) All headings are intended to be used to more easily locate applicable text and shall not be used to expand or limit the text of the provision(s) with which the heading is associated.

(b) Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to its subject matter and all prior discussions, oral or written agreements or memoranda, correspondence are merged herein and superceded hereby. This Agreement may be amended only by a writing signed, if before the Initial Closing, all the parties hereto, or thereafter, but before the Closing, PHI, ATC, Wong, HPE and Klein.

(c) Governing Law; Jurisdiction and Venue. The parties agree that the corporate laws governing the conduct of each corporate party shall govern the authority and validity of the actions of that corporate party, that the laws of Arizona shall govern the effect, interpretation and adequacy of the performances of the promises of the parties made herein and the effect of a breach or failure of performance of those promises by any party. The parties further agree that the courts of Arizona (including, if appropriate, the federal courts sitting in Arizona) shall have exclusive jurisdiction of any action arising under the terms of this Agreement and venue shall be in Maricopa County (or, if applicable, the Central District of Arizona).

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(d) Binding and Inurement. This Agreement shall be binding upon and inure to the benefit of each of the parties and their respective heirs, personal representatives, successors and assigns.

(e) Legal Expenses. If a civil action is brought by any party to enforce the terms of this Agreement as against any other party, the prevailing party or parties in such action shall be entitled to recover from the other party or parties who did not prevail, in addition to such relief as may be awarded to the prevailing party or parties, a judgment in a liquidated amount equal to the sum of the reasonable expenses, including reasonable attorneys’ fees, and taxable costs actually incurred by such prevailing party in pursuing the civil action. The amount of attorneys’ fees shall be fixed by the court and not by a jury.

(f) Legal Advice. Each party to this Agreement has obtained legal advice from, or has had the opportunity to obtain legal advice from, its own counsel. PHI shall bear the cost of its counsel and other advisers and ATC shall bear the cost of its counsel and other advisers. ATC shall not require Wong, HPE or Klein, to reimburse it for any part of the cost of preparing this Agreement, but neither ATC nor its counsel shall be responsible to them for legal or tax advice in connection with their individual decision to enter into this Agreement.

(g) Counterparts and Authority. This Agreement may be executed and delivered in two or more counterparts and by different parties in separate counterparts, each of which shall be an original, but all of which together shall be a single Agreement. This Agreement shall be effective, as of the date first above written, when the Exchange Agent holds a counterparty hereof executed by each of the parties named in the caption. Counterparts may be exchanged by Fax.

IN WITNESS WHEREOF, each of the parties has executed this Reorganization Agreement as of the day and year first above written.

Providential Holdings, Inc.

ATC Technology Corporation

By: /s/ Henry Fahman By: /s/ Keith Wong

Henry Fahman Keith Wong, CEO

High Performance Edge, Inc.

By:

___/s/ Norm Klein

Norm Klein

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Reorganization Agreement

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ARTICLES OF AMENDMENT

A.R.S. §§ 10-1006 and 10-11006

Fee $25.00 A.R.S. §122A

ATC Technology Corporation

[Name of Corporation]

1. The name of the corporation is ATC Technology Corporation .

2. Attached hereto as Exhibit A is the text of each amendment adopted.

3. [x] The amendment does not provide for an exchange , reclassification or cancellation of issued shares.

[ ] Exhibit A contains provisions for implementing the exchange, reclassification or cancellation of issued shares provided for therein.

[ ] The amendment provides for exchange, reclassification or cancellation of issued shares. Such actions will be implemented as

follows:

4. The amendment was adopted the 20 ^th day of September, 2005.

5. [ ] The amendment was adopted by the q incorporators q board of directors without shareholder action and shareholder action was

not required.

[x] The amendment was approved by the shareholders. There is (are) ONE voting groups eligible to vote on the amendment.

The designation of voting groups entitled to vote separately on the amendment number of votes in each, the number of votes

represented at the meeting at which the amendment was adopted and the votes cast for and against the amendment were as

follows :

The voting group consisting of outstanding shares of 50,369,240 common [class or series] stock is entitled to 50,369,240 votes. There were 50,369,240 votes present at the meeting. The voting group cast 50,369,240 votes for and 0 votes against approval of the amendment. The number of votes cast for approval of the amendment was sufficient for approval by the voting group.

ARS § 10-140 requires that changes to corporation(s) be executed by an officer of the corporation, whose file is to he changed.

The voting group consisting of ________ outstanding shares of ________ [class or series] stock is entitled to _______ votes. There were ________ votes present at the meeting. The voting group cast _______ votes for and _______ votes against approval of the amendment. The number of votes cast for approval of the amendment was sufficient for approval by the voting group.

DATED as of this 20 ^th day of September , 2005

ATC Technology Corporation

[name of corporation]

By: /s/ Keith Wong

Keith Wong, President, CEO

[name] [title]

Exhibit A

AMENDED ARTICLES OF INCORPORATION

OF ATC TECHNOLOGY CORPORATION

TO CHANGE THE NAME TO

EASTBRIDGE INVESTMENT GROUP CORP

1. The name of this corporation is ATC Technology Corporation and is being amended to change the name to Eastbridge Investment Group Corproation.

2. The address of the registered office is 2101 E. Broadway, #30, Tempe, AZ 85282.

3. The name and business address of the agent for service of process is:

JAMES E BROWN PC, 2111 E HIGHLAND AVE #145, PHOENIX, AZ 85016

4. The amendment to the Articles of Organization has been approved by the majority of the stockholders.

Dated this 20 ^th Day of September, 2005.

/s/ Keith Wong

Keith Wong, President, CEO