U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q




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


SECURITIES
EXCHANGE ACT OF 1934





For the
quarterly period ended September 30, 2009





Commission
File Number 333-139910





EATWARE,
INC.


(Name of
small business issuer in its charter)





Nevada
            1712
            20-2234410(State or other jurisdiction
              of incorporation or organization)
            (Primary SIC Code)
            (IRS Employer Identification No.)




23/F,
Westin Center, 26 Hung To Road


Kwun
Tong, Kowloon, Hong Kong


(Address
of principal executive offices)





+852
2295-1818


( Registrant’s telephone number,
including area code )





Check
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days. Yesþ   No ̈





Large Accelerated Filer
      o
            Accelerated Filer o
            Non-Accelerated Filero
            Smaller Reporting Company þ





Check
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yeso Noþ





There
were 1,990,759,517 shares of Common Stock outstanding as of October 26,
2009.







EATWARE,
INC.


(Formerly
China Shoe Holdings, Inc.)





INDEX
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





(UNAUDITED)





PageCondensed
      Consolidated Balance Sheets as of September 30, 2009 and March 31,
      2009
                                
                                F-2Condensed
      Consolidated Statements of Operations And Comprehensive Loss for the Three
      and Six Months ended September 30, 2009 and 2008
                                
                                F-3Condensed
      Consolidated Statements of Cash Flows for the Six Months ended September
      30, 2009 and 2008
                                
                                F-4Condensed
      Consolidated Statement of Stockholders’ Deficit for the Six Months ended
      September 30, 2009
                                
                                F-5Notes
      to Condensed Consolidated Financial Statements
                                
                                F-6
      to
F-19




F-1


EATWARE,
INC.


(Formerly
China Shoe Holdings, Inc.)


CONDENSED
CONSOLIDATED BALANCE SHEETS


AS
OF SEPTEMBER 30, 2009 AND MARCH 31, 2009


(Currency
expressed in United States Dollars (“US$”), except for number of
shares)





September 30, 2009
                              
                              
                              March 31, 2009(Unaudited)
                              
                              
                              (Audited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                              
                              $
                              11,867
                              
                              
                              $
                              5,092Accounts
      receivable, trade
                              
                              
                              121,741
                              
                              
                              
                              142,515Inventories
                              
                              
                              8,876
                              
                              
                              
                              3,243Prepayment
      and other receivables
                              
                              
                              51,641
                              
                              
                              
                              56,944Total
      current assets
                              
                              
                              194,125
                              
                              
                              
                              207,794Non-current
      assets:Intangible
      assets, net
                              
                              
                              -
                              
                              
                              
                              -Plant
      and equipment, net
                              
                              
                              2,940
                              
                              
                              
                              3,726TOTAL
      ASSETS
                              
                              $
                              197,065
                              
                              
                              $
                              211,520LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      liabilities:Bank
      overdraft
                              
                              $
                              167,058
                              
                              
                              $
                              167,553Accounts
      payable, trade
                              
                              
                              133,227
                              
                              
                              
                              218,163Notes
      payable, unsecured
                              
                              
                              769,726
                              
                              
                              
                              374,169Amount
      due to a director
                              
                              
                              1,158,156
                              
                              
                              
                              1,202,847Other
      payables and accrued liabilities
                              
                              
                              256,831
                              
                              
                              
                              156,138Total
      current liabilities
                              
                              
                              2,484,998
                              
                              
                              
                              2,118,870TOTAL
      LIABILITIES
                              
                              
                              2,484,998
                              
                              
                              
                              2,118,870Stockholders’
      deficit:Common
      stock, $0.001 par value; 2,000,000,000 shares authorized; 1,990,759,517
      shared issued and outstanding as of September 30, 2009 and March 31,
      2009
                              
                              
                              1,990,759
                              
                              
                              
                              1,990,759Additional
      paid-in capital
                              
                              
                              550,215
                              
                              
                              
                              550,215Accumulated
      other comprehensive income
                              
                              
                              603
                              
                              
                              
                              579Accumulated
      deficit
                              
                              
                              (4,829,510
                              )
                              
                              
                              (4,448,903
                              )Total
      stockholders’ deficit
                              
                              
                              (2,287,933
                              )
                              
                              
                              (1,907,350
                              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                              
                              $
                              197,065
                              
                              
                              $
                              211,520




See
accompanying notes to condensed consolidated financial
statements.


F-2


EATWARE,
INC.


(Formerly
China Shoe Holdings, Inc.)


CONDENSED
CONSOLIDATED STATEMENTS OF


OPERATIONS
AND COMPREHENSIVE LOSS


FOR
THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008


(Currency
expressed in United States Dollars (“US$”), except for number of
shares)


(Unaudited)





Three months ended September 30,
                          
                          
                          Six months ended September 30,2009
                          
                          
                          2008
                          
                          
                          2009
                          
                          
                          2008REVENUES,
      NET
                          
                          $
                          139,240
                          
                          
                          $
                          835,208
                          
                          
                          $
                          367,766
                          
                          
                          $
                          1,617,178COST
      OF REVENUES
                          
                          
                          (121,956
                          )
                          
                          
                          (612,360
                          )
                          
                          
                          (311,922
                          )
                          
                          
                          (1,264,005
                          )GROSS
      PROFIT
                          
                          
                          17,284
                          
                          
                          
                          222,848
                          
                          
                          
                          55,844
                          
                          
                          
                          353,173Operating
      expenses:Sales
      and marketing
                          
                          
                          (1,030
                          )
                          
                          
                          (48,233
                          )
                          
                          
                          (1,129
                          )
                          
                          
                          (97,247
                          )Research
      and development
                          
                          
                          -
                          
                          
                          
                          (42,520
                          )
                          
                          
                          (35,071
                          )
                          
                          
                          (98,376
                          )General
      and administrative
                          
                          
                          (202,009
                          )
                          
                          
                          (372,951
                          )
                          
                          
                          (369,090
                          )
                          
                          
                          (708,268
                          )Total
      operating expenses
                          
                          
                          (203,039
                          )
                          
                          
                          (463,704
                          )
                          
                          
                          (405,290
                          )
                          
                          
                          (903,891
                          )LOSS
      FROM OPERATIONS
                          
                          
                          (185,755
                          )
                          
                          
                          (240,856
                          )
                          
                          
                          (349,446
                          )
                          
                          
                          (550,718
                          )Other
      income (expense):Interest
      income
                          
                          
                          1
                          
                          
                          
                          4
                          
                          
                          
                          1
                          
                          
                          
                          43Interest
      expense
                          
                          
                          (15,022
                          )
                          
                          
                          (3,381
                          )
                          
                          
                          (31,162
                          )
                          
                          
                          (4,024
                          )LOSS
      BEFORE INCOME TAX
                          
                          
                          (200,776
                          )
                          
                          
                          (244,233
                          )
                          
                          
                          (380,607
                          )
                          
                          
                          (554,699
                          )Income
      tax expense
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -NET
      LOSS
                          
                          $
                          (200,776
                          )
                          
                          $
                          (244,233
                          )
                          
                          $
                          (380,607
                          )
                          
                          $
                          (554,699
                          )Other
      comprehensive income (loss):-
      Foreign currency translation gain (loss)
                          
                          
                          66
                          
                          
                          
                          (9,563
                          )
                          
                          
                          24
                          
                          
                          
                          (3,017
                          )COMPREHENSIVE
      LOSS
                          
                          $
                          (200,710
                          )
                          
                          $
                          (253,796
                          )
                          
                          $
                          (380,583
                          )
                          
                          $
                          (557,716
                          )Net
      loss per share – Basic and diluted
                          
                          $
                          (0.00
                          )
                          
                          
                          (0.00
                          )
                          
                          
                          (0.00
                          )
                          
                          
                          (0.00
                          )Weighted
      average common shares outstanding – Basic and diluted
                          
                          
                          1,990,759,517
                          
                          
                          
                          1,990,759,517
                          
                          
                          
                          1,990,759,517
                          
                          
                          
                          1,990,759,517




See
accompanying notes to condensed consolidated financial
statements.


F-3


EATWARE,
INC.


(Formerly
China Shoe Holdings, Inc.)


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





Six months ended September 30,2009
                      
                      
                      2008Cash
      flows from operating activities:Net
      loss
                      
                      $
                      (380,607
                      )
                      
                      $
                      (554,699
                      )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                      
                      
                      786
                      
                      
                      
                      842Allowance
      for doubtful accounts
                      
                      
                      -
                      
                      
                      
                      7,500Change
      in operating assets and liabilities:Accounts
      receivable, trade
                      
                      
                      20,773
                      
                      
                      
                      52,620Accounts
      receivable, trade – related parties
                      
                      
                      -
                      
                      
                      
                      52,618Inventories
                      
                      
                      (5,632
                      )
                      
                      
                      (7,417
                      )Prepayments
      and other receivables
                      
                      
                      5,303
                      
                      
                      
                      (36,338
                      )Accounts
      payable, trade
                      
                      
                      (84,931
                      )
                      
                      
                      225,625Accounts
      payable, trade – related parties
                      
                      
                      -
                      
                      
                      
                      (420,396
                      )Other
      payables and accrued liabilities
                      
                      
                      126,579
                      
                      
                      
                      (63,884
                      )Net
      cash used in operating activities
                      
                      
                      (317,729
                      )
                      
                      
                      (743,529
                      )Cash
      flows from investing activities:Purchase
      of plant and equipment
                      
                      
                      -
                      
                      
                      
                      (1,263
                      )Net
      cash used in investing activities
                      
                      
                      -
                      
                      
                      
                      (1,263
                      )Cash
      flows from financing activities:Net
      change in bank overdraft
                      
                      
                      (497
                      )
                      
                      
                      160,737Advance
      from a related party
                      
                      
                      -
                      
                      
                      
                      1,462,804Proceeds
      from notes payable
                      
                      
                      369,617
                      
                      
                      
                      -Repayment
      to a director
                      
                      
                      (44,709
                      )
                      
                      
                      (866,065
                      )Net
      cash provided by financing activities
                      
                      
                      324,411
                      
                      
                      
                      757,476Effect
      of exchange rate changes on cash and cash equivalents
                      
                      
                      93
                      
                      
                      
                      1,880NET
      CHANGE IN CASH AND CASH EQUIVALENTS
                      
                      
                      6,775
                      
                      
                      
                      14,564BEGINNING
      OF PERIOD
                      
                      
                      5,092
                      
                      
                      
                      53,863END
      OF PERIOD
                      
                      $
                      11,867
                      
                      
                      $
                      68,427SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid for income taxes
                      
                      $
                      -
                      
                      
                      $
                      -Cash
      paid for interest
                      
                      $
                      5,266
                      
                      
                      $
                      4,024




See
accompanying notes to condensed consolidated financial
statements.


F-4


EATWARE,
INC.


(Formerly
China Shoe Holdings, Inc.)


CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT


FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2009


(Currency
expressed in United States Dollars (“US$”), except for number of
shares)


(Unaudited)





Common Stock
                    
                    
                    Additional
                    
                    
                    Accumulated
                      other
                      comprehensive
                    
                    
                    Retained
                      earnings
                      (accumulated
                    
                    
                    Total
                      stockholders’No. of shares
                    
                    
                    Amount
                    
                    
                    paid-in capital
                    
                    
                    income
                    
                    
                    deficit)
                    
                    
                    deficitBalance
      as of April 1, 2009
                    
                    
                    1,990,759,517
                    
                    
                    $
                    1,990,759
                    
                    
                    $
                    550,215
                    
                    
                    $
                    579
                    
                    
                    $
                    (4,448,903
                    )
                    
                    $
                    (1,907,350
                    )Net
      loss for the period
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (380,607
                    )
                    
                    
                    (380,607
                    )Foreign
      currency translation adjustment
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    24
                    
                    
                    
                    -
                    
                    
                    
                    24Balance
      as of September 30, 2009
                    
                    
                    1,990,759,517
                    
                    
                    $
                    1,990,759
                    
                    
                    $
                    550,215
                    
                    
                    $
                    603
                    
                    
                    $
                    (4,829,510
                    )
                    
                    $
                    (2,287,933
                    )




See
accompanying notes to condensed consolidated financial
statements


F-5




EATWARE,
INC.


(Formerly
China Shoe Holdings, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)


NOTE-1
              BASIS
      OF PRESENTATION





The
accompanying unaudited condensed consolidated financial statements have been
prepared by management in accordance with both accounting principles generally
accepted in the United States of America (“GAAP”), and the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures
normally included in audited financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to those rules and regulations, although the Company believes that the
disclosures made are adequate to make the information not
misleading.





In the
opinion of management, the consolidated balance sheet as of March 31, 2009 which
has been derived from audited financial statements and these unaudited condensed
consolidated financial statements reflect all normal and recurring adjustments
considered necessary to state fairly the results for the periods presented. The
results for the six months ended September 30, 2009 are not necessarily
indicative of the results to be expected for the entire fiscal year ending March
31, 2010 or for any future period.





These
unaudited condensed consolidated financial statements and notes thereto should
be read in conjunction with the Management’s Discussion and the audited
financial statements and notes thereto included in the Annual Report on Form
10-K for the year ended March 31, 2009.


NOTE-2
              ORGANIZATION
      AND BUSINESS BACKGROUND





Eatware,
Inc. (the “Company” or “CHSH”) was incorporated in the State of Nevada on
January 24, 2005 as Indigo Technologies, Inc. On June 6, 2007, CHSH changed its
name to “China Shoe Holdings, Inc.” On July 20, 2009, the
Company further changed its current name to “Eatware, Inc.” The
principal activity of CHSH, through its subsidiaries, is mainly engaged in the
development and manufacturing of proprietary additives and trading of
bio-degradable food containers and packaging products in Hong Kong and the
People's Republic of China ("PRC").





On March
31, 2009, the Company entered into a Share Exchange Agreement (the “Exchange
Agreement”) by and among (1) Extra Ease Limited (“Extra Ease”) and (2) Eatware
Intellectual Properties Limited (“EWIP”), and (3) the shareholders of Extra Ease
and EWIP. Pursuant to the Exchange Agreement, the Company agreed to issue a
total of 1,871,313,946 shares of its common stock, of which (i) 121,313,946
shares were issued to the shareholder of Extra Ease in exchange for 10,000
shares of Extra Ease, representing 100% of the issued and outstanding common
stock of Extra Ease, and (ii) 1,750,000,000 shares were issued to the
shareholders of EWIP in exchange for 50,000 shares of EWIP, representing 100% of
the issued and outstanding common stock of EWIP. Immediately following
completion of the share exchange transaction, Extra Ease and EWIP became the
wholly-owned subsidiaries of the Company.





This
stock exchange transaction has been accounted for as a reverse acquisition and
recapitalization of CHSH whereby Extra Ease and EWIP, as a combined
entity is deemed to be the accounting acquirer (legal acquiree) and CHSH to
be the accounting acquiree (legal acquirer). The accompanying condensed
consolidated financial statements are in substance those of Extra Ease and EWIP,
with the assets and liabilities, and revenues and expenses, of the Company being
included effective from the date of stock exchange
transaction.


F-6




EATWARE,
INC.


(Formerly
China Shoe Holdings, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





As of
September 30, 2009, details of the Company’s subsidiaries are described
below:





Name of subsidiaries
                          
                          Place and date of
                            incorporation
                          
                          Particulars of
                            issued/ registered
                            share capital
                          
                          Principal activitiesExtra
      Ease Limited (“Extra Ease”)
                          
                          British Virgin Islands,
                            January 2, 2008
                          
                          10,000
      issued share
                            of
      US$1 each
                          
                          Investment
      holdingEatware
      Global Corp. (“EGC”)
                          
                          British Virgin Islands,
                            March 31, 2006
                          
                          1
      issued share of US$1 each
                          
                          Investment
      holdingEatware
      Intellectual Properties Limited (“EWIP”)
                          
                          British Virgin Islands,
                            December 15, 2006
                          
                          1
      issued share of US$1 each
                          
                          Development
      of technical know-how and patentsEatware
      Far East Limited (“EFEL”)
                          
                          Hong Kong,
                            January 26, 2007
                          
                          1
      issued share of HK$1 each
                          
                          Trading
      of foodwares and containersEatware
      International Limited (“EIL”)
                          
                          British Virgin Islands, December 15, 2006
                          
                          1
      issued share of US$1 each
                          
                          Trading
      of foodwares and packaging productsRongbao
      (Nantong) Environmental Co., Ltd (“RBNT”)
                          
                          The People’s Republic of China,
                            June 22, 2005
                          
                          US$100,000
                          
                          Manufacture
      and development of proprietary additivesEatware
      Assets Management Limited (“EAML”)
                          
                          Hong Kong,
                            September 1, 2008
                          
                          1
      issued share of HK$1 each
                          
                          Investment
      holding





The
Company and its subsidiaries are hereinafter referred to as (the
"Company").





NOTE
      -3
              GOING
      CONCERN UNCERTAINTY





The
accompanying condensed consolidated financial statements have been prepared
using the going concern basis of accounting, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of
business.





For the
six months ended September 30, 2009, the Company has incurred a net loss of
$380,607 and experienced negative cash flows from operations of $317,729 with an
accumulated deficit of $4,829,510 as of that date. The continuation of the
Company as a going concern through September 30, 2010 is dependent upon the
continued financial support from its stockholders and overdraft facility. The
Company is currently pursuing the additional financing for its operations.
However, there is no assurance that the Company will be successful in securing
sufficient funds to sustain the operations.





These
factors raise substantial doubt about the Company’s ability to continue as a
going concern. These condensed consolidated financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets and liabilities that may result in the Company not
being able to continue as a going concern.





NOTE
      -4
              SUMMARY
      OF SIGNIFICANT ACCOUNTING
POLICIES





l
            Use
      of estimates





In
preparing these condensed consolidated financial statements, management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities in the balance sheets and revenues and expenses during the periods
reported. Actual results may differ from these estimates.





l
            Basis
      of consolidation





The
condensed consolidated financial statements include the financial statements of
CHSH and its subsidiaries. All significant inter-company balances and
transactions within the Company have been eliminated upon
consolidation.


F-7


EATWARE,
INC.
 (Formerly
China Shoe Holdings, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


l
            Cash
      and cash equivalents





Cash and
cash equivalents are carried at cost and represent cash on hand, demand deposits
placed with banks or other financial institutions and all highly liquid
investments with an original maturity of three months or less as of the purchase
date of such investments.





l
            Accounts
      receivable, trade





Accounts
receivable are recorded at the invoiced amount and do not bear interest. The
Company extends unsecured credit to its customers in the ordinary course of
business but mitigates the associated risks by performing credit checks and
actively pursuing past due accounts. An allowance for doubtful accounts is
established and determined based on managements’ assessment of known
requirements, aging of receivables, payment history, the customers’ current
credit worthiness and the economic environment. As of September 30, 2009, the
Company recorded no allowance for doubtful accounts.





l
              Inventories





Inventories
are stated at the lower of cost or market (net realizable value), cost being
determined on a weighted average method. Costs mainly represent the cost of
raw material of proprietary additives. The Company quarterly reviews historical
sales activity to determine excess, slow moving items and potentially obsolete
items and also evaluates the impact of any anticipated changes in future demand.
The Company provides inventory allowances based on excess and obsolete
inventories determined principally by customer demand. As of September 30, 2009,
no allowance for obsolete inventories was required.





l
            Plant
      and equipment, net





Plant and
equipment are stated at cost less accumulated depreciation and accumulated
impairment losses, if any. Depreciation is calculated on the straight-line basis
over the following expected useful lives from the date on which they become
fully operational:





Depreciable lifeLeasehold
      improvement
                
                Term of the lease (2 years)Furniture,
      fixtures and office equipment
                
                4 to 5 years





Expenditure
for repairs and maintenance is expensed as incurred. When assets have retired or
sold, the cost and related accumulated depreciation are removed from the
accounts and any resulting gain or loss is recognized in the results of
operations.





Depreciation
expense for the three months ended September 30, 2009 and 2008 were $393 and
$447, respectively.





Depreciation
expense for the six months ended September 30, 2009 and 2008 were $786 and $842,
respectively.





l
              Valuation
      of long-lived assets





Long-lived
assets primarily include plant and equipment and intangible assets. In
accordance with the provisions of Accounting Standards Codification ("ASC") ASC
Topic 360-10-5, “Impairment or
Disposal of Long-Lived Assets”, the Company periodically reviews
long-lived assets for impairment whenever events or changes in business
circumstances indicate that the carrying amount of the assets may not be fully
recoverable or that the useful lives are no longer appropriate. Each impairment
test is based on a comparison of the undiscounted cash flows to the recorded
value of the asset. If an impairment is indicated, the asset is written down to
its estimated fair value based on a discounted cash flow analysis. Determining
the fair value of long-lived assets includes significant judgment by management,
and different judgments could yield different results. There has been no
impairment as of September 30, 2009.


F-8


EATWARE,
INC.
 (Formerly
China Shoe Holdings, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


l
              Revenue
      recognition





In
accordance with the ASC Topic 605, "Revenue Recognition", the
Company recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the sales price is fixed or determinable, and
collectibility is reasonably assured.





(a)
              Sales
      of products





Revenue
is recognized when products are delivered to customers. Provisions for discounts
and rebates to customers, estimated returns and allowances, and other
adjustments are provided for in the same period the related sales are recorded.
In instances where products are configured to customer requirements, revenue is
recorded upon the successful completion of the Company’s final test procedures
and the customer’s acceptance.





The
Company is subject to valued-added tax ("VAT") under the PRC tax law which is
levied on the majority of the products at the rate of 17% on the invoiced value
of sales. Output VAT is borne by customers in addition to the invoiced value of
sales and input VAT is borne by the subsidiaries in addition to the invoiced
value of purchases to the extent not refunded for export sales.





(b)
              Interest
      income





Interest
income is recognized on a time apportionment basis, taking into account the
principal amounts outstanding and the interest rates applicable.





l
              Income
      taxes





The
Company adopts the ASC Topic 740, “Income Taxes” regarding
accounting for uncertainty in income taxes prescribes the recognition threshold
and measurement attributes for financial statement recognition and measurement
of tax positions taken or expected to be taken on a tax return. In addition, the
guidance requires the determination of whether the benefits of tax positions
will be more likely than not sustained upon audit based upon the technical
merits of the tax position. For tax positions that are determined to be more
likely than not sustained upon audit, a company recognizes the largest amount of
benefit that is greater than 50% likely of being realized upon ultimate
settlement in the financial statements. For tax positions that are not
determined to be more likely than not sustained upon audit, a company does not
recognize any portion of the benefit in the financial statements. The guidance
provides for de-recognition, classification, penalties and interest, accounting
in interim periods and disclosure.





For the
six months ended September 30, 2009 and 2008, the Company did not have any
interest and penalties associated with tax positions. As of September 30, 2009,
the Company did not have any significant unrecognized uncertain tax
positions.





The
Company conducts major businesses in the PRC and Hong Kong and is subject to
taxes in these jurisdictions. As a result of its business activities, the
Company files tax returns that are subject to examination by the local and
foreign tax authorities.





l
              Net
      loss per share





The
Company calculates net loss per share in accordance with ASC Topic 260,“Earnings per Share.” Basic
loss per share is computed by dividing the net loss by the weighted-average
number of common shares outstanding during the period. Diluted loss per share is
computed similar to basic loss per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common stock equivalents had been issued and if the
additional common shares were dilutive.


F-9


EATWARE,
INC.
 (Formerly
China Shoe Holdings, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


l
            Comprehensive
      loss





ASC Topic
220,“Comprehensive
Income” establishes standards for reporting and display of comprehensive
income, its components and accumulated balances. Comprehensive income as defined
includes all changes in equity during a period from non-owner sources.
Accumulated comprehensive income, as presented in the accompanying condensed
consolidated statements of stockholder’s deficit consists of changes in
unrealized gains and losses on foreign currency translation. This comprehensive
income is not included in the computation of income tax expense or
benefit.





l
              Foreign
      currencies translation





Transactions
denominated in currencies other than the functional currency are translated into
the functional currency at the exchange rates prevailing at the dates of the
transaction. Monetary assets and liabilities denominated in currencies other
than the functional currency are translated into the functional currency using
the applicable exchange rates at the balance sheet dates. The resulting exchange
differences are recorded in the statement of operations.





The
reporting currency of the Company is the United States dollar ("US$"). The
Company’s subsidiaries operating in Hong Kong maintain their books and record in
its local currency, Hong Kong Dollars ("HK$") while one subsidiary operating in
the PRC maintains its books and records in its local currency, Renminbi
Yuan ("RMB"), which are functional currencies as being the primary currency of
the economic environment in which these entities operate.





In
general, assets and liabilities are translated into US$, in accordance ASC Topic
830-30, “Translation of
Financial Statement”, using the exchange rate on
the balance sheet date. Revenues and expenses are translated at average rates
prevailing during the period. The gains and losses resulting from translation of
financial statements of foreign subsidiaries are recorded as a separate
component of accumulated other comprehensive income within the statement of
stockholders’ deficit.





Translation
of amounts from HK$ and RMB into US$1 has been made at the following exchange
rates for the respective period:


September 30, 2009
                  
                  
                  September 30, 2008Period-end
      RMB:US$1 exchange rate
                  
                  
                  6.838
                  
                  
                  
                  6.855Average
      monthly rates RMB:US$1 exchange rate
                  
                  
                  6.841
                  
                  
                  
                  6.911Period
      end HK$:US$1 exchange rate
                  
                  
                  7.750
                  
                  
                  
                  7.770Average
      monthly rates HK$:US$1 exchange rate
                  
                  
                  7.752
                  
                  
                  
                  7.800





l
              Related
      parties





Parties,
which can be a corporation or individual, are considered to be related if the
Company has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and
operating decisions. Companies are also considered to be related if they are
subject to common control or common significant influence.





l
              Segment
      reporting





ASC Topic
280, “Segment
Reporting” establishes standards for reporting information about
operating segments on a basis consistent with the Company’s internal
organization structure as well as information about geographical areas, business
segments and major customers in the financial statements. During the six months
ended September 30, 2009 and 2008, the Company operates two reportable segments
in Hong Kong and the PRC.





l
              Fair
      value measurement





ASC Topic
820-10, “Fair Value
Measurements and Disclosures” ("ASC 820-10") establishes a new framework
for measuring fair value and expands related disclosures. Broadly, ASC 820-10
framework requires fair value to be determined based on the exchange price that
would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants. ASC 820-10 establishes a
three-level valuation hierarchy based upon observable and non-observable
inputs. These tiers include: Level 1, defined as observable inputs such as
quoted prices in active markets; Level 2, defined as inputs other than quoted
prices in active markets that are either directly or indirectly observable; and
Level 3, defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own
assumptions.


F-10


EATWARE,
INC.
 (Formerly
China Shoe Holdings, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
 (Currency
expressed in United States Dollars (“US$”))
 (Unaudited)


For
financial assets and liabilities, fair value is the price the Company would
receive to sell an asset or pay to transfer a liability in an orderly
transaction with a market participant at the measurement date. In the absence of
active markets for the identical assets or liabilities, such measurements
involve developing assumptions based on market observable data and, in the
absence of such data, internal information that is consistent with what market
participants would use in a hypothetical transaction that occurs at the
measurement date.





l
              Recent
      accounting pronouncements





The
Company has reviewed all recently issued, but not yet effective, accounting
pronouncements and does not believe the future adoption of any such
pronouncements may be expected to cause a material impact on its financial
condition or the results of its operations.





In
September 2009, Accounting Standards Codification (“ASC”) became the source of
authoritative U.S. GAAP recognized by the Financial Accounting Standards Board
(“FASB”) for nongovernmental entities, except for certain FASB Statements not
yet incorporated into ASC. Rules and interpretive releases of the SEC under
federal securities laws are also sources of authoritative U.S. GAAP for
registrants. The discussion below includes the applicable ASC
reference.





The
Company adopted ASC Topic 810-10, “Consolidation” (formerly SFAS
No. 160, “Noncontrolling
Interests in Consolidated Financial Statements – an amendment of ARB No.
51”) effective January 2, 2009. ASC Topic 810-10 changes the manner of
presentation and related disclosures for the noncontrolling interest in a
subsidiary (formerly referred to as a minority interest) and for the
deconsolidation of a subsidiary. The adoption of these sections did not have a
material impact on the Company’s condensed consolidated financial
statements.





ASC Topic
815-10, “Derivatives and
Hedging” (formerly SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”) was adopted by the Company effective
January 2, 2009. The guidance under ASC Topic 815-10 changes the manner of
presentation and related disclosures of the fair values of derivative
instruments and their gains and losses.





In April
2009, the FASB issued an update to ASC Topic 820-10, “Fair Value Measurements and
Disclosures” (“ASC 820-10) (formerly FASB Staff Position No. SFAS 157-4,
“Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly”). The
standard provides additional guidance on estimating fair value in accordance
with ASC 820-10 when the volume and level of transaction activity for an asset
or liability have significantly decreased in relation to normal market activity
for the asset or liability have significantly decreased and includes guidance on
identifying circumstances that indicate if a transaction is not orderly. The
Company adopted this pronouncement effective April 1, 2009 with no impact on its
condensed consolidated financial statements.





In April
2009, the FASB issued FSP SFAS No. 107-1, “Disclosures about Fair Value of
Financial Instruments” (“ASC 825-10”). ASC 825-10 requires fair value of
financial instruments disclosure for interim reporting periods of publicly
traded companies as well as in annual financial statements. ASC 825-10 is
effective for interim periods ending after June 15, 2009 and was adopted by the
Company in the second quarter of 2009. There was no material impact to the
Company’s condensed consolidated financial statements as a result of the
adoption of ASC 825-10.





In April
2009, the FASB issued FSP APB No. 28-1, “Interim Financial Reporting”
(“ASC 825-10”). ASC 825-10 requires the fair value of financial instruments
disclosure in summarized financial information at interim reporting periods. ASC
825-10 is effective for interim periods ending after June 15, 2009 and was
adopted by the Company in the quarter ended September 30, 2009. There was no
material impact to the Company’s condensed consolidated financial statements as
a result of the adoption of ASC 825-10.


F-11





EATWARE,
INC.


(Formerly
China Shoe Holdings, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





The
Company adopted ASC Topic 855-10, “Subsequent Events” (formerly
SFAS 165, “Subsequent
Events”) effective April 1, 2009. This pronouncement changes the general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued.





In June
2009, the FASB finalized SFAS No. 167, “Amending FASB interpretation No.
46(R)”, which was included in ASC Topic 810-10-05 “Variable Interest Entities”.
The provisions of ASC Topic 810-10-05 amend the definition of the primary
beneficiary of a variable interest entity and will require the Company to make
an assessment each reporting period of its variable interests. The provisions of
this pronouncement are effective January 1, 2010. The Company is evaluating the
impact of the statement on its consolidated financial statements.





In July
2009, the FASB issued SFAS No. 168, “The Hierarchy of Generally Accepted
Accounting Principles”. SFAS 168 codified all previously issued
accounting pronouncements, eliminating the prior hierarchy of accounting
literature, in a single source for authoritative U.S. GAAP recognized by the
FASB to be applied by nongovernmental entities. SFAS 168, now ASC Topic 105-10
“Generally Accepted Accounting
Principles”, is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. The adoption of this
pronouncement did not have an effect on the Company’s condensed consolidated
financial statements.





In August
2009, the FASB issued an update of ASC Topic 820, “Measuring Liabilities at Fair
Value”. The new guidance provides clarification that in circumstances in
which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using prescribed
techniques. The Company adopted the new guidance in the quarter ended September
30, 2009 and it did not materially affect the Company’s financial position and
results of operations.





In
October 2009, the FASB issued ASU No. 2009-13, “Revenue Recognition (Topic 605):
Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging
Issues Task Force)” which amends ASC 605-25, “Revenue Recognition:
Multiple-Element Arrangements.” ASU No. 2009-13 addresses how to
determine whether an arrangement involving multiple deliverables contains more
than one unit of accounting and how to allocate consideration to each unit of
accounting in the arrangement. This ASU replaces all references to fair value as
the measurement criteria with the term selling price and establishes a hierarchy
for determining the selling price of a deliverable. ASU No. 2009-13 also
eliminates the use of the residual value method for determining the allocation
of arrangement consideration. Additionally, ASU No. 2009-13 requires expanded
disclosures. This ASU will become effective for us for revenue arrangements
entered into or materially modified on or after April 1, 2011. Earlier
application is permitted with required transition disclosures based on the
period of adoption. The Company is currently evaluating the application date and
the impact of this standard on its condensed consolidated financial
statements.





NOTE
      - 5
                  ACCOUNTS
      RECEIVABLE, TRADE





The
majority of the Company’s sales are on open credit terms and in accordance with
terms specified in the contracts governing the relevant transactions. The
Company evaluates the need of an allowance for doubtful accounts based on
specifically identified amounts that management believes to be uncollectible. If
actual collections experience changes, revisions to the allowance may be
required. For the six months ended September 30, 2009 and 2008, the Company
provided the allowance for doubtful accounts of $0 and $7,500
respectively.


F-12


EATWARE,
INC.


(Formerly
China Shoe Holdings, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





NOTE
      -6
              BANK
      OVERDRAFT





In July
2009, the Company renewed its overdraft facility with Dah Sing Bank
with the additional corporate guarantee from a related company. Under this
facility, the Company may borrow up to $167,733 (equivalent to HK$1,300,000) at
a rate of 0.5% per annum over Hong Kong prime rate, payable monthly. Weighted
average interest rate approximated 5.75% per annum for the six months ended
September 30, 2009. This facility is personally guaranteed by Mr. So, Jonathan
W.L., the director of the Company and also guaranteed by a related company which
is controlled by Mr. So, Jonathan W.L., the director of the Company. The
overdraft facility will be extended or renewed at the option of the
bank.





NOTE-7
              NOTES
      PAYABLE, UNSECURED





As of
September 30, 2009, the aggregate notes payable of $769,726 included the
following:





(i)
            $700,223
      note payable due to an unrelated party, Swiftasset Holding Limited, which
      carries interest rate of 7% per annum, unsecured and no fixed term of
      repayment; and





(ii)
            $30,795
      note payable due to an unrelated party, Mr. Liu Kwok Keung, which carries
      interest rate of 7% per annum, unsecured and no fixed term of repayment;
      and





(iii)
            $38,708
      note payable due to an unrelated party, Profit Way Industrial Limited,
      which is unsecured, interest-free and no fixed term of repayment. The
      amount of the imputed interest is
insignificant.





NOTE
      -8
              AMOUNT
      DUE TO A DIRECTOR





As of
September 30, 2009, $1,158,156 due to a director, Mr. So, Jonathan W.L.
represented temporary advances to the Company which was unsecured, interest-free
and has no fixed repayment term. The amount of imputed interest is
insignificant.





NOTE-9
              INCOME
      TAXES





For the
six months ended September 30, 2009 and 2008, the local (“United States of
America”) and foreign components of loss before income taxes were comprised of
the following:





Six months ended September 30,2009
                    
                    
                    2008Tax
      jurisdictions from:-
      Local
                    
                    $
                    203,865
                    
                    
                    $
                    21,760-
      Foreign
                    
                    
                    176,742
                    
                    
                    
                    532,939Loss
      before income tax
                    
                    $
                    380,607
                    
                    
                    $
                    554,699





The
effective tax rate in the years presented is the result of the mix of income
earned in various tax jurisdictions that apply a broad range of income tax
rates. The Company and its subsidiaries that operate in various countries:
United States of America, British Virgin Islands, Hong Kong and the PRC that are
subject to tax in the jurisdictions in which they operate, as
follows:





United
States of America





CHSH is
registered in the State of Nevada and is subjected to United States of America
tax law. As of September 30, 2009, the operation in the United States of America
did not incur net operating losses available for federal tax purposes, which are
available to offset future taxable income.


F-13


EATWARE,
INC.


(Formerly
China Shoe Holdings, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





British
Virgin Islands





Under the
current laws of the BVI, Extra Ease, EGC, EWIP and EIL are not subject to tax on
income.





Hong
Kong





EFEL is
subject to Hong Kong Profits Tax at the statutory rate of 16.5% and 16.5% on the
assessable income for the six months ended September 30, 2009 and 2008,
respectively. For the six months ended September 30, 2009 and 2008, its
operating subsidiaries in Hong Kong incurred an operating loss for income tax
purposes and were exempted from Hong Kong Profits Tax.





The
PRC





The
Company’s subsidiary, RBNT operating in the PRC is subject to the Corporate
Income Tax governed by the Income Tax Law of the People’s Republic of China
(“PRC Income Tax Law”), at a unified statutory rate of 25%. Under the PRC Income
Tax Law, RBNT is qualified as a foreign investment enterprise and is exempted
from income tax for the first two profit making years with a 50% exemption of
income tax (that is 30%) for the next three years. For the six months ended
September 30, 2009 and 2008, RBNT was exempted from the PRC Income Tax due to
the cumulative operating losses.





The
following table sets forth the significant components of the aggregate net
deferred tax assets and liabilities of the Company as of September 30, 2009 and
March 31, 2009:





September 30, 2009
                  
                  
                  March 31, 2009Deferred
      tax liabilities:Depreciation
                  
                  $
                  786
                  
                  
                  $
                  294Deferred
      tax assets:Net
      operating loss carryforwards
                  
                  
                  354,902
                  
                  
                  
                  329,222Total
      net deferred tax assets
                  
                  
                  354,116
                  
                  
                  
                  328,928Less:
      valuation allowance
                  
                  
                  (354,116
                  )
                  
                  
                  (328,928
                  )Net
      deferred tax assets
                  
                  $
                  -
                  
                  
                  $
                  -





As of
September 30, 2009 and March 31, 2009, the Company had approximately $2,131,446
and $1,978,796 of the cumulative tax losses which can be carried forward
indefinitely to offset future taxable income.





Management
believes that it is more likely than not that the deferred tax assets from net
operating loss carryforwards will not be fully realizable in the future.
Accordingly, the Company provided for a full valuation allowance against its
deferred tax assets of $354,116 and $328,928 as of September 30, 2009 and March
31, 2009, respectively. During the six months ended September 30, 2009, the
valuation allowance increased by $25,188, primarily relating to net operating
loss carryforwards from the foreign tax regimes.


F-14


EATWARE,
INC.


(Formerly
China Shoe Holdings, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





NOTE-10
              RELATED
      PARTY TRANSACTIONS





Six months ended September 30,2009
                  
                  2008Rental
      charge reimbursed by a related company
                  (a)
                  
                  $
                  77,480
                  
                  
                  $
                  82,910Consultancy
      fees paid to a related company
                  (b)
                  
                  $
                  -
                  
                  
                  $
                  50,479





(a)
            For
      the six months ended September 30, 2009 and 2008, the Company leased out
      some portion of the office premises to and partially reimbursed rental
      charge by a related company, which is controlled by the director of the
      Company, at the market price in accordance with the lease agreement in a
      normal course of business.





(b)
            For
      the six months ended September 30, 2008, the Company paid consultancy
      service to a related company which is controlled by the director of the
      Company, at its fair value in a normal course of
  business.





NOTE-11
              SEGMENT
      INFORMATION





(a)         Business
segment reporting





The
Company’s business units have been aggregated into two reportable segments, as
defined by ASC Topic 280:





l
            Additive
      Business – sales and manufacture of proprietary additives in the
      PRC





l
            Foodware
      Business – trading of food containers and packaging products in Hong Kong
      and overseas





The
accounting policies of the segments are the same as those described in the
summary of significant accounting policies (see Note 4). The Company had no
inter-segment sales for the six months ended September 30, 2009 and 2008. The
Company’s reportable segments are strategic business units that offer different
products and services. They are managed separately based on the different
technology and marketing strategies of each business unit for making internal
operating decisions.





Summarized
financial information concerning the Company’s reportable segments is shown in
the following table for the three months ended September 30, 2009 and
2008:





Three months ended September 30, 2009Additive
                  Business
                
                
                Foodware
                  Business
                
                
                TotalOperating
      revenues
                
                $
                6,166
                
                
                $
                133,074
                
                
                $
                139,240Cost
      of revenues
                
                
                (5,561
                )
                
                
                (116,395
                )
                
                
                (121,956
                )Gross
      profit
                
                
                605
                
                
                
                16,679
                
                
                
                17,284Depreciation
                
                
                41
                
                
                
                352
                
                
                
                393Net
      loss
                
                $
                (3,595
                )
                
                $
                (197,181
                )
                
                $
                (200,776
                )Expenditure
      for long-lived assets
                
                $
                -
                
                
                $
                -
                
                
                $
                -





Three months ended September 30, 2008Additive
                  Business
                
                
                Foodware
                  Business
                
                
                TotalOperating
      revenues
                
                $
                36,812
                
                
                $
                798,396
                
                
                $
                835,208Cost
      of revenues
                
                
                (35,421
                )
                
                
                (576,939
                )
                
                
                (612,360
                )Gross
      profit
                
                
                1,391
                
                
                
                221,457
                
                
                
                222,848Depreciation
                
                
                41
                
                
                
                406
                
                
                
                447Net
      loss
                
                $
                (3,103
                )
                
                $
                (241,130
                )
                
                $
                (244,233
                )Expenditure
      for long-lived assets
                
                $
                -
                
                
                $
                1,225
                
                
                $
                1,225


F-15





EATWARE,
INC.


(Formerly
China Shoe Holdings, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





Summarized
financial information concerning the Company’s reportable segments is shown in
the following table for the six months ended September 30, 2009 and
2008:





Six months ended September 30, 2009Additive
                  Business
                
                
                Foodware
                  Business
                
                
                TotalOperating
      revenues
                
                $
                22,201
                
                
                $
                345,565
                
                
                $
                367,766Cost
      of revenues
                
                
                (19,187
                )
                
                
                (292,735
                )
                
                
                (311,922
                )Gross
      profit
                
                
                3,014
                
                
                
                52,830
                
                
                
                55,844Depreciation
                
                
                81
                
                
                
                705
                
                
                
                786Net
      loss
                
                $
                (5,778
                )
                
                $
                (374,829
                )
                
                $
                (380,607
                )Expenditure
      for long-lived assets
                
                $
                -
                
                
                $
                -
                
                
                $
                -





Six months ended September 30, 2008Additive
                  Business
                
                
                Foodware
                  Business
                
                
                TotalOperating
      revenues
                
                $
                103,482
                
                
                $
                1,513,696
                
                
                $
                1,617,178Cost
      of revenues
                
                
                (99,138
                )
                
                
                (1,164,867
                )
                
                
                (1,264,005
                )Gross
      profit
                
                
                4,344
                
                
                
                348,829
                
                
                
                353,173Depreciation
                
                
                80
                
                
                
                762
                
                
                
                842Net
      loss
                
                $
                (4,596
                )
                
                $
                (550,103
                )
                
                $
                (554,699
                )Expenditure
      for long-lived assets
                
                $
                -
                
                
                $
                1,263
                
                
                $
                1,263





(b)         Geographic
segment reporting





In
respect of geographical segment reporting, sales are based on the country in
which the customer is located, as follows:


Six months ended September 30,2009
                
                
                2008By
      regions:North
      America
                
                $
                248,538
                
                
                $
                1,213,795Asia
                
                
                74,364
                
                
                
                263,114Europe
                
                
                17,216
                
                
                
                87,952Others
                
                
                27,648
                
                
                
                52,317Total
      revenue, net
                
                $
                367,766
                
                
                $
                1,617,178





NOTE-12
              CONCENTRATIONS
      OF RISK





The
Company is exposed to the following concentrations of risk:





(a)         Major
customers





The
following is a table summarizing the revenue from customers that individually
represent more than 10% of the Company’s revenue for the three months ended
September 30, 2009 and 2008 and their outstanding balances at period-end
date:


F-16





EATWARE,
INC.


(Formerly
China Shoe Holdings, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





Three months ended September 30,
      2009
                              
                              
                              September 30, 2009Revenues
                              
                              Percentage
                                of revenues
                              
                              
                              Accounts receivable,
                                tradeCustomer
      A
                              
                              $
                              25,582
                              
                              18
                              %
                              
                              $
                              2,573Customer
      B
                              
                              
                              32,673
                              
                              23
                              %
                              
                              
                              33,783Customer
      C
                              
                              
                              22,906
                              
                              16
                              %
                              
                              
                              2,076Total:
                              
                              $
                              81,161
                              
                              57
                              %
                              Total:
                              $
                              38,432




For the
three months ended September 30, 2008, one customer represented more than 10% of
the Company’s revenue. This customer accounts for 59% of the Company’s revenue
amounting to $494,918, with $106,095 of accounts receivable.





The
following is a table summarizing the revenue from customers that individually
represent more than 10% of the Company’s revenue for the six months ended
September 30, 2009 and 2008 and their outstanding balances at period-end
date:





Six months ended September 30,
      2009
                                
                                
                                September 30, 2009Revenues
                                
                                Percentage
                                  of revenues
                                
                                
                                Accounts receivable,
                                  tradeCustomer
      A
                                
                                $
                                141,148
                                
                                38
                                %
                                
                                $
                                2,573Customer
      B
                                
                                
                                67,200
                                
                                18
                                %
                                
                                
                                33,783Customer
      C
                                
                                
                                49,031
                                
                                13
                                %
                                
                                
                                2,076Total:
                                
                                $
                                257,379
                                
                                69
                                %
                                Total:
                                $
                                38,432





For the
six months ended September 30, 2008, one customer represented more than 10% of
the Company’s revenue. This customer accounts for 58% of the Company’s revenue
amounting to $942,095, with $106,095 of accounts receivable.





(b)         Major
vendors





The
following is a table summarizing the purchase from vendors that individually
represent more than 10% of the Company’s purchase for the three months ended
September 30, 2009 and 2008 and their outstanding balances at period-end
date:





Three months ended September 30,
      2009
                            
                            
                            September 30, 2009Purchases
                            
                            Percentage
                              of purchases
                            
                            
                            Accounts payable,
                              tradeVendor
      A
                            
                            $
                            72,655
                            
                            64
                            %
                            
                            $
                            28,895Vendor
      B
                            
                            
                            36,586
                            
                            32
                            %
                            
                            
                            58,120Total:
                            
                            $
                            109,241
                            
                            96
                            %
                            Total:
                            $
                            87,015




F-17





EATWARE,
INC.


(Formerly
China Shoe Holdings, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





Three months ended September 30,
      2008
                            
                            
                            September 30, 2008Purchases
                            
                            Percentage
                              of purchases
                            
                            
                            Accounts payable,
                              tradeVendor
      A
                            
                            $
                            376,394
                            
                            61
                            %
                            
                            $
                            219,776Vendor
      B
                            
                            
                            200,545
                            
                            33
                            %
                            
                            
                            105,780Total:
                            
                            $
                            576,939
                            
                            94
                            %
                            Total:
                            $
                            325,556





The
following is a table summarizing the purchase from vendors that individually
represent more than 10% of the Company’s purchase for the six months ended
September 30, 2009 and 2008 and their outstanding balances at period-end
date:





Six months ended September 30,
      2009
                            
                            
                            September 30, 2009Purchases
                            
                            Percentage
                              of purchases
                            
                            
                            Accountspayable, tradeVendor
      A
                            
                            $
                            188,251
                            
                            60
                            %
                            
                            $
                            28,895Vendor
      B
                            
                            
                            97,331
                            
                            31
                            %
                            
                            
                            58,120Total:
                            
                            $
                            285,582
                            
                            91
                            %
                            Total:
                            $
                            87,015





Six months ended September 30,
      2008
                            
                            
                            September 30, 2008Purchases
                            
                            Percentage
                              of purchases
                            
                            
                            Accounts payable, tradeVendor
      A
                            
                            $
                            774,170
                            
                            61
                            %
                            
                            $
                            219,776Vendor
      B
                            
                            
                            390,697
                            
                            31
                            %
                            
                            
                            105,780Total:
                            
                            $
                            1,164,867
                            
                            92
                            %
                            Total:
                            $
                            325,556





(c)         Credit
risk





Financial
instruments that potentially subject the Company to significant concentrations
of credit risk consist principally of cash and trade accounts receivable. The
Company performs ongoing credit evaluations of its customers' financial
condition, but does not require collateral to support such
receivables.





(d)         Exchange
rate risk





The
Company cannot guarantee that the current exchange rate will remain steady;
therefore there is a possibility that the Company could post the same amount of
net income for two comparable periods and because of the fluctuating exchange
rate actually post higher or lower profit depending on exchange rate of HK$
converted to US$ on that date. The exchange rate could fluctuate depending on
changes in political and economic environments without notice.





(e) Interest
rate risk





As the
Company has no significant interest-bearing assets, the Company’s income and
operating cash flows are substantially independent of changes in market interest
rates.





The
Company’s interest-rate risk arises from bank overdraft. Bank overdraft at
variable rates exposes the Company to cash flow interest rate risk. The Company
manages interest rate risk by varying the issuance and maturity dates variable
rate debt, limiting the amount of variable rate debt, and continually monitoring
the effects of market changes in interest rates. As of September 30, 2009,
borrowings under overdraft facility were at variable rates. The interest rates
of bank facility are disclosed in Note 6.


F-18





EATWARE,
INC.


(Formerly
China Shoe Holdings, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





NOTE-13
              COMMITMENTS
      AND CONTINGENCIES





(a)         Operating
lease commitments





The
Company was committed under various non-cancelable operating leases with fixed
monthly rentals, due September 2010. Costs incurred under these operating leases
are recorded as rent expense and totaled approximately $15,502 and $8,164 for
the six months ended September 30, 2009 and 2008.





As of
September 30, 2009, the Company has future minimum rental payments of $128,766
due under non-cancelable operating leases in the next 12 months.





NOTE-14
              SUBSEQUENT
      EVENTS





The
Company evaluated subsequent events through November 17, 2009, the date the
financial statements were issued, and there were no subsequent events which
impacted the Company’s financial position or results of operations as of
September 30, 2009 or which required disclosure.


F-19





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




SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS




The
following discussion should be read in conjunction with the Financial Statements
and Notes thereto. This document contains certain forward-looking statements
including, among others, anticipated trends in our financial condition and
results of operations and our business strategy. (See Part I, Item 1A, "Risk
Factors "). These forward-looking statements are based largely on our current
expectations and are subject to a number of risks and uncertainties. Actual
results could differ materially from these forward-looking statements. Important
factors to consider in evaluating such forward-looking statements include (i)
changes in external factors or in our internal budgeting process which might
impact trends in our results of operations; (ii) unanticipated working capital
or other cash requirements; (iii) changes in our business strategy or an
inability to execute our strategy due to unanticipated changes in the industries
in which we operate; and (iv) various competitive market factors that may
prevent us from competing successfully in the marketplace. The Company assumes
no obligation and does not intend to update any forward-looking statements,
except as required by law.




USE
OF TERMS





Except as
otherwise indicated by the context, references in this Form 10-Q to “CHSH,”
“we,” “us,” “our,” “our Company,” or “the Company” are to Eatware, Inc., a
Nevada corporation, and its consolidated subsidiaries. Unless the context
otherwise requires, all references to (i)“Extra Ease” are to Extra Ease Limited,
a limited liability company incorporated in the British Virgin Islands;
(ii)“EGC” are to Eatware Global Corp., a limited liability company incorporated
in the British Virgin Islands; (iii)“EWIP” are to Eatware Intellectual
Properties Limited, a limited liability company incorporated in the British
Virgin Islands; (iv)“EFEL” are to Eatware Far East Limited, a limited liability
company incorporated in the British Virgin Islands;  (v)“EIL” are to
Eatware International Limited, a limited liability company incorporated in the
British Virgin Islands;  (vi)“RBNT” are to Rongbao (Nantong) Environmental
Co., Ltd., a limited liability company incorporated in the People's Republic of
China; (vii)“EAML” are to Eatware Assets Management Limited, a limited liability
company incorporated in Hong Kong (viii) “BVI” are to British Virgin
Islands; (ix) “PRC” and “China” are to the People's Republic of China; (x) “U.S.
dollar,” “$” and “US$” are to United States dollars; (xi) “RMB” are to Yuan
of China; (xii) “Securities Act” are to the Securities Act of 1933, as amended;
and “Exchange Act” are to the Securities Exchange Act of 1934, as
amended.








OVERVIEW





We
conduct our operations through our wholly owned subsidiaries, EWIP and
Extra Ease and its subsidiaries – EGC, Eatware Asset Management Ltd.,
Eatware Far East Ltd., Eatware International Ltd., and Rongbao (Nantong)
Environmental Co. Ltd. (collectively referred to as “EGC”).  On
September 15, 2009, a new subsidiary of Extra Ease was formed.  The
name of this subsidiary is Eatware Hong Kong Limited (EWHK) and the company name
took effect from October 5, 2009. Eatware Hong Kong Limited entered into a
licensing agreement with EWIP to be a licensor of the Group’s technologies to
external parties. Extra Ease, EGC and EWIP are collectively referred to as
“Eatware” or the “Group”.  We primarily engage in the marketing and trading
of environmentally safe food packaging products and additives. Our objective is
to establish ourselves as a leading brand of high
quality bio-based food packaging products. We are also looking into
opportunities of licensing our technology, intellectual properties and
trademarks to licensed factories for producing Eatware products and collect
royalty for additional income source.




Prior to
Eatware products launching to the market, we have performed extensive research
on pulp technology. Throughout the process, EWIP has involved experts both from
the industry and the universities. Management believes that Eatware’s
technological application in this area is far advanced of its competitors. Our
research and development strategy is to create innovative, value-added products
and market opportunities and thus enhance Eatware’s market
position.




Our
patented technology, combined with the unique additive serve as a high barrier
to entry for the Company’s competitors.





The
Company relies on a combination of trade secrets, confidentiality agreements,
patent, trademark, copyright, licenses, unfair competition and other
intellectual property laws to protect its intellectual property and other
proprietary rights.





The
Company’s products are 100% organic, chemical-free biodegradable foodservice
packaging product in the industry.  Features of the products include
being oil, water, heat resistant, microwave and oven safe. EWIP also invented
what management believes to be the world’s first 100% organic additive -
Eatplus®,
comprised of a modified starch. While other food packaging competitive products
can take over 200 years to decompose and have contributed to massive landfills
across the globe, Eatware products are designed to decompose in the soil within
180 days and can disperse in water within two weeks.  Eatplus® enhances
the products making them sturdy, yet 100% biodegradable.





In
contrast, traditional foodservice disposables, wraps, and paperboard are
currently manufactured from a variety of materials, including paper and plastic.
Management believes that none of these materials fully addresses three of the
principal challenges facing the foodservice industry; namely performance, price,
and environmental impact. Management believes that Eatware products address the
combination of these challenges better than traditional alternatives and
therefore will be able to achieve a significant share of the foodservice
disposable packaging market.





The
Company’s products can be categorized into five types: (1) plates; (2) bowls;
(3) trays; (4) lunch boxes; and (5) mini containers. To date, The Company’s
technology has been used to produce limited commercial quantities of plates,
bowls, and hinged-lid containers intended for use by all segments of the
foodservice disposable packaging market, including quick-service restaurants,
food and facilities management companies, Governments, universities/colleges,
and retail operations. These products were developed using detailed
environmental assessments and carefully selected raw materials and processes to
minimize the harmful impact on the environment without sacrificing competitive
price or performance.




RESULTS
OF OPERATIONS





The
following table summarizes the results of our operations during the
three months ended September 30, 2009 and 2008, and provides
information regarding the dollar and percentage increase or (decrease) from the
three months ended September 30, 2009 to the three months ended September
30, 2008.





All
amounts, other than percentages, are in U.S dollars




Three months ended September
      30,Item
                
                2009
                
                
                2008
                
                
                Increase
                  (Decrease)
                
                
                % Increase
                  (% Decrease)Revenues,
      net
                
                $
                139,240
                
                
                
                835,208
                
                
                $
                (695,968
                )
                
                
                -83.3
                %Cost
      of revenues
                
                
                121,956
                
                
                
                612,360
                
                
                
                (490,404
                )
                
                
                -80.1
                %Gross
      profit
                
                
                17,284
                
                
                
                222,848
                
                
                
                (205,564
                )
                
                
                -92.2
                %Operating
      expensesSales
      and marketing
                
                
                1,030
                
                
                
                48,233
                
                
                
                (47,203
                )
                
                
                -97.9
                %Research
      and development
                
                
                0
                
                
                
                42,520
                
                
                
                (42,520
                )
                
                
                -100.0
                %General
      and administrative
                
                
                202,009
                
                
                
                372,951
                
                
                
                (170,942
                )
                
                
                -45.8
                %Loss
      from operations
                
                
                (185,755
                )
                
                
                (240,856
                )
                
                
                55,101
                
                
                
                22.9
                %Other
      income (expense):Interest
      income
                
                
                1
                
                
                
                4
                
                
                
                (3
                )
                
                
                -75.0
                %Interest
      expense
                
                
                (15,022
                )
                
                
                (3,381
                )
                
                
                11,641
                
                
                
                344.3
                %Loss
      before income tax
                
                
                (200,776
                )
                
                
                (244,233
                )
                
                
                43,457
                
                
                
                17.8
                %Income
      tax expense
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
                %Net
      loss
                
                $
                (200,776
                )
                
                $
                (244,233
                )
                
                
                43,457
                
                
                
                17.8
                %







Three
Months Ended September 30, 2009 Compared to Three Months Ended September 30,
2008





Revenue





Revenue
was $0.14 million for the three months ended September 30, 2009 as compared to
$0.84 million for the three months ended September 30, 2008,
representing a decreased by 83.3%. The dramatic decrease in revenue was mainly
attributable to the discontinuance of a distributor agreement with a major
customer due to unfavorable business term. Management believes that the
termination of the distributor agreement would eventually bring the Company
a higher profitability in the long run.





Cost
of Revenue and Gross Profit





Cost of
revenue and gross profit were respectively $0.12 million and $0.02 million for
the three months ended September 30, 2009 as compared to $0.61 million and $0.22
million for the three months ended September 30, 2008, representing a decrease
by 80.1% and 92.2% respectively. The decrease in gross profit was mainly due to
the discontinuance of a distributor agreement with a major customer as
discussed above when comparing with the corresponding period of
2008.




Research
and Development Expenses





For the
three months ended September 30, 2009, research and development expenses
decreased by $0.04 million, or 100% over the prior year period.  The
decrease was due primarily to a lesser expense in machine testing, research and
development.





Sales
and Marketing Expenses





Sales and
marketing expenses decreased by $0.04 million, or 97.9% for the three months
ended September 30, 2009 compared to the prior year period.  The
decrease in sales and marketing expenses was mainly attributable to a reduction
of exhibition costs.  During the three months ended September 30,
2009, we have adjusted our marketing strategy to co-hosting exhibitions with our
distributors instead of attending on our own.  This new strategy
reduces our sales and marketing expenses when compared to the same period of
year 2008.





General
and Administrative Expenses





General
and administrative expenses decreased by $0.17 million, or 45.8% for the three
months ended September 30, 2009 compared to the three months ended September 30,
2008. The decrease in general and administrative expenses can be attributed to a
reduction in salary expenses and our strengthened cost control, which resulted
in reduction of general and administrative expenses such as travel expenses,
entertainment expenses etc..





Income
Tax Expenses





Eatware,
Inc. is subject to United States federal income tax rate. No provision for
income taxes in the United States has been made as the Company had no United
States taxable income during the three months ended September 30,
2009.





Our
subsidiaries, Extra Ease Limited (“Extra Ease”), Eatware Global Corp. (“EGC”),
Eatware Intellectual Properties Limited (“EWIP”), and Eatware International
Limited (“EIL”) was incorporated in the British Virgin Islands and, under the
current laws of the BVI, is not subject to income taxes.





Eatware
Far East Limited (“EFEL”) and Eatware Assets Management Limited
(“EAML”), and Eatware Hong Kong Limited (“EWHK”) subsidiaries of the
Company which operate in Hong Kong, are subject to Hong Kong corporate income
tax.  However, EFEL and EAML had no Hong Kong taxable income
during the three months ended September 30, 2009.





Rongbao
(Nantong) Environmental Co., Ltd. (“RBNT”), a subsidiary of the Company, which
operates in the PRC, is subject to the PRC state and local enterprise income
tax.  However, RBNT had no PRC taxable income during the three months
ended September 30, 2009.





Net
Loss





Net loss
was $0.20 million for the three months ended September 30, 2009 as compared to a
net loss of $0.24 million for the three months ended September 30, 2008.
The decrease in net loss was mainly attributable to reduction of our sales
and marketing expenses and general and administrative expenses.





Liquidity
and Capital Resources





Cash
Flows





All
      amounts in U.S. dollars
                          
                          SixMonths EndedSeptember30,2009
                          
                          
                          2008Net
      cash used in operating activities
                          
                          $
                          (317,729
                          )
                          
                          $
                          (743,529
                          )Net
      cash used in investing activities
                          
                          
                          -
                          
                          
                          
                          (1,263
                          )Net
      cash provided by financing activities
                          
                          
                          324,411
                          
                          
                          
                          757,476Foreign
      currency translation adjustments
                          
                          
                          93
                          
                          
                          
                          1,880Net
      increase in cash and cash equivalents
                          
                          $
                          6,775
                          
                          
                          $
                          14,564





Operating
Activities:





Net cash
used in operating activities was $0.32 million for the six months ended
September 30, 2009, as compared with net cash provided by operating activities
of $0.74 million for the corresponding period in 2008. The change of net cash
used in operating activities was mainly due to the decrease of accounts payable,
trade – related parties of approximately $0.42 million.





Investing
Activities:





Net cash
used in investing activities for the six months ended September 30, 2009 was
$0.  The net cash used in investing activities for the same period in
2008 was $1,263.




Financing
Activities:





Net cash
provided by financing activities in the six months ended September 30, 2009
totaled $0.32 million due mainly to proceeds from notes payable of $0.37 million
offset by repayment to a stockholder of $0.04 million. Net cash provided by
financing activities in the six months ended September 30, 2008 was $0.76
million due mainly to advance from a related party of $1.47 million offset by
repayment to a director of $0.87 million.





Short
Term Bank Borrowings:





The
Company has an overdraft financing facility with Dah Sing Bank.  The
facility has an overdraft limit of $0.17 million. The interest rate of this
facility is Dah Sing Bank’s prime rate plus 0.5% pa.  Currently Dah
Sing Bank’s prime rate is at 5.25% pa, making the interest rate of this facility
5.75% pa.




Going
Concern




The
financial statements have been prepared assuming that the Group will continue as
a going concern, which contemplates the realization of assets and the discharge
of liabilities in the normal course of business for the foreseeable future. Due
to the Company's continuous loss and deteriorating current ratio substantial
doubt to continue as a going concern is raised, this will be dependent upon the
Company’s ability to meet its financing requirements and the success of its
future operations.







For the
six months ended September 30, 2009, the Group had incurred a net loss of $0.38
million and the Company has incurred losses over the past several quarters.
Management has taken certain action and continues to implement changes designed
to improve the Group’s financial results and operating cash
flows.  The actions involve certain cost-saving initiatives, such as
reduction of Company’s salary expense, reduction of travel and entertainment
expenses.  Other actions involved focusing on the most profitable part
of the Company products line, reviewing pricing structure and adding customized
products developments’ solutions. Moreover, the Company also adjusted its new
marketing strategy to co-hosting exhibitions with our distributors instead of
attending on our own, thereby significantly reduces our sales and marketing
expenses.  The Company believes that this new marketing strategy is a
more cost effective way for the Company’s sales and marketing
expansion.  Management believes that these actions will enable the
Company to improve future profitability and cash flow in its continuing
operations.




On a
long-term basis, our liquidity will be dependent on establishing profitable
operations, collection of accounts receivable, additional infusions of capital
and additional financing. If necessary, we may raise capital through an equity
or debt offering. The funds raised from those offerings will be used to develop
and execute our business plan. However, there can be no assurance that we will
be able to obtain additional equity or debt financing in the future, if at all.
If we are unable to raise additional capital, our growth potential will be
adversely affected.





ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Not
applicable.




ITEM
4T. CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures




Our
management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e)) under the
Exchange Act) that is designed to ensure that information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Securities Exchange Act of 1934 (the
“Exchange Act”), as amended, is accumulated and communicated to the issuer's
management, including its principal executive officer or officers and principal
financial officer or officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.




Pursuant
to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation
with the participation of the Company’s management, including Mr. Wu, Man-Shing,
the Company’s Chief Executive Officer and Mr. So, Jonathan W.L., the Company’s
Principal Financial Officer, of the effectiveness of the Company’s disclosure
controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act)
as of September 30, 2009.  Based upon that evaluation, the
Company’s  Chief Executive Officer and Principal Financial Officer
concluded that the Company’s disclosure controls and procedures were effective
to ensure that information required to be disclosed by the Company in the
reports that the Company files or submits under the Exchange Act, is recorded,
processed, summarized and reported, within the time periods specified in the
SEC’s rules and forms, and that such information is accumulated and communicated
to the Company’s management, including the Company’s Chief Executive Officer and
Principal Financial Officer, to allow timely decisions regarding required
disclosure.





Changes
in internal controls




Our
management, with the participation our Chief Executive Officer and Principal
Financial Officer, performed an evaluation as to whether any change in our
internal controls over financial reporting occurred during the quarter
ended September 30, 2009.  Based on that evaluation, our Chief Executive
Officer and Principal Financial Officer concluded that no change occurred in the
Company's internal controls over financial reporting during the quarter ended
September 30, 2009 that has materially affected, or is reasonably likely to
materially affect, the Company's internal controls over financial
reporting




PART
II OTHER INFORMATION




ITEM
1 LEGAL PROCEEDINGS





From time
to time, we may become involved in various lawsuits and legal proceedings which
arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. We are currently not aware
of any such legal proceedings or claims that we believe will have, individually
or in the aggregate, a material adverse affect on our business, financial
condition or operating results.




ITEM
1A RISKS FACTORS





There
have been no material changes from the Risk Factors described in our Annual
Report on Form 10-K for the fiscal year ended March 31, 2009.




ITEM
2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS




None.




ITEM
3 DEFAULTS UPON SENIOR SECURITIES




None.







ITEM
4 SUBMISSION OF MATTER TO A VOTE OF SECURITIES HOLDERS




None.




ITEM
5 OTHER INFORMATION




None.




ITEM
6 EXHIBITS





Exhibit Number
                
                Description31.1
                
                Certification
      by Principal Executive Officer pursuant to Sarbanes Oxley Section
      302(1)31.2
                
                Certification
      by Principal Financial Officer pursuant to Sarbanes Oxley Section
      302(1)32.1
                
                Certification
      by Principal Executive Officer a pursuant to 18 U.S.C. Section
      1350(1)32.2
                
                Certification
      by Principal Financial Officer a pursuant to 18 U.S.C. Section
      1350(1)





(1)
            Filed
      herewith.







SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized on this 17th day of November, 2009.





EATWARE,
      INC.By:
              /s/ Wu,
      Man ShingWu,
      Man ShingChief
      Executive OfficerPrincipal
      Executive Officer




By:
                /s/ Wu,
      Man ShingWu,
      Man ShingInterim
      Chief Financial OfficerPrincipal Accounting and Financial Officer