UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
 
FORM 10-Q
_______________
 
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31,June 30, 2009
 
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______to______.
 
ARTCRAFT V, INC.
 (Exact name of registrant as specified in Charter
 
Delaware 000-50818 26-0744863
(State or other jurisdiction of
incorporation or organization)
 (Commission File No.) (IRS Employee Identification No.)

Room 1131, XianKeJiDian Building
BaGuaSi Road Futian District
Shenzhen City, China 518029
(Address of Principal Executive Offices)(Zip Code)
 _______________
 
011-86775 23990959
 (Issuer(Registrant Telephone number)number, including area code)
_______________
 
 (Former Name or Former Address if Changed Since Last Report)
 
CheckIndicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes x  No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o        No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer        £                          Accelerated Filer£                                   
Non-Accelerated Filero                          Smaller Reporting Companyx

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Yes x           No£
 
As of June 12,August 4, 2009, the Company had 10,250,000 shares of common stock outstanding.
 
 
1

 
ARTCRAFT V, INC.
FORM 10-Q
March 31,June 30, 2009
INDEX
 
PART I-- FINANCIAL INFORMATION
 
Item 1.Financial Statements
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3Quantitative and Qualitative Disclosures About Market Risk
Item 4T.Control and Procedures
 
PART II-- OTHER INFORMATION
 
 Item 1Legal Proceedings
 Item 1A.Risk Factors
 Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
 Item 3.Defaults Upon Senior Securities
 Item 4.Submission of Matters to a Vote of Security Holders
 Item 5.Other Information
 Item 6.Exhibits and Reports on Form 8-K
 
SIGNATURE
 
2


ITEM 1. FINANCIAL INFORMATION

The financial statements of the Company are included following the signature page of this Form 10-Q.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

BUSINESS OVERVIEW
 
Artcraft V, Inc. was incorporated under the laws of the State of Delaware on June 7, 2004. On November 7, 2005, the Company entered into ana Stock Purchase and Share Exchange Agreement (“Share Exchange”) with Top Interest International Limited (“Top Interest”). Top Interest owned 70% equity interest of Shenzhen Xin Kai Yuan Info Consult Co., Ltd. (“188info.com”) which operates 188info.com, a professional information searching platform that is engaged in the business of providing information search engine, online web application and image designing, digital network service, online market research, online promotion and advertising services, and query searches for both individuals and businesses. Top Interest was incorporated under the laws of the British Virgin Islands. 188info.com was legally established under the laws of the People’s Republic of China.China (“PRC”). When used in these notes, the terms “Company”, “we”, “our” or “us” mean Artcraft V, Inc. and its subsidiary.subsidiaries.
 
Pursuant to the Stock Purchase and Share Exchange, Agreement, the Company purchased all of the issued and outstanding shares of Top Interest from the shareholders for issuance of a total of 10,000,000 shares of the Company’s common stock, or approximately 99% of the total issued and outstanding shares. This transaction closed on November 7, 2005 and has been accounted for as a reverse acquisition.
 
We operated our business through our wholly owned subsidiary, Top Interest International Limited, which owned a 70% interest in 188info.com, which operates "188Info" service in the PRC.
 
On September 22, 2008 the Company’s board of directors agreed to sell the Company’s 70% interest in 188info.com in order to protect its shareholders’ interesttheir shareholders, as “188info.com” continuescontinued to generate operating losses and negative cash flow. The Company entered into an agreement with Shenzhen Dingyi Investment Consulting Company Co., Ltd on September 22, 2008 to sell them its 70% interest in 188info.com for $0.15 (RMB1)(Chinese Renminbi 1) and the assumption of all assets and liabilities of 188info.com. The transaction was completed and approved by the PRC on October 17, 2008.
 
Due to the sale of 188info.com we do not expect to generate any revenues over the next twelve months. Our principal business objective for the next twelve months will be to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders.
 
During the next twelve months we anticipate incurring costs related to filing of Exchange Act reports, general administrative costs and costs relating to consummating an acquisition.acquisition, if an acquisition is to be pursued. We believe we will be able to meet these costs through loans by  our stockholders, management or other outside investors. We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company.
 
In the future, we will attempt to acquire other assets or business operations that will maximize shareholder value. No specific assets or businesses have been definitively identified and there is no certainty that any such assets or business will be identified or any transactions will be consummated.
-1-

 
We expect that we will need to raise funds in order to effectuate our business plan. We will seek to establish or acquire businesses or assets with funds raised either via the issuance of shares or debt. There can be no assurance that additional capital will be available to us. We may seek to raise the required capital by other means. We may have to issue debt or equity or enter into a strategic arrangement with a third party. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds will have a severe negative impact on our ability to remain a viable company. In pursuing the foregoing goals, we may seek to expand or change the composition of the Board or make changes to our current capital structure, including issuing additional shares or debt and adopting a stock option plan.

3


RESULTS OF OPERATIONS FOR THE THREE MONTHMONTHS PERIODS ENDED MARCH 31,JUNE 30, 2009 AND 2008

The following table presents certain consolidated statement of operations information for the three month periods ended March 31,June 30, 2009 and 2008. The discussion following the table is based on these results. Certain columns may not add due to rounding.

  Three Months Ended June 30, 
  2009  2008 
       
Revenue, net $-  $- 
         
Operating expenses:        
General and administrative expenses  10,373   12,804 
         
Loss from continuing operations  (10,373)  (12,804)
         
Discontinued operation:        
Loss from operations of entity disposed  -   (931)
Net loss  (10,373)  (13,735)
Other comprehensive income:        
Foreign currency translation  -   288 
Comprehensive loss $(10,373) $(13,447)
  Three month ended March 31, 
  2009  2008 
       
Revenue, net $-  $- 
         
Operating Expenses:        
  General and administrative expenses  10,514   7,986 
         
Loss from operations  (10,514)  (7,986)
         
Loss from continued operations        
         
Discontinued Operation        
Loss from operations of entity disposed      (903)
         
Net loss  (10,514)  (8,889)
         
Other comprehensive income        
     Foreign currency translation  -   530 
         
Comprehensive loss  (10,514)  (8,359)
         

Net Revenue

Net salesrevenue for the three months ended March 31,June 30, 2009 totaled $0 compared to $0 (after reclassification of $7,389$9,003 revenue related to the discontinued entity) for the three months ended March 31,June 30, 2008. Revenue reduced to $0 in the current quarter compared to same period last year after discontinued operation. The decrease in revenue is due to the fact that the Company became dormant after the sale of the subsidiary 188info.com.

-2-

Operating Expense

General and administrative expenses for the three month period ended March 31,June 30, 2009 totaled $10,514$10,373 compared to $7,986$12,804 (after reclassification of $8,184$9,802 expenses related to the discontinued entity) for the three month ended March 31,June 30, 2008.  The increasedecrease in operating expense of $2,528$2,431 after reclassification of the expenses related to discontinued operations was due to the increasedecrease in professionalSEC filing and accounting fees.

Loss from ContinuedContinuing Operations

Loss from continuing operations for the three monthmonths period ended March 31,June 30, 2009 totaled $10,514$10,373 compared to $7,986$12,804 for the three monthmonths period ended March 31,June 30, 2008 (after reclassification of discontinued operations).  The increasedecrease in loss from continuing operations of $2,528$2,431 or approximately 32%18.9% was due to the increasedecrease in expensesSEC filing and no revenue as the Company disposed its subsidiary 188info.com.accounting fees.

4

Net Loss

Net loss for the three monthmonths period ended March 31,June 30, 2009 totaled $10,514$10,373 compared to $8,889$13,735 for the three monthmonths period ended March 31,June 30, 2008, an increasea decrease of $1,625 or approximately 18%.$3,362. The increasedecrease in net loss was primarily due to the increasedecrease in professional fees related to SEC filing.

RESULTS OF OPERATIONS FOR THE SIX MONTHS PERIODS ENDED JUNE 30, 2009 AND 2008

The following table presents certain consolidated statement of operations information for the six months periods ended June 30, 2009 and 2008. The discussion following the table is based on these results.
  Six Months Ended June 30, 
  2009  2008 
       
Revenue, net $-  $- 
         
Operating expenses:        
General and administrative expenses  20,886   20,790 
         
Loss from continuing operations  (20,886)  (20,790)
         
Discontinued operation:        
Loss from operations of entity disposed  -   (1,834)
         
Net loss  (20,886)  (22,624)
         
Other comprehensive income:        
Foreign currency translation  -   818 
Comprehensive loss $(20,886) $(21,806)
\
Net Revenue
Net revenue for the six months ended June 30, 2009 totaled $0 compared to $0 (after reclassification of $16,392 revenue related to the discontinued entity) for the six months ended June 30, 2008. The decrease in revenue as described above.is due to the fact that the Company became dormant after the sale of the subsidiary, 188info.com.

Operating Expense

General and administrative expenses for the six months period ended June 30, 2009 totaled $20,886 are consistent with the same period in 2008 which was amounted to $20,790 (after reclassification of $17,986 expenses related to the discontinued entity).

Loss from Continuing Operations

Loss from continuing operations for the six months periods ended June 30, 2009 totaled $20,886 are consistent with the same period in 2008 which was amounted to $20,790.

5

Net Loss

Net losses for the six months periods ended June 30, 2009 and 2008 are $20,886 and $22,624, respectively. The decrease of $1,738 is primarily from the reduction at accounting fees.

LIQUIDTY AND CAPITAL RESOURCES
 
Cash has historically been generated from operations. Operations and liquidity needs are funded primarily through cash flows from operations and short-term borrowings. Cash and cash equivalents were $1,091$3,212 at March 31,June 30, 2009, andas well as the total current assets totaled $1,091 at March 31, 2009.assets. The Company's total current liabilities were $422,642$267,136 at March 31,June 30, 2009. Working capital at March 31,June 30, 2009 was $(421,551). During the three month ended March 31, 2009, net cash used in operating activities was $(6,000)$(263,924).

During the next 12 months we anticipate incurring costs related to filing of financial reports. We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our stockholder, management or other investors. We will continue to evaluate alternative sources of capital to meet our growth requirements, including other asset or debt financing, issuing equity securities and entering into other financing arrangements. There can be no assurance, however, that any of the contemplated financing arrangements described herein will be available and, if available, can be obtained on terms favorable to us.
 
Our operations and short term financing does not currently meet our cash needs.  We believe we will be able to generate revenues from sales and raise capital through private placement offerings of its equity securities to provide the necessary cash flow to meet anticipated working capital requirements.  Our actual working capital needs for the long and short term will depend upon numerous factors, including our operating results, competition, and the availability of credit facilities, none of which can be predicted with certainty.  Our future expansion will depend on operating results and will be limited by its ability to enter into financings and raise capital.
WORKING CAPITAL REQUIREMENTS
 
Historically operationsOur auditor's going concern opinion for prior years ended indicates that we do not have significant cash or other material assets and short term financing have been sufficientwe are relying on advances from stockholders officers and directors to meet limited operating expenses. We do not have sufficient cash or other material assets nor do we have sufficient operations or an established source of revenue to cover our cash needs. operational costs that would allow us to continue as a going concern.

We believeare dependent upon our principal stockholder and officer to meet any costs that we will be able to generate revenues from sales and raise capital through private placement offerings of its equity securities to provide the necessary cash flow to meet anticipated working capital requirements. However, our actual working capital needs for the long and short term will depend upon numerous factors, including operating results, competition, and the availability of credit facilities, none of which can be predicted with certainty. Future expansion will be limited by the availability of financing products and raising capital.may incur.

OFF-BALANCE SHEET ARRANGEMENTS
 
We do not have never entered into any off-balance sheet financing arrangements, and have never established any special purpose entities. We have not guaranteed any debtfinancings, or commitments of other relationships with unconsolidated entities or entered into any options on non-financial assets.
-3-

other persons, also known as “special purpose entities” (SPEs).

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Not required for smaller reporting companies.

ITEM 4T.       CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”),of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are 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 CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There have been no changes in the Company’s internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
 

-4-6


PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
Currently weWe are currently not aware ofinvolved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened byagainst or against the Company.affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect .

Item 1A. Risk Factors.

Not Applicable because we are a smaller reporting company.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
None.
 
Item 3. Defaults Upon Senior Securities.
 
None
 
Item 4. Submission of Matters to a Vote of Security Holders.
 
None.
 
Item 5. Other Information.
 
None.
 
Item 6. Exhibits and Reports of Form 8-K.Exhibits.
 
(a)         Exhibits
31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002
 
32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
 
(b)         Reports of Form 8-K  
 
              None. 

-5-7


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 ARTCRAFT V, INC 
   
Date: June 12,August 10, 2009 By:  
By: /s/ Li Te Xiao
 
  Li Te Xiao
  President, Chief Executive Officer, 
  Chief Financial Officer and Director 

 



-6-8



 
ARTCRAFT V, INC. AND SUBSIDIARYSUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2009

(UNAUDITED)



(Unaudited)


TABLE OF CONTENTS




Consolidated Balance Sheets (Unaudited)F-2
  
Consolidated Statements of Operations (Unaudited)F-3
  
Consolidated Statements of Cash Flows (Unaudited)F-4
  
Notes to Consolidated Financial StatementsF-5 - F-8



 
F-1


 
ARTCRAFT V, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
  June 30,  December 31, 
  2009  2008 
  (Unaudited)    
ASSETS      
Current Assets:      
Cash and cash equivalents $3,212  $91 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
         
Current Liabilities:        
Accounts payable and accrued expenses $15,693  $41,001 
Loan payable to related parties  251,443   370,128 
Total current liabilities   267,136   411,129 
         
Stockholders' Deficit:        
Common stock ($0.001 par value, 100,000,000 shares authorized,        
 10,250,000 issued and outstanding)  10,250   10,250 
Additional paid-in capital  233,159   115,159 
Subscription receivable  -   (50,000)
Accumulated deficit  (507,333)  (486,447)
Total stockholders' deficit  (263,924)  (411,038)
Total Liabilities and Stockholders' Deficit $3,212  $91 
         
         
The accompanying notes are an integral part of these unaudited consolidated financial statements 
ARTCRAFT V, INC. AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEETS 
(UNAUDITED) 
     
       
ASSETS 
       
  March 31,  December 31, 
  2009  2008 
Current Assets      
Cash and cash equivalents $1,091  $91 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT 
         
Current Liabilities        
Accounts payable and accrued expenses $45,514  $41,001 
Loan payable to related party  377,128   370,128 
       Total Current Liabilities  422,642   411,129 
         
Stockholders' Deficit        
         
Common stock, $.001 par value, 100,000,000        
shares authorized, 10,250,000 issued and outstanding  10,250   10,250 
Additional paid in capital  115,159   115,159 
Subscription receivable  -   (50,000)
Accumulated deficit  (546,961)  (486,447)
      Total Stockholders' Deficit  (421,551)  (411,038)
         
  $1,091  $91 

The accompanying notes are an integral part of these unaudited consolidated financial statements
 
F-2


ARTCRAFT V, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
ARTCRAFT V, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF OPERATIONS 
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2009 AND 2008 
(UNAUDITED) 
  2009  2008 
       
Revenue, net $-  $- 
         
Operating Expenses:        
  General and administrative expenses  10,514   7,986 
         
Loss from continued operations  (10,514)  (7,986)
         
Discontinued Operation        
Loss from operations of entity disposed  -   (903)
         
Net loss  (10,514)  (8,889)
         
Other comprehensive income        
     Foreign currency translation  -   530 
         
Comprehensive loss $(10,514) $(8,359)
         
Loss per share:        
  Basic & diluted $(0.00) $(0.00)
         
Weighted average number of shares outstanding:        
  Basic & diluted  10,250,000   10,250,000 
         

The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-3


 
 For the Three Months  For the Six Months 
 Ended June 30,  Ended June 30, 
 
2009
  
2008
  
2009
  
2008
 
            
Revenues, net$-  $-  $-  $- 
                
Operating Expenses:               
General and administrative expenses 10,373   12,804   20,886   20,790 
                
Operating Loss (10,373)  (12,804)  (20,886)  (20,790)
Interest income -   -   -   - 
                
Income From Continuing Operation Before Income Taxes (10,373)  (12,804)  (20,886)  (20,790)
Provision for Income Taxes -   -   -   - 
Loss From Continuing Operation (10,373)  (12,804)  (20,886)  (20,790)
                
Discontinued Operations:               
Loss from discontinued operation -   (931)  -   (1,834)
Net Loss$(10,373) $(13,735) $(20,886) $(22,624)
                
Net Loss Per Share:               
Basic & diluted from continuing operation$(0.001) $(0.001) $(0.002) $(0.002)
Basic & diluted including discontinued operation$(0.001) $(0.001) $(0.002) $(0.002)
                
Weighted Average Shares Outstanding               
Basic & diluted 10,250,000   10,250,000   10,250,000   10,250,000 
                
The Components of Other Comprehensive Income:               
Net Loss$(10,373) $(13,735) $(20,886) $(22,624)
Foreign currency translation adjustment -   288   -   818 
Comprehensive Loss$(10,373) $(13,447) $(20,886) $(21,806)
ARTCRAFT V, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2009 AND 2008 
(UNAUDITED) 
       
  2009  2008 
       
CASH FLOWS FROM OPERATING ACTIVITIES      
 Net Loss $(10,514) $(8,889)
 Decrease in current assets:
        
  Other receivables
  -   26,250 
  Increase/ (decrease) in current liabilities:
        
   Accounts payable and accrued expenses
  4,514   (10,719)
Net cash provided by (used in) operating activities of continued operations  (6,000)  6,642 
Net cash provided by operating activities of discontinued operations  -   10,849 
Net cash provided by (used in) operating activities  (6,000)  17,491 
         
CASH FLOWS FROM FINANCING ACTIVITIES        
         
 Loan from related party  7,000   88,912 
         
Effect of exchange rate changes on cash and cash equivalents  -   355 
         
Net increase in cash and cash equivalents  1,000   106,759 
         
Cash and cash equivalents, beginning balance  91   18,070 
         
Cash and cash equivalents, ending balance $1,091  $124,829 
         
SUPPLEMENTAL DISCLOSURES:        
         
Cash paid during the year for:        
         
     Income tax payments $-  $- 
     Interest payments $-  $- 
         

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

The accompanying notes are an integral part of these unaudited consolidated financial statements
F-3

ARTCRAFT V, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
  For Six Months 
  Ended June 30, 
  
2009
  
2008
 
       
 Cash flows from operating activities:      
 Net loss $(20,886) $(22,624)
 Net change in operating assets and liabilities:        
 Other receivables   -   26,250 
 Accounts payable and accrued expenses  (25,308)  (13,667)
 Net cash used in continuing operations  (46,194)  (10,041)
 Changes in assets of discontinued operations  -   9,135 
 Net cash used in operating activities  (46,194)  (906)
         
 Cash flows from financing activities:        
 Loan from related party  49,315   97,907 
         
 Effect of exchange rate on cash  -   425 
         
 Net increase in cash  3,121   97,426 
 Cash and cash equivalents, beginning of year  91   18,070 
 Cash and cash equivalents, end of period $3,212  $115,496 
         
 Non-cash investing and financing activities:        
 Cancelation of subscription receivable $50,000  $- 
 Debt forgiven by the major shareholder        
 - deemed a capital contribution $168,000  $- 
         
The accompanying notes are an integral part of these unaudited consolidated financial statements 
F-4

ARTCRAFT V, INC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 – ORGANIZATION

Artcraft V, Inc. (the “Company”) was incorporated under the laws of the State of Delaware on June 7, 2004.  On November 7, 2005, the Company entered into an Exchange Agreement with Top Interest International Limited (“Top Interest”).  Top Interest owns 70% equity interest of Shenzhen Xin Kai Yuan Info Consult Co., Ltd. (“188info.com”) which operates 188info.com, a professional information searching platform that is engaged in the business of providing information search engine, online web application and image designing, digital network service, online market research, online promotion and advertising services, and query searches for both individuals and businesses.  Top Interest was incorporated under the laws of the British Virgin Islands.  188info.com was legally established under the laws of the People’s Republic of China.

Pursuant to the Stock Purchase and Share Exchange Agreement, the Company purchased all of the issued and outstanding shares of Top Interest from the shareholdertheir shareholders for issuance of a total of 10,000,000 shares of the Company’s common stock, or approximately 99% of the total issued and outstanding shares.  This transaction closed on November 7, 2005 and has been accounted for as a reverse acquisition.

On September 22, 2008 the Company’s board of directors agreed to sell the Company’s 70% interest in 188info.com.  The Company entered into an agreement with Shenzhen Dingyi Investment Consulting Company Co., Ltd on September 22, 2008 to sell our 70% interest in 188info.com for $0.15 (RMB1) and the assumption of all assets and liabilities of 188info.com. The transaction was completed and approved by the PRC on October 17, 2008.

On June 21, 2009, the Company entered into a debt forgiveness transaction with Mr. Xu Zu Da, the president of Top Interest International Ltd. and the Company’s major shareholder, to forgive the Company from the repayment of a related party loan of $168,000. This forgiven debt will be treated as additional paid-in capital from Mr. Xu Zu Da.

When used in these notes, the terms “Company”, “we”, “our” or “us” mean Artcraft V, Inc. and its subsidiary.subsidiaries.

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements for the three months and six months ended June 30, 2009 and 2008 have been prepared in conformity with accounting principles generally accepted (“GAAP”) in the United States of America.America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X, as promulgated by the US Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The Company’s functional currencyfinancial information as of December 31, 2008 is derived from our Form 10-K for the Chinese Renminbi (CNY); howeveryear ended December 31, 2008 to be filed by us with the accompanying consolidatedSecurities and Exchange Commission. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP in the United States of America have been translatedcondensed or omitted pursuant to the rules and presented in United States Dollars.regulations of the Securities and Exchange Commission. The financial statements for the three months and six months ended June 30, 2009 and 2008 are unaudited and include all adjustments considered necessary for a fair presentation of the results of operations for the three months and six months ended on June 30, 2009 and 2008. All such adjustments are of a normal recurring nature. The results of the Company's operations for any interim period are not necessarily indicative of the results of the Company's operations for a full fiscal year.

F-5

ARTCRAFT V, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Principles of Consolidation

The consolidated financial statements include the accounts of Artcraft V, Inc. and its wholly owned subsidiary, collectively referred to within as the Company. All material intercompany accounts, transactions and profits have been eliminated in consolidation.

Exchange Gain (Loss)

During the periodsthree and six months ended March 31, 2009 andJune 30, 2008, the transactions of Shenzhen188info.com were denominated in foreign currency and were recorded in CNYRMB at the rates of exchange in effect when the transactions occur. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled.

Translation Adjustment

As of March 31, 2009 andJune 30, 2008, the accounts of Shenzhen188info.com were maintained, and its financial statements were expressed, in CNY.RMB. Such financial statements were translated into U.S. Dollars (USD) in accordance with Statement of Financial Accounts Standards (“SFAS”) No. 52, “Foreign Currency Translation,” with the CNYRMB as the functional currency. According to the Statement, all assets and liabilities were translated at the current exchange rate, stockholder’s equity are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with SFAS No. 130, “Reporting Comprehensive Income” as a component of shareholders’ equity.
F-5

ARTCRAFT V, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

Revenue Recognition

The Company’s revenue recognition policies are in compliance with Staff accounting bulletin (SAB)Accounting Bulletin (“SAB”) 104. Revenue from marketing services through the World Wide Web is recognized when services are rendered. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue. RevenueThere was no revenue for the three month periodand six months ended March 31,June 30, 2009 and 2008 were $0 and $7,389 respectively.2008.


F-6

ARTCRAFT V, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Income Taxes

The Company utilizes SFAS No. 109, “Accounting for Income Taxes,”Taxes”, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Basic and Diluted Earnings (Loss) PerLoss per Share

Earnings (loss)Loss per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS(“SFAS No. 128)128”), “Earnings per share”. SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15)(“APB 15”). Net income (loss) per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were no dilutive shares for three and six months ended June 30, 2009 and 2008. Basic and diluted losslosses per share were $(0.00)$0.001 and $(0.00)$0.001 for the three monthmonths periods ended March 31,June 30, 2009 and 2008 respectively.

Recent Accounting Pronouncements
 
F-6

ARTCRAFT V, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Recent accounting pronouncements