UNITED STATES
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 JuneSeptember 30, 2009
o | TRANSITION 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 CharterCharter)
| 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
(Registrant(Issuer Telephone number, including area code)number)
_______________
(Former Name or Former Address if Changed Since Last Report)
Indicate by check markCheck 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 ¨ No
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 £Large Accelerated Filer o | Accelerated Filer o |
Non-Accelerated Filer o | Non-Accelerated Filer oSmaller Reporting Company x
|
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Yes x No £o
As of AugustNovember 4, 2009 the Company had 10,250,000 shares of common stock outstanding.
ARTCRAFT V, INC.
FORM 10-Q
JuneSeptember 30, 2009
INDEX
PART I-- FINANCIAL INFORMATION
| Item 1. | Financial Statements | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 6 |
| Item 4T. | Control and Procedures | 7 |
PART II-- OTHER INFORMATION
| Item 1 | Legal Proceedings | 8 |
| Item 1A. | Risk Factors | 8 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 8 |
| Item 3. | Defaults Upon Senior Securities | 8 |
| Item 4. | Submission of Matters to a Vote of Security Holders | 8 |
| Item 5. | Other Information | 8 |
| Item 6. | Exhibits | 8 |
SIGNATURE
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 JuneSeptember 7, 2004. On November 7, 2005, the Company entered into a 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 (“PRC”). When used in these notes, the terms “Company”, “we”, “our” or “us” mean Artcraft V, Inc. and its subsidiaries.
Pursuant to the Share Exchange, 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 their shareholders, as “188info.com” continued 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 (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, 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.
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.
RESULTS OF OPERATIONS FOR THE THREE MONTHS PERIODS ENDED JUNESEPTEMBER 30, 2009 AND 2008
The following table presents certain consolidated statement of operations information for the three month periods ended JuneSeptember 30, 2009 and 2008. The discussion following the table is based on these results.
| | | 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 | ) |
| | | For the Three Months | |
| | | Ended September 30, | |
| | | 2009 | | | 2008 | |
| | | | | | | |
| Revenues, net | | $ | - | | | $ | - | |
| | | | | | | | | |
| Operating Expenses: | | | | | | | | |
| General and administrative expenses | | | 5,367 | | | | 18,875 | |
| | | | | | | | | |
| Operating Loss | | | (5,367 | ) | | | (18,875 | ) |
| | | | | | | | | |
| Income From Continuing Operation Before Income Taxes | | | (5,367 | ) | | | (18,875 | ) |
| Provision for Income Taxes | | | - | | | | - | |
| Loss From Continuing Operation | | | (5,367 | ) | | | (18,875 | ) |
| | | | | | | | | |
| Discontinued Operations: | | | | | | | | |
| Loss from discontinued operation | | | - | | | | (5,395 | ) |
| Impairement for asset held for sale | | | - | | | | (11,694 | ) |
| Loss from discontinued operation | | | - | | | | (17,089 | ) |
| | | | | | | | | |
| Net Loss | | $ | (5,367 | ) | | $ | (35,964 | ) |
Net Revenue
Net revenue for the three months ended June 30, 2009 totaled $0 compared to $0 (after reclassification of $9,003 revenue related to the discontinued entity) for the three months ended June 30, 2008. The decrease in revenue 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 three month period ended JuneSeptember 30, 2009 totaled $10,373$5,367 compared to $12,804 (after reclassification of $9,802 expenses related to the discontinued entity)$18,875 for the three month ended JuneSeptember 30, 2008. The decrease in operating expense of $2,431 after reclassification of the expenses related to discontinued operations$13,508 was due to the decrease in SEC filing and accounting fees.
Loss from Continuing Operations
Loss from continuing operations for the three months period ended JuneSeptember 30, 2009 totaled $10,373$5,367 compared to $12,804$18,875 for the three months period ended JuneSeptember 30, 2008 (after reclassification of discontinued operations).2008. The decrease in loss from continuing operations of $2,431$13,508 or approximately 18.9%71.6% was due to the decrease in SEC filing and accounting fees.
Net Loss
Net loss for the three months period ended June 30,September, 2009 totaled $10,373$5,367 compared to $13,735$35,964 for the three months period ended JuneSeptember 30, 2008, a decrease of $3,362.$30,597. The decrease in net loss was primarily due to the decrease in professional fees related to SEC filing.filing and loss from discontinued operation.
RESULTS OF OPERATIONS FOR THE SIX MONTHS PERIODS ENDED JUNESEPTEMBER 30, 2009 AND 2008
The following table presents certain consolidated statement of operations information for the six months periods ended JuneSeptember 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| | | For the Nine Months | |
| | | Ended September 30, | |
| | | 2009 | | | 2008 | |
| | | | | | | |
| Revenues, net | | $ | - | | | $ | - | |
| | | | | | | | | |
| Operating Expenses: | | | | | | | | |
| General and administrative expenses | | | 26,253 | | | | 39,665 | |
| | | | | | | | | |
| Operating Loss | | | (26,253 | ) | | | (39,665 | ) |
| | | | | | | | | |
| Income From Continuing Operation Before Income Taxes | | | (26,253 | ) | | | (39,665 | ) |
| Provision for Income Taxes | | | - | | | | - | |
| Loss From Continuing Operation | | | (26,253 | ) | | | (39,665 | ) |
| | | | | | | | | |
| Discontinued Operations: | | | | | | | | |
| Loss from discontinued operation | | | - | | | | (7,230 | ) |
| Impairement for asset held for sale | | | - | | | | (11,694 | ) |
| Loss from discontinued operation | | | - | | | | (18,924 | ) |
| | | | | | | | | |
| Net Loss | | $ | (26,253 | ) | | $ | (58,589 | ) |
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 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 monthsnine month period ended JuneSeptember 30, 2009 totaled $20,886 are consistent with$26,253 compared to the same period in 2008 which was amounted to $20,790 (after reclassification$39,665. The decrease in operating expense of $17,986 expenses related$13,412 was due to the discontinued entity).decrease in SEC filing and accounting fees.
Loss from Continuing Operations
Loss from continuing operations for the six months periods ended JuneSeptember 30, 2009 totaled $20,886 are consistent with$26,253 compared to the same period in 2008 which was amounted to $20,790.$39,665. The decrease in loss from continuing operations of $13,412 or approximately 33.8% was due to the decrease in SEC filing and accounting fees.
Net Loss
Net losses for the six months periods ended JuneSeptember 30, 2009 and 2008 are $20,886$26,253 and $22,624,$58,589, respectively. The decrease of $1,738$32,336 is primarily from the reduction at accounting fees.decrease in professional fees related to SEC filing and disposal from discontinued operation.
LIQUIDTY AND CAPITAL RESOURCES
Cash and cash equivalents were $3,212$2,752 at JuneSeptember 30, 2009, as well as the total current assets. The Company's total current liabilities were $267,136$272,043 at JuneSeptember 30, 2009. Working capital at JuneSeptember 30, 2009 was $(263,924)$(269,291).
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.
WORKING CAPITAL REQUIREMENTS
Our auditor's going concern opinion for prior years ended indicates that we do not have significant cash or other material assets and we 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 operational costs that would allow us to continue as a going concern.
We are dependent upon our principal stockholder and officer to meet any costs that we may incur.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have never entered into any off-balance sheet financing arrangements financings,and have never established any special purpose entities. We have not guaranteed any debt or commitments of other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).entered into any options on non-financial assets.
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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
WeCurrently we are currently not involved inaware of 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 tothreatened by or against the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect .Company.
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.
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
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: AugustNovember 10, 2009 | By: | By: /s/ Li Te Xiao
| |
| | | Li Te Xiao |
| | | President, Chief Executive Officer, | |
| | | Chief Financial Officer and Director | |
ARTCRAFT V, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 2009
(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 Statements | F-5 - F-8 |
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 Statements of Operations |
(Unaudited) |
| ARTCRAFT V, INC. AND SUBSIDIARIES | |
| Consolidated Balance Sheets | |
| (Unaudited) | |
| | | | | | | |
| | | September 30, | | | December 31, | |
| | | 2009 | | | 2008 | |
| | | (Unaudited) | | | | |
| ASSETS | | | | | | |
| | | | | | | |
| Current Assets: | | | | | | |
| Cash and cash equivalents | | $ | 2,752 | | | $ | 91 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | |
| | | | | | | | | |
| Current Liabilities: | | | | | | | | |
| Accounts payable and accrued expenses | | $ | 1,600 | | | $ | 41,001 | |
| Loan payable to related parties | | | - | | | | 168,000 | |
| Loan payable to related parties | | | 270,443 | | | | 202,128 | |
| Total current liabilities | | | 272,043 | | | | 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 | | | (512,700 | ) | | | (486,447 | ) |
| Total stockholders' deficit | | | (269,291 | ) | | | (411,038 | ) |
| Total Liabilities and Stockholders' Deficit | | $ | 2,752 | | | $ | 91 | |
| | | | | | | | | |
See notes to unaudited consolidated financial statements
| | 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 Operations | |
| (Unaudited) | |
| | | | | | | | | | | | | |
| | For the Three Months | | | For the Nine Months | |
| | | Ended September 30, | | | Ended September 30, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| | | | | | | | | | | | | |
| Revenues, net | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | | |
| Operating Expenses: | | | | | | | | | | | | | | | | |
| General and administrative expenses | | | 5,367 | | | | 18,875 | | | | 26,253 | | | | 39,665 | |
| | | | | | | | | | | | | | | | | |
| Operating Loss | | | (5,367 | ) | | | (18,875 | ) | | | (26,253 | ) | | | (39,665 | ) |
| | | | | | | | | | | | | | | | | |
| Income From Continuing Operation Before Income Taxes | | | (5,367 | ) | | | (18,875 | ) | | | (26,253 | ) | | | (39,665 | ) |
| Provision for Income Taxes | | | - | | | | - | | | | - | | | | - | |
| Loss From Continuing Operation | | | (5,367 | ) | | | (18,875 | ) | | | (26,253 | ) | | | (39,665 | ) |
| | | | | | | | | | | | | | | | | |
| Discontinued Operations: | | | | | | | | | | | | | | | | |
| Loss from discontinued operation | | | - | | | | (5,395 | ) | | | - | | | | (7,230 | ) |
| Impairement for asset held for sale | | | - | | | | (11,694 | ) | | | - | | | | (11,694 | ) |
| Loss from discontinued operation | | | - | | | | (17,089 | ) | | | - | | | | (18,924 | ) |
| | | | | | | | | | | | | | | | | |
| Net Loss | | $ | (5,367 | ) | | $ | (35,964 | ) | | $ | (26,253 | ) | | $ | (58,589 | ) |
| | | | | | | | | | | | | | | | | |
| Net Loss Per Share: | | | | | | | | | | | | | | | | |
| Basic & diluted from continuing operation | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) |
| Basic & diluted including discontinued operation | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.01 | ) |
| | | | | | | | | | | | | | | | | |
| 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 | | $ | (5,367 | ) | | $ | (35,964 | ) | | $ | (26,253 | ) | | $ | (58,589 | ) |
| Foreign currency translation adjustment | | | - | | | | (1,120 | ) | | | - | | | | (302 | ) |
| Comprehensive Loss | | $ | (5,367 | ) | | $ | (37,084 | ) | | $ | (26,253 | ) | | $ | (58,891 | ) |
| | | | | | | | | | | | | | | | | |
See notes to 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 Nine Months | |
| | | Ended September 30, | |
| | | 2009 | | | 2008 | |
| | | | | | | |
| Cash flows from operating activities: | | | | | | |
| Net loss | | $ | (26,253 | ) | | $ | (58,589 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
| Payment of rental by an officer | | | - | | | | 6,287 | |
| Net change in operating assets and liabilities: | | | | | | | | |
| Other receivables | | | - | | | | 26,250 | |
| Accounts payable and accrued liabilities | | | (39,401 | ) | | | (13,844 | ) |
| Net cash used in continuing operations | | | (65,654 | ) | | | (39,896 | ) |
| Net cash provided by operations of entity held for sale | | | - | | | | 10,481 | |
| Net cash used in operating activities | | | (65,654 | ) | | | (29,415 | ) |
| | | | | | | | | |
| Cash flows from financing activities: | | | | | | | | |
| Loan from related party | | | 68,315 | | | | 17,907 | |
| Net cash used in continuing operations | | | 68,315 | | | | 17,907 | |
| Net cash provided by operations of entity held for sale | | | - | | | | 2,457 | |
| Net cash used in financing activities | | | 68,315 | | | | 20,364 | |
| | | | | | | | | |
| Effect of exchange rate on cash | | | - | | | | (300 | ) |
| | | | | | | | | |
| Net increase in cash | | | 2,661 | | | | (9,351 | ) |
| Cash and cash equivalents, beginning of year | | | 91 | | | | 14,707 | |
| Cash and cash equivalents, end of period | | $ | 2,752 | | | $ | 5,356 | |
| | | | | | | | | |
| Supplemental disclosures: | | | | | | | | |
| Cash paid during the period for income tax | | | | | | | | |
| | | $ | - | | | $ | 249 | |
| | | | | | | | | |
| Non-cash investing and financing activities: | | | | | | | | |
| Cancelation of subscription receivable | | $ | 50,000 | | | $ | - | |
| Debt forgiven by the major shareholder | | $ | 168,000 | | | $ | - | |
| | | | | | | | | |
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 | |
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 their shareholdersthe shareholder 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)(RMB $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.
On June 21, 2009, the Company entered into a debt forgiveness transaction with Mr. Xu Zu Da,Zudu Xiao, 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.Xiao.
When used in these notes, the terms “Company”, “we”, “our” or “us” mean Artcraft V, Inc. and its subsidiaries.subsidiary.
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements for the three months and sixnine months ended JuneSeptember 30, 2009 and 2008 have been prepared in conformity with accounting principles generally accepted (“GAAP”) in the United States of 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 financial information as of December 31, 2008 is derived from our Form 10-K for the year ended December 31, 2008 to be filed by us with the Securities 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 condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements for the three months and sixnine months ended JuneSeptember 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 sixnine months ended on JuneSeptember 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.
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 three and six months ended JuneSeptember 30, 2008, the transactions of 188info.com were denominated in foreign currency and were recorded in RMB 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 JuneSeptember 30, 2008, the accounts of 188info.com were maintained, and its financial statements were expressed, in RMB. Such financial statements were translated into U.S. Dollars in accordance with Statement of Financial Accounts Standards (“SFAS”) No. 52, “Foreign Currency Translation,” with the RMB 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.
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”) 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. There was no revenue for the three and six months ended June 30, 2009 and 2008.
ARTCRAFT V, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Income Taxes
The Company utilizes SFAS No. 109, “Accounting for Income Taxes”, which requires the recognition ofrecognizes 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 Loss perPer Share
Loss per share is calculated in accordance with the Statement of financial accounting standards No. 128 (“SFAS No. 128”), “Earnings per share”. SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (“APB 15”). Net income (loss) per share for all periods presented 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 sixnine months ended JuneSeptember 30, 2009 and 2008. Basic and diluted losses per share were $0.001 and $0.001 for the three monthsmonth periods ended JuneSeptember 30, 20092009. Basic and 2008 respectively.diluted losses per share were $0.004 for the three month periods ended September 30, 2008.
ARTCRAFT V, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
Reclassification
Certain items in the financial statements have been reclassified to confirm to the current period presentation.
Note 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
As of JuneSeptember 30, 2009, account payable and accrued expenses were $1,600, including accrued legal, audit, and accounting expenses.
As of December 31, 2008, account payable and accrued expenses were $15,693 and $41,001, respectively, including accrued legal, audit, and accounting expenses.
Note 4 – LOAN PAYBLE TO RELATED PARTIES
As of JuneSeptember 30, 2009, total loan payable to related party was $251,443,parties were $270,443, a non interest-bearing, unsecured and due on demand note payable to a shareholder of the Company.
As of December 31, 2008, total loansloan payable to related parties were $370,128,, including a non interest-bearing, unsecured and due on demand note payable to Mr. Xu Zu Da,Zudu Xiao, the president of Top Interest International Ltd. and the major shareholder of the Company, amounting to $168,000 and a non interest-bearing, unsecured and due on demand note payable to a shareholder of the Company in the amount of $202,128.
ARTCRAFT V, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 5 – STOCKHOLDERS’ DEFICITEQUITY
During the sixthree months period ended June 30,March 31, 2009, the Company forgave the subscription receivable from the shareholder of Top Interest International Ltd. amountingamounted to $50,000 and recorded it as a reduction of additional paid-in capital.
No new shares have been issued during the three monthsmonth period ended JuneSeptember 30, 2009.
Note 6 – GOING CONCERN
The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Companycompany as a going concern. TheHowever, the Company has an accumulated deficit of $507,333$512,700 and $486,447 as of JuneSeptember 30, 2009 and December 31, 2008 respectively, including losses of $10,373, $13,735, $20,886$26,253 and $22,624$58,589 for the three and six monthsperiods ended JuneSeptember 30, 2009 and 2008. The Company’s current liabilities exceed its current assets by $263,924$269,291 and $411,038 as of JuneSeptember 30, 2009 and December 31, 2008, respectively.2008. The Company disposed its operating entity in China during the year ended December 31, 2008 and currently does not have any operations. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company,company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and succeedingsucceed in its future operations, The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
ARTCRAFT V, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. Management has devoted considerable effort from inception through September 30, 2009, towards obtaining additional equity and management of accrued expenses and accounts payable.
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.
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.
Management believes that actions presently being taken to obtain additional funding to implement its strategic plans provide the opportunity for the Company to continue as a going concern.
F-8
F-8