Emarine Global (EMRN) 10-Q 2008 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission file number: 000-49933

Joytoto USA, Inc.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	95-4886472 (I.R.S. Employer Identification No.)
3000 Scott Boulevard, Suite 206 Santa Clara, CA (Address of principal executive offices)	95054 (Zip Code)

Registrant’s telephone number, including area code (408) 970-8050

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

Indicate by check mark 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. Yes xNo o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes oNo x

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes oNo o

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 2, 2008, there were 153,612,510 shares of common stock, par value $0.001, issued and outstanding.

JOYTOTO USA, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		2
ITEM 1	Financial Statements	2
ITEM 2	Managements Discussion and Analysis of Financial Condition and Results of Operations.	7
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	11
ITEM 4	Controls and Procedures	11
ITEM 4T	Controls and Procedures	12
PART II – OTHER INFORMATION		13
ITEM 1	Legal Proceedings	13
ITEM 1A	Risk Factors	13
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	13
ITEM 3	Defaults Upon Senior Securities	13
ITEM 4	Submission of Matters to a Vote of Security Holders	13
ITEM 5	Other Information	13
ITEM 6	Exhibits	13

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PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition or Plan of Operation.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

ITEM 1Financial Statements

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JOYTOTO USA, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2008			2007
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash		7,200			-
Prepaid expenses		8,741			3,527
Total current assets		15,941			3,527
Property and equipment, net of accumulated
depreciation of $6,924 and $9,001		17,827			19,904
Other assets
License Agreements, net of accumulated
amortization of $1,081,548 and $1,516,956		14,966,044			15,401,452
Goodwill		52,912			52,912
Deposits		403,090			3,072
Total other assets		15,422,046			15,457,436
Total Assets	$	15,455,814		$	15,480,867
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank overdraft	$	-		$	1,695
Accrued expenses and accounts payable		315,004			205,303
Due to affiliate		194,056			105,061
Loans payable to related parties		22,000			-
Loans payable		450,000			50,000
Total Current Liabilities		981,060			362,059
Stockholders' Equity
Common stock, authorized 300,000,000 shares; par value $0.001; 153,612,510 issued and outstanding at March 31, 2008 and December 31,2007, respectively		153,613			153,613
Additional paid-in-capital		72,126,368			65,876,368
Deficit accumulated during development stage		(57,805,227	)		(50,911,173	)
Total Stockholders’ Equity		14,474,754			15,118,808
Total Liabilities and Stockholders’ Equity	$	15,455,814		$	15,480,867

See accompanying notes to consolidated financial statements.

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JOYTOTO USA, INC.

(A Development State Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

						December 6, 2006
	For the 3 months ended					(Inception) to
	March 31,					March 31,
	2008			2007		2008
REVENUES	$	-		$	-	$	-
COSTS AND EXPENSES
Selling, general and administrative		6,456,569			-		56,215,537
Depreciation		2,077			-		7,883
Amortization		435,408			-		1,497,194
Total Costs and Expenses		6,894,054			-		57,720,614
NET LOSS	$	(6,894,054	)	$	-	$	(57,720,614	)
NET LOSS PER COMMON
SHARE (Basic and Diluted)	$	(0.04	)	$	-	$	(0.82	)
WEIGHTED AVERAGE SHARES
OUTSTANDING		153,612,510			1,000		70,062,531

See accompanying notes to consolidated financial statements.

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JOYTOTO USA, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

							For the Period
							December 6, 2006
		For the 3 months ended					(Inception) to
		March 31,					March 31,
		2008			2007		2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(6,894,054	)	$	-	$	(57,720,614	)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation and amortization			437,485			-		1,505,077
Stock based compensation			6,250,000			-		55,662,368
Changes in assets and liabilities:
(Increase) decrease in prepaid expenses			(5,214	)		-		(6,924	)
(Increase) decrease in deposits			(400,018	)		-		(400,018	)
Increase (decrease) in accrued expenses			109,701			-		253,045
Increase (decrease) in due to affiliate			88,995			-		194,056
Net cash used in operating activities			(413,105	)		-		(513,010	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired in acquisition			-			-		48,210
Net cash provided by investing activities			-			-		48,210
CASH FLOWS FROM FINANCING ACTIVITIES
Loan proceeds			422,000			-		472,000
Bank overdraft			(1,695	)		-		-
Net cash provided by financing activities	��		420,305			-		472,000
Net increase in cash			7,200			-		7,200
CASH AT BEGINNING OF PERIOD			-			-		-
CASH AT END OF PERIOD		$	7,200		$	-	$	7,200
SUPPLEMENTAL CASH FLOW DISCLOSURES
Non-Cash Items:
Acquisition of Joytoto America, Inc.
Cash			-			-		(48,210	)
Prepaid expenses			-			-		(1,817	)
Property and equipment			-			-		(26,828	)
Accumulated depreciation			-			-		1,118
License agreement			-			-		(400,000	)
Accumulated amortization			-			-		19,762
Goodwill			-			-		(52,912	)
Deposits			-			-		(3,072	)
Accrued expenses			-			-		11,959
Common stock			-			-		1
Additional paid-in-capital			-			-		499,999
Issuance of stock to acquire license agreements			-			-		16,083,000

See accompanying notes to financial statements.

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JOYTOTO USA, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

March 31, 2008

NOTE A – BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary in order to make the financial statements not misleading have been included. Results for the three months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. For further information, refer to the financial statements and footnotes thereto included in the Joytoto USA, Inc., amended annual report on Form 10-KSB/A for the year ended December 31, 2007.

NOTE B – GOING CONCERN

As shown in the accompanying financial statements, the Company has an accumulated deficit of $57,805,227 as of March 31, 2008. Management’s plans include the raising of capital through the equity markets to fund future operations, seeking additional acquisitions, and the generating of revenue through its business. Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE C – SUBSEQUENT EVENTS

On March 28, 2008, Joytoto Technologies, Inc. (“JTI”), our wholly-owned subsidiary received its first purchase order pursuant to its Worldwide Sales and Distribution Agreement dated June 11, 2007 by and between JTI and Joytoto Co., Ltd. (“Joytoto Korea”) our parent company. The initial purchase order was for the purchase of more than 15,000 mp3 players and was fulfilled and completed by JTI during the month of April. As such, during the month of April, the Company recorded revenue from this purchase order in the amount of $732,239.

See accompanying notes to financial statements.

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ITEM 2Managements Discussion and Analysis of Financial Condition and Results of Operations.

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

On October 31, 2007, we divested our two subsidiaries and acquired Joyon Entertainment, Inc., and its two wholly-owned subsidiaries, Joytoto America, Inc. and Joytoto Technologies, Inc. The discussion below concerns the business operations of our new subsidiaries, which are engaged in the business of providing online gaming services and MP3 and other technical products.

Our business is conducted through our two wholly-owned subsidiaries, Joytoto America and Joytoto Technologies. Both were acquired by Joyon Entertainment, Inc., in the second quarter of 2007, and both were formed in the third quarter of 2006, and thus we have no operations, other than some simple formation activities, for comparison purposes in prior periods. We have no revenues for any periods. We anticipate that we will have revenues beginning in 2008, but that we will continue to operate at a loss until at least the fourth quarter of 2008. There can be no assurance, however, that we will achieve all or any part of our anticipated revenue goals. All of our revenue goals are based on the assumption that Joytoto Korea will transfer its MP3 products business to our subsidiary, Joytoto Technologies, pursuant to our Exclusive Distributorship Agreement, however, this transfer cannot be assured, and if this transfer does take place, it cannot be assured that the transfer will be successful, or that the suppliers of our products will accept us as their customer, or the purchasers of our products will accept us as their supplier.

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Three months ended March 31, 2008 compared to three months ended March 31, 2007

Revenues, Expenses and Loss from Operations

Our revenues, selling, general and administrative expenses, depreciation, amortization, total costs and expenses, and net loss for the three months ended March 31, 2008 and for the three months ended March 31, 2007 are as follows:

	Three Months Ended March 31, 2008			Three Months Ended March 31, 2007		For the Period December 6, 2006 (Inception) to March 31, 2008
Revenue	$	-		$	-	$	-
Selling, general and administrative		6,456,569			-		56,215,537
Depreciation		2,077			-		7,883
Amortization		435,408			-		1,497,194
Total costs and expenses		6,894,054			-		57,720,614
Net Loss	$	(6,894,054	)	$	-	$	(57,720,614	)

For the three months ended March 31, 2008 and for the period of our inception thru March 31, 2008 we have not had any revenues, and therefore no cost of sales for those periods. For the three months ended March 31, 2008 our selling, general and administrative expenses of $6,456,569 consisted primarily of $6,245,833 in stock based compensation due to the shares granted to our executive officers under their employment agreements, $31,086 of payroll expenses, $148,649 of professional fees, and $4,608 of rent expense. For the three months ended March 31, 2007, we did not have any selling, general and administrative expenses. Depreciation is of computers and other office furniture and equipment. Amortization is derived from the value assigned to the securities and other consideration issued for our license and distribution agreements, based on their estimated useful life (see Note H to our consolidated financial statements for the year ended December 31, 2007).

Net Loss

Because we have had no revenues for the periods discussed, our total costs and expenses for each period is equal to our net loss for the same period.

Liquidity and Capital Resources

Introduction

Our primary assets are the two online game license agreements and the Exclusive Distributorship Agreement. As of March 31, 2008, we have not begun to generate revenue from these agreements, and as a result we have very few current assets. Our cash requirements have been relatively small up to this point, but as a result of the acquisition of JEI and the fact that we are now a public, reporting company, we anticipate that our cash needs will increase dramatically. We anticipate satisfying these cash needs through the sale of our common stock until we not only begin to generate revenue, but until we can generate enough revenue to sustain our operations.

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	As of March 31, 2008		As of December 31, 2007		Change
Cash and cash equivalents	$	7,200	$	-	$	7,200
Prepaid expenses		8,741		3,527		5,214
Total current assets		15,941		3,527		12,414
Property and equipment, net of accumulated depreciation of $6924 and $9,001		17,827		19,904		(2,077	)
License Agreements, net of accumulated amortization of $1,081,548 and $1,516,956		14,966,044		15,401,452		435,408
Goodwill		52,912		52,912		-
Deposits		403,090		3,072		400,018
Total Assets		15,455,814		15,480,867		(25,053	)
Bank overdraft		-		1,695		(1,695	)
Accrued expenses and accounts payable		315,004		205,303		109,701
Due to affiliate		194,056		105,061		88,995
Loans payable to related parties		22,000		-		22,000
Loans payable		450,000		50,000		400,000
Total current liabilities	$	981,060	$	362,059	$	619,001

Cash Requirements

As stated above, we anticipate that our cash requirements will increase substantially as a result of the fact that we are now a public, reporting company and as we begin to increase operations to generate revenue from our license and distributorship agreements.

Sources and Uses of Cash

Operations

For the three months ended March 31, 2008, we had a net loss from operations of ($6,894,054). This was offset by depreciation and amortization of $437,485, stock based compensation of $6,250,000, an increase in prepaid expenses of $5,214, an increase in deposits of $400,018, an increase in accrued expenses of $109,701, and an increase in the amount due to an affiliate (Joytoto Korea) of $88,995, for total cash used in our operating activities of $413,105.

Investments

We had no cash provided by investments for the three months ended March 31, 2008.

Financing

Our cash flows from financing activities totaled $420,305, from $422,000 in loan proceeds offset by ($1,695) from repayment of our bank overdraft account.

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Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon its financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with its Board of Directors, we have identified the following accounting policies that we believe are key to an understanding of our financial statements. These are important accounting policies that require management’s most difficult, subjective judgments.

Valuation of License Agreements

We account for goodwill and license agreements in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and other Intangible Assets.” Under SFAS 142, goodwill and intangibles with indefinite lives are not amortized; rather they are tested for impairment at least annually.  Intangible assets and license agreements, other than goodwill, with definite lives will be amortized over their useful lives ranging from 3 to 10 years. We periodically evaluate the reasonableness of the useful lives of these intangible assets.  The license agreements were valued on our balance sheet as follows:

A.Upon execution of the Master License Agreement we issued Joyon Korea thirty million (30,000,000) common shares as consideration. Prior to the acquisition of the Master License Agreement we had an independent business valuation performed whereby our enterprise value was calculated to be $0.1799 per share. Accordingly, the shares issued for the license were valued at $0.1799 per share.

B.Prior to the acquisition of the Exclusive Distributorship Agreement we had an independent business valuation performed whereby our enterprise value was calculated to be $0.3562 per share. Accordingly, the shares issued for the license agreement were valued at $0.3562 per share.

C.License agreements are comprised of the following:

	March 31, 2008		Estimated Useful Life
Pang Pang License	$	400,000	3 years
North American Master License		5,397,000	10 years
Exclusive Distributorship		10,686,000	10 years
Less: accumulated amortization		1,516,956
	$	14,966,044

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Off-balance Sheet Arrangements

We have no off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.

ITEM 3Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company we are not required to provide the information required by this Item.

ITEM 4Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of March 31, 2008, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2008, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 5) or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following three material weaknesses which have caused management to conclude that, as of March 31, 2008, our disclosure controls and procedures were not effective at the reasonable assurance level:

1.We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

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2.We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

3.We had a significant number of audit adjustments last fiscal year. Audit adjustments are the result of a failure of the internal controls to prevent or detect misstatements of accounting information. The failure could be due to inadequate design of the internal controls or to a misapplication or override of controls. Management evaluated the impact of our significant number of audit adjustments last year and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Remediation of Material Weaknesses

To remediate the material weaknesses in our disclosure controls and procedures identified above, we have continued to refine our internal procedures to begin to implement segregation of duties and to reduce the number of audit adjustments.

Changes in Internal Control over Financial Reporting

Except as noted above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 4TControls and Procedures

We are not required to furnish the information required by this item until we report on our fiscal year ending December 31, 2008.

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PART II – OTHER INFORMATION

ITEM 1Legal Proceedings

There are no material changes to the legal proceedings in our most recent Annual Report on Form 10-K/A.

In the ordinary course of business, we may be from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

ITEM 1ARisk Factors

There are no material changes to the risk factors in our most recent Annual Report on Form 10-K.

ITEM 2Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered, or any other, sales of equity securities by us during the three month period ended March 31, 2008.

ITEM 3Defaults Upon Senior Securities

There have been no events that are required to be reported under this Item.

ITEM 4Submission of Matters to a Vote of Security Holders

There have been no events that are required to be reported under this Item.

ITEM 5Other Information

On March 28, 2008, Joytoto Technologies, Inc. (“JTI”), our wholly-owned subsidiary received its first purchase order pursuant to its Worldwide Sales and Distribution Agreement dated June 11, 2007 by and between JTI and Joytoto Co., Ltd. (“Joytoto Korea”) our parent company. The initial purchase order was for the purchase of more than 15,000 mp3 players and was fulfilled and completed by JTI during the month of April. As such, during the month of April, we recorded revenue from this purchase order in the amount of $732,239, which will be reflected in our Form 10-Q for the quarter ended June 30, 2008.

ITEM 6Exhibits

3.1 (1)	Articles of Incorporation dated September 20, 2001
3.2 (2)	Articles of Amendment to Articles of Incorporation dated June 17, 2003
3.3 (3)	Certificate of Amendment to Articles of Incorporation dated January 7, 2005

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3.4 (5)	Certificate of Amendment to Articles of Incorporation dated November 18, 2005
3.5 (4)	Certificate of Amendment to Articles of Incorporation dated Effective October 31, 2007
3.6 (1)	Bylaws of Web Views Corporation dated November 10, 2001
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated by reference from our Registration Statement on Form 10SB12G filed with the Commission on July 23, 2002.

(2) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on June 25, 2003.

(3) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on January 7, 2005.

(4) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on November 6, 2007.

(5) Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on November 14, 2007.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Joytoto USA, Inc.
Dated:May 20, 2008	/s/Seong Yong Cho
	By:   Seong Yong Cho
	Its:    President

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