UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10 - Q/A
(Amendment No. 2)
(Mark One) |
[ x ] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2009 |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from [ ] to [ ]
Commission File Number: [ ]
CHINA DIGITAL VENTURES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Nevada | ------------- |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
Unit 603, 6/F., Malaysia Building, 50 Gloucester Road, Wanchai, Hong Kong | n/a |
(Address of Principal Executive Offices) | (Zip Code) |
+011 618 7123-2313
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former
Fiscal Year if Changed Since Last Report)
Indicate by check whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 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 [ x ] No [ ]
Indicate by check whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of " large accelerated filer, " " accelerated filer " and " small reporting company " in Rule 12b-2 of the Exchange Act. (check one) |
Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ] Smaller 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 [ ]
The number of common equity shares outstanding as of April 30, 2009 was 13,228,000 shares of Common Stock, $0.001 par value. |
Explanatory Note |
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INDEX
Page | ||
PART I. FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | |
Consolidated Balance Sheet - March 31, 2009 (Unaudited) | 2 | |
Consolidated Statements of Operations - Three Months and Six Months ended March 31, 2009 and 2008 and from March 26, 2007 (Inception) to March 31, 2009 (Unaudited) | 3 | |
Consolidated Statement of Stockholders' Equity / (Deficit) - From March 26, 2007 (Inception) to March 31, 2009 (Unaudited) | 4 | |
Consolidated Statements of Cash Flows - Six Months ended March 31, 2009 and 2008 and from March 26, 2007 (Inception) to March 31, 2009 (Unaudited) | 5 | |
Notes to Consolidated Financial Statements | 6-11 |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 12-16 |
Item 3. | Quantitative and Qualitative Disclosure About Market Risk | 17 |
Item 4. | Controls and Procedures | 17 |
PART II. OTHER INFORMATION |
Item 1 | Legal Proceedings | 18 |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
Item 3 | Defaults Upon Senior Securities | 18 |
Item 4 | Submission of Matters to a Vote of Security Holders | 18 |
Item 5 | Other Matters | 18 |
Item 6. | Exhibits | 18 |
SIGNATURES | 19 |
PART I - FINANCIAL INFORMATION
CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED BALANCE SHEET |
AS AT MARCH 31, 2009 AND SEPTEMBER 30, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
Note | March 31, 2009 | September 30,2008 | |||
(Unaudited) | (Audited) | ||||
ASSETS | |||||
Current assets: | |||||
Cash and cash equivalents | $ | 4,726 | $ | 8,517 | |
Account receivable | 2,158 | - | |||
-------------------- | ------------------- | ||||
Total assets | $ | 6,884 | $ | 8,517 | |
=========== | =========== | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||
Current liabilities: | |||||
Other payables | $ | 3,100 | $ | - | |
Accrued expenses | 35,114 | 33,060 | |||
Amount due to a director | 23,321 | 19,648 | |||
------------------- | ------------------- | ||||
Total current liabilities | 61,535 | 52,708 | |||
------------------- | ------------------- | ||||
Stockholders' deficit : | |||||
Common stock, $0.001 par value, 75,000,00 shares authorized 13,228,000 (2007: 13,228,000) shares issued and outstanding | 4 | 13,208 | 13,208 | ||
Additional paid up capital | 4 | 31,352 | 31,352 | ||
Deficit accumulated during the development stage | (99,211) | (88,751) | |||
------------------- | ------------------- | ||||
Total stockholders' deficit | (54,651) | (44,191) | |||
------------------- | ------------------- | ||||
Total liabilities and stockholders' deficit | $ | 6,884 | $ | 8,517 | |
=========== | =========== | ||||
See accompanying notes to the financial statements
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENTS OF OPERATIONS |
FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2009 AND 2008 AND FROM MARCH 26, 2007 (INCEPTION) TO MARCH 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
For the Period | ||||||||||
For the Three | For the Three | For the Six | For the Six | from March 26, | ||||||
Months Ended | Months Ended | Months Ended | Months Ended | 2007 (Inception) | ||||||
March 31, | March 31, | March 31, | March 31, | to March 31, | ||||||
2009 | 2008 | 2009 | 2008 | 2009 | ||||||
----------------- | ----------------- | ----------------- | ----------------- | ------------------ | ||||||
Net Revenues | $ | 6,178 | $ | 628 | $ | 12,064 | $ | 1,928 | $ | 24,815 |
Cost of Revenues | 2,899 | 502 | 5,732 | 1,412 | 12,611 | |||||
----------------- | ----------------- | ----------------- | ----------------- | ------------------ | ||||||
Gross Profits | 3,279 | 126 | 6,332 | 516 | 12,204 | |||||
Other General and Administrative Expenses | 11,071 | 14,012 | 16,738 | 27,906 | 111,357 | |||||
----------------- | ------------------- | ------------------ | ------------------- | ------------------ | ||||||
Loss from Operations | (7,792) | (13,886) | (10,406) | (27,390) | (99,153) | |||||
Other Expenses | ||||||||||
Interests | 54 | - | 54 | 58 | ||||||
----------------- | ------------------ | ------------------ | ------------------ | ------------------ | ||||||
Net Loss | $ | (7,846) | $ | (13,886) | $ | (10,460) | $ | (27,390) | $ | (99,211) |
========== | ========== | ========== | ========== | ========== | ||||||
Weighted Average Basic and Diluted Shares Outstanding | 13,228,000 | 13,078,637 | 13,228,000 | 13,039,104 | 12,984,288 | |||||
========== | ========= | ========== | ========= | ========= | ||||||
Loss Per Share - basic and diluted | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.00) |
========== | ========= | =========== | ========= | ========= | ||||||
*Basic and diluted weighted average number of shares is the same since the Company has no dilutive securities |
See accompanying notes to the financial statements
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY / (DEFICIT) |
FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO MARCH 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
Deficit | ||||||||||||
accumulated | ||||||||||||
Common stock | Additional | during the | Total | |||||||||
------------------------------ | paid-in | development | stockholders' | |||||||||
Shares | Amount | capital | stage | equity/(deficit) | ||||||||
------------ | ------------ | ------------ | ------------ | ------------------ | ||||||||
Balance at March 26, 2007 (inception) | - | $ | - | $ | - | $ | - | $ | - | |||
Issuance of founder shares for cash at $0.001 per share March 28, 2007 | 10,000,000 | 10,000 | - | - | 10,000 | |||||||
Sale of shares for cash at $0.01 per share April 2007 | 3,000,000 | 3,000 | 27,000 | - | 30,000 | |||||||
Net loss | - | - | - | (38,799) | (38,799) | |||||||
---------------- | ---------------- | ---------------- | ---------------- | --------------- | ||||||||
Balance at September 30, 2007 | 13,000,000 | 13,000 | 27,000 | (38,799) | 1,201 | |||||||
Sale of shares for cash at $0.02 per share - Feb-Mar 2008 | 208,000 | 208 | 3,952 | - | 4,160 | |||||||
Issuance of shares for services at $0.02 per share Jul 7, 2008 | 20,000 | - | 400 | - | 400 | |||||||
Net loss | - | - | - | (49,952) | (49,952) | |||||||
---------------- | ---------------- | ---------------- | ---------------- | --------------- | ||||||||
Balance at September 30, 2008 | 13,228,000 | 13,208 | 31,352 | (88,751) | (44,191) | |||||||
Net loss | - | - | - | (10,460) | (10,460) | |||||||
---------------- | ---------------- | ---------------- | ---------------- | --------------- | ||||||||
Balance at March 31, 2009 | 13,228,000 | $ | 13,208 | $ | 31,352 | $ | (99,211) | $ | (54,651) | |||
============ | ============ | ============ | ============ | ============ |
See accompanying notes to the financial statements
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 AND FROM MARCH 26, 2007 (INCEPTION) TO MARCH 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
For the Period | ||||||
For the Six | For the Six | from March 26, 2007 | ||||
Months Ended | Months Ended | (Inception) to | ||||
March 31, | March 31, | March 31, | ||||
----------------------- | ----------------------- | ------------------------ | ||||
Cash Flows from Operating Activities: | ||||||
Net Loss | $ | (10,460) | $ | (27,390) | $ | (99,211) |
Adjustments to Reconcile Net Loss to Net Cash Used | ||||||
in Operating Activities: | ||||||
Common stock issuance for services | - | - | 400 | |||
Changes in Assets and Liabilities: | ||||||
Increase in Account Receivable | (2,158) | (1,000) | (2,158) | |||
Increase in Accrued Expenses | 2,054 | 14,106 | 35,114 | |||
Increase in Other Payable | 3,100 | 6,873 | 3,100 | |||
Increase in Account Payable | - | 1,412 | - | |||
Increase in Due to a director | 3,673 | 3,141 | 23,321 | |||
----------------------- | ----------------------- | ----------------------- | ||||
Net Cash Used in Operating Activities | (3,791) | (2,858) | (39,434) | |||
----------------------- | ----------------------- | ----------------------- | ||||
Cash Flows from Investing Activities: | - | - | - | |||
----------------------- | ----------------------- | ----------------------- | ||||
Cash Flows from Financing Activities: | ||||||
Proceeds from Sale of Common Stock | - | 4,160 | 44,160 | |||
----------------------- | ----------------------- | ----------------------- | ||||
Net Cash Provided by Financing Activities | - | 4,160 | 44,160 | |||
----------------------- | ----------------------- | ----------------------- | ||||
(Decrease)/Increase in Cash | (3,791) | 1,302 | 4,726 | |||
Cash - Beginning of Period | 8,517 | 5,001 | - | |||
----------------------- | ----------------------- | ----------------------- | ||||
Cash - End of Period | $ | 4,726 | $ | 6,303 | $ | 4,726 |
============= | ============= | ============= | ||||
Supplemental Disclosures of Cash Flow Information: | ||||||
Interest Paid | $ | 54 | $ | $ | 58 | |
============= | ============= | ============= | ||||
Income Taxes Paid | $ | - | $ | - | $ | - |
============= | ============= | ============= |
See accompanying notes to the financial statements
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
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Place of | Attributable | ||||
Name of Company | Incorporation | Interest | |||
Lead Concept Limited | Hong Kong | 100% |
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED MARCH 31, 2009 AND 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
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March 31, 2009 | |||
$ | |||
United States federal income tax rate | 15% | ||
Valuation allowance-US federal income tax | (15%) | ||
----------------- | |||
Provision for income tax | - | ||
============ | |||
Hong Kong statutory rate | 17.5% | ||
Valuation allowance Hong Kong Rate | (17.5%) | ||
----------------- | |||
Provision for income tax | - | ||
============ |
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
As used in this Form 10-Q, references to the "Company," "we," "our," "us" or "CDVC" refer to China Digital Ventures Corporation, unless the context otherwise indicates. |
Forward-Looking Statements |
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Critical Accounting Policy and Estimates |
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Overview |
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Overview Telecom Market |
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Telecom Services |
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CDVC has commenced the development of its website at www.ngndial.com and online e-commerce platform. CDVC has completed the first phase of its development for call back service and initiation through the internet. However, we still need to complete the development of the payment gateway to be fully capable as an e-commerce platform, where all the services will be automated, and relies less on any human intervention. Currently our business relies on selling of telecom services where our sales and cash collection relies on direct involvement of sales staff. With a fully automated platform, we shall be able to sell our services on the internet and reduce our selling costs. |
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* | Distinctive Telecom Service offerings; | |
* | Tiered costing models based on volume and purchase frequency; and | |
* | Prizes, additional compensation and other incentive programs for top resellers' sales people. |
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Mobile Devices Advertising |
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General |
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Results of Operations |
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The Company has realized revenue of $628 for the three months period ended March 31, 2008. The Company incurred a cost of revenue of $502, achieving a gross profit of $126 for the three months period ended March 31, 2008. We hope to generate additional revenue when we receive more contracts or develop other projects. The Company has realized revenue of $12,064 for the six months period ended March 31, 2009. The Company incurred a cost of revenue of $5,732, achieving a gross profit of $6,332 for the six months period ended March 31, 2009. We hope to generate additional revenue when we receive more contracts or develop other projects. The Company has realized revenue of $1,928 for the six months period ended March 31, 2008. The Company incurred a cost of revenue of $1,412, achieving a gross profit of $516 for the six months period ended March 31, 2008. We hope to generate additional revenue when we receive more contracts or develop other projects. For the period from March 26, 2007 (date of inception) to March 31, 2009, the Company realized revenue of $24,815, incurred a cost of revenue of $12,611 and achieved a gross profit of $12,204. |
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For the three months period ended March 31, 2008, our gross profit was $126 and our total operating expenses were $14,012, all of which were selling, general and administrative expenses. We also had $nil in interest expenses. Our net loss to our shareholders for the three months period ended March 31, 2008 was $13,886. For the six months period ended March 31, 2009, our gross profit was $6,332 and our total operating expenses were $16,738, all of which were selling, general and administrative expenses. We also had $54 in interest expenses. Our net loss to our shareholders for the six months period ended March 31, 2009 was $10,460. For the six months period ended March 31, 2008, our gross profit was $516 and our total operating expenses were $27,906, all of which were selling, general and administrative expenses. We also had $nil in interest expenses. Our net loss to our shareholders for the six months period ended March 31 2008 was $27,390. For the period from March 26, 2007 (date of inception) to March 31, 2009, the accumulated gross profit was $12,204, the total operating expenses was $111,357 which was all selling, general and administrative expenses and had $58 in interest expenses and resulting in an accumulated net loss to our shareholders of $99,211. |
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Liquidity and Capital Resources |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk. |
Quantitative and Qualitative Disclosures about Market Risk: |
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Item 4T. Controls and Procedures. |
Evaluation of Controls and Procedures: |
Our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures had the following deficiency: |
* |
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Changes in Internal Controls over Financial Reporting: |
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PART II. OTHER INFORMATION |
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| Description |
3.1 | Articles of Incorporation (1) |
3.2 | Bylaws (1) |
10.1 | A Letter Agreement for loan advanced by Mr. Bing He (2) |
31.1 | Rule 13a-14(a)/15d14(a) Certification of CEO (Attached Hereto) |
31.2 | Rule 13a-14(a)/15d14(a) Certification of CFO (Attached Hereto) |
32.1 | Section 1350 Certifications (Attached Hereto) |
32.2 | Section 1350 Certifications (Attached Hereto) |
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SIGNATURES |
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CHINA DIGITAL VENTURES CORPORATION | ||
By: | /s/ Con Unerkov | |
Name: | Con Unerkov | |
Title: | President and Director | |
(Principal Executive Officer | ||
By: | /s/ Bing He | |
Name: | Bing He | |
Title: | Treasurer and Director | |
(Principal Financial and | ||
Accounting Officer) |
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