UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10 - Q
(Mark One) |
[ x ] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2010 |
[ ] | 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 (852) 6343-7704
(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 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. |
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SEC 1296 (03-10) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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PART I. FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | |
Consolidated Balance Sheet - June 30, 2010 (Unaudited) | 2 | |
Consolidated Statements of Operations - Three Months and Nine Months ended June 30, 2010 and 2009 and from March 26, 2007 (Inception) to June 30, 2010 (Unaudited) | 3 | |
Consolidated Statement of Stockholders' Equity / (Deficit) - From March 26, 2007 (Inception) to June 30, 2010 (Unaudited) | 4 | |
Consolidated Statements of Cash Flows - Nine Months ended June 30, 2010 and 2009 and from March 26, 2007 (Inception) to June 30, 2010 (Unaudited) | 5 | |
Notes to Consolidated Financial Statements | 7-20 |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. | Quantitative and Qualitative Disclosure About Market Risk |
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Item 4. | Controls and Procedures |
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PART II. OTHER INFORMATION |
Item 1 | Legal Proceedings |
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Item 1A | Risk Factors |
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Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3 | Defaults Upon Senior Securities |
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Item 4 | (Removed and Reserved) |
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Item 5 | Other Information |
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Item 6. | Exhibits |
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SIGNATURES |
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PART I - FINANCIAL INFORMATION
CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED BALANCE SHEET |
AS AT JUNE 30, 2010 AND SEPTEMBER 30, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
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(Unaudited) | (Audited) | ||||
US$ | US$ | ||||
ASSETS | |||||
Current assets: | |||||
Cash and cash equivalents | - | 36,227 | |||
Account receivable | - | 154 | |||
Other receivable | - | 2,884 | |||
Loan receivable | - | 14,049 | |||
Amount due from a director | 5 | - | 7,104 | ||
Deposits | 6 | - | 124,801 | ||
Inventory-resalable goods | - | 1,585 | |||
-------------------- | ------------------- | ||||
Total current assets | - | 186,804 | |||
-------------------- | ------------------- | ||||
Non-Current assets: | |||||
Property and equipment, net | 7 | - | 11,960 | ||
Goodwill | - | 13,902 | |||
-------------------- | ------------------- | ||||
Total non-current assets | - | 25,862 | |||
-------------------- | ------------------- | ||||
Total assets: | - | 212,666 | |||
=========== | =========== | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
Current liabilities: | |||||
Other payables | 8 | - | 179,727 | ||
Loan payable | - | 36,814 | |||
Amount due to shareholder | 19,103 | - | |||
Accrued expenses | - | 40,087 | |||
Amounts due to directors | 5 | - | 26,498 | ||
------------------- | ------------------- | ||||
Total current liabilities | 19,103 | 283,126 | |||
------------------- | ------------------- | ||||
Minority interest | - | (2,091) | |||
Stockholders' equity: | |||||
Common stock, $0.001 par value, 75,000,000 shares authorized 15,228,000 (2009: 15,228,000) shares issued and outstanding | 4 | 15,228 | 15,228 | ||
Additional paid up capital | 4 | 69,332 | 69,332 | ||
Deficit accumulated during the development stage | (103,663) | (152,009) | |||
Comprehensive loss | - | (920) | |||
------------------- | ------------------- | ||||
Total stockholders' deficit | (19,103) | (68,369) | |||
------------------- | ------------------- | ||||
Total liabilities and stockholders' equity | - | 212,666 | |||
=========== | =========== |
See accompanying notes to the financial statements
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENTS OF OPERATIONS |
FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2010 AND 2009 AND FROM MARCH 26, 2007 (INCEPTION) TO JUNE 30, 2010 |
(UNAUDITED) |
(Stated in US Dollars) |
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For the Three | For the Three | For the Nine | For the Nine | from March 26, | ||||||
Months Ended | Months Ended | Months Ended | Months Ended | 2007 (Inception) | ||||||
June 30, | June 30, | June 30, | June 30, | to June 30, | ||||||
2010 | 2009 | 2010 | 2009 | 2010 | ||||||
US$ | US$ | US$ | US$ | US$ | ||||||
----------------- | ----------------- | ----------------- | ----------------- | ------------------ | ||||||
Net Revenues | - | 5,829 | 1,127 | 17,893 | 31,912 | |||||
Cost of Revenues | - | 2,800 | 320 | 8,532 | 15,731 | |||||
----------------- | ----------------- | ----------------- | ----------------- | ------------------ | ||||||
Gross Profits | - | 3,029 | 807 | 9,361 | 16,181 | |||||
Other General and Administrative Expenses | 1,853 | 10,475 | 84,959 | 27,213 | 262,521 | |||||
----------------- | ----------------- | ------------------ | ------------------ | ------------------ | ||||||
Loss from Operations | (1,853) | (7,446) | (84,152) | (17,852) | (246,340) | |||||
Other Income /(Expenses) | ||||||||||
Gain on disposal of subsidiaries | 118,193 | - | 118,193 | - | 118,193 | |||||
Exchange gain | 1,028 | - | 1,028 | - | 1,028 | |||||
Interests income | - | - | 141 | - | 1,196 | |||||
Interests expenses | (118) | (28) | (1,319) | (82) | (2,170) | |||||
----------------- | ----------------- | ------------------ | ------------------ | ------------------ | ||||||
Net Profit / (Loss) before minority interest | 117,250 | (7,474) | 33,891 | (17,934) | (128,093) | |||||
Minority interest | - | - | 14,455 | - | 24,430 | |||||
----------------- | ----------------- | ------------------ | ------------------ | ------------------ | ||||||
Net Profit / (Loss) | 117,250 | (7,474) | 48,346 | (17,934) | (103,663) | |||||
Other comprehensive loss | ||||||||||
Foreign currency translation gain / (loss) | 1,072 | - | 920 | - | - | |||||
----------------- | ----------------- | ------------------ | ------------------ | ------------------ | ||||||
Comprehensive Loss | 118,322 | (7,474) | 49,266 | (17,934) | (103,663) | |||||
========== | ========== | ========== | ========== | ========== | ||||||
Weighted Average Basic and Diluted Shares Outstanding | 15,228,000 | 13,228,000 | 15,228,000 | 13,228,000 | 13,681,547 | |||||
========== | ========== | ========== | ========== | ========= | ||||||
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 JUNE 30, 2010 | ||||||||||||
(UNAUDITED) | ||||||||||||
(Stated in US Dollars) | ||||||||||||
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accumulated | ||||||||||||
Common stock | Additional | during the | Total | |||||||||
----------------------------- | paid-in | Comprehensive | development | stockholders' | ||||||||
Shares | Amount | capital | Loss | Stage | equity/(deficit) | |||||||
US$ | US$ | US$ | US$ | US$ | ||||||||
---------- | ----------- | ----------- | ---------------------- | ------------ | ------------- | |||||||
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 $0.02 per share - Jul 7, 2008 | 20,000 | - | 400 | - | - | 400 | ||||||
Net loss | - | - | - | - | (49,952) | (49,952) | ||||||
--------------- | ---------------- | ---------------- | -------------------- | ---------------- | --------------- | |||||||
Balance at September 30, 2008 | 13,228,000 | 13,208 | 31,352 | - | (88,751) | (44,191) | ||||||
Issuance of shares for acquisition of subsidiary | 2,000,000 | 2,000 | 38,000 | - | - | 40,000 | ||||||
Comprehensive loss | - | - | - | (920) | - | (920) | ||||||
Reclassification | - | 20 | (20) | - | - | - | ||||||
Net loss | - | - | - | - | (63,258) | (63,258) | ||||||
--------------- | ---------------- | ---------------- | ---------------------- | ---------------- | --------------- | |||||||
Balance at September 30, 2009 | 15,228,000 | 15,228 | 69,332 | (920) | (152,009) | (68,369) | ||||||
Comprehensive loss | - | - | - | 920 | - | 920 | ||||||
Net profit | - | - | - | - | 48,346 | 48,346 | ||||||
--------------- | ---------------- | ---------------- | ---------------------- | ---------------- | --------------- | |||||||
Balance at June 30, 2010 | 15,228,000 | 15,228 | 69,332 | - | (103,663) | (19,103) | ||||||
========= | ========= | ========= | ============ | ========= | ========= |
See accompanying notes to the financial statements
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CHINA DIGITAL VENTURES CORPORATION | ||||||
(A DEVELOPMENT STAGE COMPANY) | ||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||
FOR THE NINE MONTHS ENDED JUNE 30, 2010 AND 2009 AND FROM MARCH 26, 2007 (INCEPTION) TO JUNE 30, 2010 | ||||||
(UNAUDITED) | ||||||
(Stated in US Dollars) | ||||||
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For the Nine | For the Nine | from March 26, 2007 | ||||
Months Ended | Months Ended | (Inception) to | ||||
June 30, 2010 | June 30, 2009 | June 30, 2010 | ||||
US$ | US$ | US$ | ||||
----------------------- | ----------------------- | ------------------------ | ||||
Cash Flows from Operating Activities: | ||||||
Net Loss | 48,346 | (17,934) | (103,663) | |||
Adjustments to Reconcile Net Loss to Net Cash Used | ||||||
in Operating Activities: | ||||||
Depreciation | 2,115 | - | 2,914 | |||
Minority interest | (14,455) | - | (24,430) | |||
Gain on disposal of subsidiaries | (118,193) | - | (118,193) | |||
Common stock issuance for services | - | - | 400 | |||
Changes in Assets and Liabilities: | ||||||
Increase in Account Receivable | (705) | (2,056) | (859) | |||
Decrease / (Increase) in Other Receivable | 1,328 | (641) | 1,812 | |||
Decrease in Loan Receivables | 14,049 | - | 12,822 | |||
Increase in Deposits | (5,784) | - | (5,871) | |||
Increase in Inventory - resalable goods | (658) | - | (1,897) | |||
Increase in Amount due from director | (12,339) | - | (19,443) | |||
(Decrease) / Increase in Accrued Expenses | (39,729) | 6,182 | (40) | |||
Increase in Other Payable | 50,254 | 8,516 | 82,741 | |||
Increase in Loan Payable | 3,300 | - | 6,793 | |||
Increase in Amount due to shareholder | 19,103 | - | 19,103 | |||
(Decrease)/Increase in Due to director | (17,375 | ) | 5,173 | 4,680 | ||
----------------------- | ----------------------- | ----------------------- | ||||
Net Cash Used in Operating Activities | (70,743) | (760) | (143,131) | |||
----------------------- | ----------------------- | ----------------------- | ||||
Cash Flows from Investing Activities: | ||||||
Disposal of subsidiary, net of cash | 39,742 | - | 115,392 | |||
Purchase of property and equipment | (2,236) | - | (12,511) | |||
Net Cash Provided by Investing Activities | ----------------------- | ----------------------- | ----------------------- | |||
37,506, | - | 102,881 | ||||
Cash Flows from Financing Activities: | ||||||
Proceeds from Sale of Common Stock | - | - | 44,160 | |||
----------------------- | ----------------------- | ----------------------- | ||||
Net Cash Provided by Financing Activities | - | 44,160 | ||||
----------------------- | ----------------------- | ----------------------- | ||||
(Decrease)/Increase in Cash | (33,237) | (760) | 3,910- | |||
Effect of exchange rate changes on cash and cash equivalent | (2,990) | - | (3,910) | |||
Cash - Beginning of Period | 36,227 | 8,517 | - | |||
----------------------- | ----------------------- | ----------------------- | ||||
Cash - End of Period | - | 7,757 | - | |||
============= | ============= | ============= | ||||
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
FOR THE NINE MONTHS ENDED JUNE 30, 2010 AND 2009 AND FROM MARCH 26, 2007 (INCEPTION) TO JUNE 30, 2010 |
(UNAUDITED) |
(Stated in US Dollars) |
Supplemental Disclosures of Cash Flow Information: | ||||||
Interest Paid |
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============= | ============= | ============= | ||||
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 NINE MONTHS ENDED JUNE 30, 2010 AND 2009 |
(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 NINE MONTHS ENDED JUNE 30, 2010 AND 2009 |
(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 NINE MONTHS ENDED JUNE 30, 2010 AND 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
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Furniture, fixture and equipment | 3-5 years |
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE NINE MONTHS ENDED JUNE 30, 2010 AND 2009 |
(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 NINE MONTHS ENDED JUNE 30, 2010 AND 2009 |
(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 NINE MONTHS ENDED JUNE 30, 2010 AND 2009 |
(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 NINE MONTHS ENDED JUNE 30, 2010 AND 2009 |
(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 NINE MONTHS ENDED JUNE 30, 2010 AND 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
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In October 2009, the FASB issued FASB issued ASU No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging Issues Task Force)." ("ASC Update No. 2009-13). This updates set forth the guidance on the existing multiple-element arrangement currently in FASB Topic 605-25 (Revenue Recognition - Multiple-Element Arrangements). This new guidance eliminates the requirement that all undelivered elements have objective evidence of fair value before a company can recognize the portion of the overall arrangement fee that is attributable to the items that have already been delivered. Further, companies will be required to allocate revenue in arrangements involving multiple deliverables based on the estimated selling price of each deliverable, even though such deliverables are not sold separately by either company itself or other vendors. This new guidance also significantly expands the disclosures required for multiple-element revenue arrangements. The revised guidance will be effective for the first annual period beginning on or after June 15, 2010. The Company does not expect that the implementation of ASU No. 2009-13 will have a material effect on its financial statements.. |
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE NINE MONTHS ENDED JUNE 30, 2010 AND 2009 |
(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 NINE MONTHS ENDED JUNE 30, 2010 AND 2009 |
(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 NINE MONTHS ENDED JUNE 30, 2010 AND 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
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Deposits are summarized as follows: | ||||
As of June 30, 2010 | As of September 30, 2009 | |||
----------------------- | ----------------------- | |||
US$ | US$ | |||
Rental deposits | - | 284 | ||
Deposit for IPTV | - | 124,517 | ||
----------------------- | ----------------------- | |||
- | 124,801 | |||
============== | ============== |
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE NINE MONTHS ENDED JUNE 30, 2010 AND 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
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| As of September 30, 2009 | |||
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Cost and Acquisition during period/year | US$ | US$ | ||
Computers | - | 13,403 | ||
Furniture, fixture and equipment | - | 1,434 | ||
----------------------- | ----------------------- | |||
- | 14,837 | |||
Additional | 1,434 | |||
Accumulated depreciation | - | (2,877) | ||
----------------------- | ----------------------- | |||
- | 11,960 | |||
============== | ============== |
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE NINE MONTHS ENDED JUNE 30, 2010 AND 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
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$ | |||
United States federal income tax rate | 15% | ||
Valuation allowance-US federal income tax | (15%) | ||
-------------------- | |||
Provision for income tax | - | ||
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Hong Kong statutory rate | 16.5% | ||
Valuation allowance - Hong Kong Rate | (16.5%) | ||
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Provision for income tax | - | ||
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China statutory rate | 25% | ||
Valuation allowance - China Rate | (25%) | ||
-------------------- | |||
Provision for income tax | - | ||
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Australia statutory rate | 30% | ||
Valuation allowance - Australia Rate | (30%) | ||
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Provision for income tax | - | ||
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE NINE MONTHS ENDED JUNE 30, 2010 AND 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
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| Disposal of Lead Concept Ltd at June 20, 2010 | Period ended October 1, 2009 to June 30, 2010 | ||||||
US$ | US$ | US$ | ||||||
Net assets disposed of: | ||||||||
Cash | 10,086 | 172 | 10,258 | |||||
Accounts and other receivables | 1,556 | 859 | 2,415 | |||||
Due from directors, net | 19,257 | - | 19,257 | |||||
Prepayments and depsoits | 130,585 | - | 130,585 | |||||
Inventory | 1,964 | 279 | 2,243 | |||||
Property and Equipments | 12,081 | - | 12,081 | |||||
Goodwill | 13,902 | - | 13,902 | |||||
Other payables and accruals | (195,687) | (34,652) | (230,339) | |||||
Loan payables | (40,114) | - | (40,114) | |||||
Due to related parties | (16,033) | 7,770 | (8,263) | |||||
Due to directors, net | - | (674) | (674) | |||||
Minority interests | 16,546 | - | 16,546 | |||||
Translation different | 2,882 | 1,028 | 3,910 | |||||
---------------------- | -------------------- | ------------------- | ||||||
Net liabilities disposed | (42,975) | (25,218) | (68,193) | |||||
Consideration - cash | 50,000 | - | 50,000 | |||||
---------------------- | -------------------- | ------------------- | ||||||
Gain on disposal of subsidiaries | (92,975) | (25,218) | (118,193) | |||||
============= | =========== | =========== | ||||||
Net cash from disposal of subsidaries: | ||||||||
Cash outflow in subsidaries disposed: | (10,086) | (172) | (10,258) | |||||
Consideration - cash | 50,000 | - | 50,000 | |||||
---------------------- | -------------------- | ------------------- | ||||||
39,914 | (172) | 39,742 | ||||||
============= | =========== | =========== |
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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Forward-Looking Statements |
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Critical Accounting Policy and Estimates |
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Overview |
General |
CDVC was incorporated in the United States on March 26, 2007 and has commenced revenue-generating operations. The Company was initially formed with a focus on the telecommunications sector providing web-based telecom services in China. |
In May 2009, CDVC entered a sale and purchase agreement to acquire approximately the then 79.1% interests in China Integrated Media Corporation Limited ("CIMC"), a public company in Australia. In February 2010, the Company decided to divest from its investment in CIMC due to its inability to raise the capital necessary to pursue this investment on a timely manner and concerns on its internal liquidity. On April 30, 2010 the Company disposed this investment for US$50,000 which realized an income of US$10,000 for the Company. The proceeds from the disposal was used to pay the debts in the Company. On June 20, 2010, the Company disposed of its subsidiary company, Lead Concept Limited, which operated its web based VOIP business as the Company was no longer competitive in this market segment. After the disposal, the Company had no operations. On July 23, 2010 the Company was notified that the controlling shareholder had disposed of its controlling shares to Canton Investments Limited resulting in a change of control. On the same date, Mr. Bing HE resigned as directors of the Company and Mr. Robert Price was appointed to the Board. The new board of Directors will seek to develop a new business plan for the Company. The Company's correspondence address in Hong Kong is Unit 603, 6/F., Malaysia Building, 50 Gloucester Road, Wanchai, Hong Kong. The telephone number of our principal executive office in the USA is 1 360 215 1755 and the email contact is at ir@cdvv.net. |
Overview Telecom Market |
The world ' s largest mobile telecommunications market China has more mobile subscribers than the entire United States population; the market boosts more than 500 million subscribers and is growing by 5 million per month. Since the first half of 2007, China' s communications industry has maintained stable and sound development. In the past few years, the Chinese government has established polices in the spirit of accomplishing the goal of becoming a prominent player in the global telecom industry. The Chinese market has maintained rapid growth in the first half of 2007. The total business volume of the telecom industry in 2007 was about USD101 billion (RMB748 billion), growing at 26.1%. In the first half of 2007, the number of new phone users was 45.4 million and the total number of users was 874 million. However, the number of fixed phone users declined gradually month-by-month where as the number of new mobile phone users increased. In the first half of 2007, the number of new fixed line phone users is 4.8 million, which makes the total number of fixed phone users at 372 million consisting of about 254 million urban users and 118 million rural area users. Mobile phone users increased by 40.5 million in the first half of 2007, making the total number of mobile users at 501 million. |
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Telecom Services |
CDVC intended to be an emerging provider of advanced communications services utilizing the Voice Over Internet Protocol (VOIP) technology. Internet protocol telephony is the real time transmission of voice communications in the form of digitalized packets of information over the Internet or a private network, similar to the way in which e-mail and other data is transmitted. VoIP services are expected to allow consumers and businesses to communicate in the future at dramatically reduced costs compared to traditional telephony networks. |
During the period under review, the Company had suspended the business of VOIP numbers and services to its customers in China and Hong Kong owing to business and regulatory review. The Company was focusing on selling China national access number "400" with limited success. Due to the competitive pricing in the market place, the Company was no longer operating competitively and this operation was disposed in June 2010. |
IPTV Business |
The Company was not able to in the near future to raise the funds timely to fulfill the investment obligations of this project. As a result the Company divested its investment and disposed of the subsidiary, China Integrated Media Corporation Limited on April 30, 2010. |
General |
Going forward as CDVC is developing its business, it will likely incur losses. Management plans on funding these losses by revenues generated through proposed new businesses or from borrowings or from the sale of its common stock. If CDVC is unable to satisfy its capital requirements through its revenue or if the Company is unable to raise additional capital through the sale of its common stock, it may have to borrow funds in order to sustain its business. There can be no assurance or guarantee given that CDVC will be able to borrow funds because it is a new business and the future success of the Company is highly speculative. |
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Results of Operations |
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The Company has realized revenue of $5,829 for the three months period ended June 30, 2009. The Company incurred a cost of revenue of $2,800, achieving a gross profit of $3,029 for the three months period ended June 30, 2009. We hope to generate additional revenue when we receive more contracts or develop other projects. The Company has realized revenue of $1,127 for the nine months period ended June 30, 2010. The Company incurred a cost of revenue of $320, achieving a gross profit of $807 for the nine months period ended June 30, 2010. We hope to generate additional revenue when we receive more contracts or develop other projects. The Company has realized revenue of $17,893 for the nine months period ended June 30, 2009. The Company incurred a cost of revenue of $8,532, achieving a gross profit of $9,361 for the nine months period ended June 30, 2009. 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 June 30, 2010, the Company realized revenue of $31,912, incurred a cost of revenue of $15,731 and achieved a gross profit of $16,181. |
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For the three months period ended June 30, 2009, our gross profit was $3,029 and our total operating expenses were $10,475, all of which were selling, general and administrative expenses. We also had $28 in interest expenses. Our net loss to our shareholders for the three months period ended June 30, 2009 was $7,474. For the nine months period ended June 30, 2010, our gross profit was $807 and our total operating expenses were $84,959, all of which were selling, general and administrative expenses. We also had $118,193 in gain on disposal of subsidiary, $1,028 in exchange gain, $141 in interest income and $1,319 in interest expenses, and loss attributable to minority interest of $14,455. Our net profit to our shareholders for the nine months period ended June 30, 2010 was $48,346. For the nine months period ended June 30, 2009, our gross profit was $9,361 and our total operating expenses were $27,213, all of which were selling, general and administrative expenses. We also had $82 in interest expenses. Our net loss to our shareholders for the nine months period ended June 30, 2009 was $17,934. For the period from March 26, 2007 (date of inception) to June 30, 2010, the accumulated gross profit was $16,181, the total operating expenses was $262,521 which was all selling, general and administrative expenses and had $118,193 in gain on disposal of subsidiary, $1,028 in exchange gain, $2,170 in interest expenses, $1,196 in interest income and loss attributable to minority interest of $24,430 and resulting in an accumulated net loss to our shareholders of $103,663. |
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Liquidity and Capital Resources |
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We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. 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 for our operations will have a severe negative impact on our ability to remain a viable company. |
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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 4. Controls and Procedures. |
Evaluation of Controls and Procedures: |
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Evaluation of Disclosure Controls and Procedures: |
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Changes in Internal Controls over Financial Reporting: |
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PART II. OTHER INFORMATION |
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On August 12, 2010, Mr. Con Unerkov resigned as Director and all other positions, if any, in the Company after the issuance of this report. |
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| Description |
3.1 | Articles of Incorporation (1) |
3.2 | Bylaws (1) |
31.1 | Rule 13a-14(a)/15d14(a) Certification of CEO (Attached Hereto) |
32.1 | Section 1350 Certifications (Attached Hereto) |
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SIGNATURES |
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Name: | Robert M. Price | |
Title: | President, Treasurer, Secretary, and Director | |
(Principal Executive, Financial and Accounting Officer) |
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EXHIBIT 31.1 |
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EXHIBIT 32.1 CERTIFICATION PURSUANT TO |
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