SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
______________________
AMENDMENT NO.2 TO
FORM SB-2/A
Registration Statement
under the Securities Act of 1933
______________________
CHINA DIGITAL VENTURES CORPORATION
(Exact Name of Issuer as Specified in Its Charter)
Nevada | 4813 | ------ |
State of Incorporation | Primary Standard Industrial | I.R.S. Employer Identification No. |
RM 1001, 10 Building, Yumin Village
Heping Road, Luohu District
Shenzhen, China
+86 755 6157 8170
(Address and Telephone Number of Issuer's Principal Executive Offices)
Mr. Bing HE
c/o Asiarim Associates Limited
26 Floor, 88 Lockhart Road
Wanchai, Hong Kong
Tel: +852 31711209 ext 321 Fax: +852 2149 7094
(Name, Address, and Telephone Number of Agent for Service)
Copies of all communications to:
Mr. Bing HE
c/o Asiarim Associates Limited
26 Floor, 88 Lockhart Road
Wanchai, Hong Kong
Phone: +86 755 6157 8170, Fax: +86 755 6157 8171
Approximate date of proposed sale to the public: As soon as practical after the effective date of this Registration Statement. If the securities being registered herein will be sold by the security shareholders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933 please check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] |
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If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the Registration statement is expected to be made pursuant to Rule 434, please check the box. [ ] |
CALCULATION OF REGISTRATION FEE
Title of Shares to be Registered | Amount | Proposed | Propose | Amount of |
Common Stock | 3,500,000 | $ 0.02 | $ 70,000 | $2.149 |
Common Stock by Selling Security Shareholders[2] | 380,000 | $0.02 | $7,600[3] | $0.233 |
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TOTAL REGISTRATION FEE | $2.382 | |||
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[1] | The offering price has been arbitrarily determined by China Digital Ventures Corporation ("CDVC") and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that the shares may be sold at this, or at any price. |
[2] | The portion of the shares which are being offered by the selling shareholders has been calculated based upon Rule 457(c) under the Securities Act. |
[3] | CDVC will not receive any of the proceeds from the sale of common stock by selling security shareholders. |
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE. |
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. |
PROSPECTUS
CHINA DIGITAL VENTURES CORPORATION
SHARES OF COMMON STOCK
NO MINIMUM TO 3,500,000 MAXIMUM BEING SOLD BY US TO THE PUBLIC
AND
CHINA DIGITAL VENTURES CORPORATION
SHARES OF COMMON STOCK
380,000 SHARES OF COMMON STOCK BEING SOLD BY SELLING
SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. Our common stock is presently not traded on any market or securities exchange. CDVC is registering up to 3,500,000 shares of common stock at an offering price of $0.02. The maximum amount to be raised is $70,000. There will be no underwriter or broker/dealer involved in the transaction and there will be no commissions paid to any individuals from the proceeds of this sale. The shares are being offered by CDVC through its sole officer and director. There will be no minimum amount of shares sold and CDVC will not create an escrow account into which the proceeds from any shares will be placed. The proceeds from all shares sold by CDVC will be placed into the corporate account and such funds shall be non-refundable to subscribers except as may be required by applicable law. CDVC will pay all expenses incurred in this offering. The offering by the CDVC will be for a maximum period of 90 days from ___________________ and may be extended for an additional 90 days if the Company so chooses to do so. Concurrently with CDVC's registration and offering of 380,000 common shares, certain existing shareholders of the Company are selling 380,000 shares at an offering price of $0.02 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. CDVC does not receive any proceeds from the sale of any of the shares held by the selling shareholders. We determined this offering price based upon the price of the last sale of our common stock to investors. The securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
INVESTING IN THE COMPANY'S COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING AT PAGE 8. PLEASE READ THIS PROSPECTUS CAREFULLY. |
The date of this prospectus is ___________________.
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Dealer Prospectus Delivery Obligation |
Until ______, 2008, (90 days after the effective date of this prospectus) all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. |
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The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus. |
TABLE OF CONTENTS
Summary | 6 |
The Offering | 7 |
Summary of Financial Information | 8 |
Risk Factors | 8 |
Forward-Looking Statements | 18 |
Available Information | 19 |
Use of Proceeds | 19 |
Determination of Offering Price | 20 |
Selling Security Holders | 21 |
Plan of Distribution | 24 |
Legal Proceedings | 26 |
Directors, Officers, Promoters, and Control Persons | 27 |
Security Ownership of Certain Beneficial Owners and Management | 28 |
Description of Securities | 28 |
Interests of Named Experts and Counsel | 30 |
Disclosure of Commission Position on Indemnification for Security Act Liabilities | 31 |
Description of Business | 32 |
Management Discussion and Analysis or Plan of Operation | 41 |
Description of Property | 44 |
Certain Relationships and Related Transactions | 45 |
Market for Common Equity and Related Stockholder Matters | 45 |
Executive Compensation | 46 |
Changes in or Disagreements with Accountants Disclosure | 46 |
Financial Statements | F1 -F15 |
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PART I -INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS SUMMARY
CHINA DIGITAL VENTURES CORPORATION
This summary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including our financial statements and related notes, and especially the risks described under "Risk Factors" beginning on page 8. |
Corporate Background
China Digital Ventures Corporation ("CDVC") was organized on March 26, 2007. CDVC has not generated any significant revenue to date and is a development stage corporation. CDVC is in the beginning stages of developing an Internet e-commerce website that will provide an e-commerce platform for selling telecom services to individuals and businesses in Asia initially, and then globally. CDVC will not invest in any of the telecom equipment for the services until it has the financial resources, but rather will contract and attempt to contract with established operators and infrastructure owners, and sell the services through CDVC's proposed website. Currently CDVC has one contract with a telecom service provider in Hong Kong that can provide direct dial services in Hong Kong. CDVC's principal office is located at Room 1001, 10 Building, Yumin Village, Heping Road, Luohu District, Shenzhen, China, Phone - +86 755 6157 8170. As of September 30, 2007 CDVC had raised $40,000 through the sale of common stock and has $5,001 of cash on hand. CDVC has liabilities of $3,800 for expenses accrued during the start-up of the corporation and operations to September 30, 2007. In addition, CDVC anticipates the total costs associated with this offering will be approximately $30,000. As of the date of this prospectus we have not yet generated or realized any significant revenues from our business operations. Specifically, CDVC has generated modest revenue by signing up 2 customers to our telecom services in Hong Kong gross sales of $800. Please read the entire prospectus including the financial statements contained herein for more details regarding CDVC's financial condition. |
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The Offering
Securities being Offered by the Company and Selling Shareholders, | Up to 3,880,000 shares of common stock. 380,000 common shares being offered by Selling Shareholders. 3,500,000 shares of common stock being offered by CDVC. | |
Offering Price Per Share by CDVC and Selling Shareholders | $0.02 per share for the duration of the offering. | |
Number of Shares Outstanding Before the Offering of Common Shares | 13,000,000 common shares are currently issued and outstanding. 380,000 of the outstanding shares are to be sold under this Prospectus by existing security shareholders. | |
Number of Shares Outstanding After the Offering | 16,500,000 common shares (if maximum is sold). | |
Minimum Number of Shares to be Sold in this Offering | None | |
Use of Proceeds | CDVC will not receive any proceeds from the sale of the common stock by the Selling Shareholders. If all 3,500,000 common shares being offered by CDVC are sold the total gross proceeds to CDVC would be $70,000. The intended use of the proceeds from CDVC's offering will be allocated towards developing it's website expenditures estimated at $20,000 and the remaining amount raised will be used for marketing, administration and corporate. The total expenses associated with this offering; including the preparation of this registration statement has been estimated at $30,000. The Company may not be able to raise any funds from the self-underwritten shares if the market price quoted on the OTCBB is below $0.02 per share as the Company could only sell at $0.02 per share. However, the Selling Shareholders may sell at the then prevailing market price of below $0.02 per share. Refer to "Risk Factors" beginning on Page 8. | |
Offering Period | The shares are being offered for a period not to exceed 90 days from the date this Prospectus is effective with the Securities and Exchange Commission, unless extended by the Company for an additional 90 days. | |
Terms of the Offering | The Selling Shareholders will determine when and how they will sell the common stock offered in this prospectus. |
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SUMMARY OF FINANCIAL INFORMATION |
The following summary financial information for the periods stated summarizes certain information from our financial statements included elsewhere in this prospectus. You should read this information in conjunction with Management's Plan of Operations and the financial statements and the related notes thereto included in this prospectus. |
Income Statement | For the period from March 26, 2007 (Inception) | ||||
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Revenues | $ | 800 | |||
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Net Income (Loss) | $ | (38,799 | ) | ||
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Net Income (Loss) per Share | $ | (0.00 | ) | ||
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Balance Sheet | As of September 30, 2007 | ||||
Total Assets | 5,001 | ||||
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Total Liabilities | $ | 3,800 | |||
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RISK FACTORS |
China Digital Ventures Corporation considers the following to be material risks to an investor in relationship to the purchase of its common shares through this Offering. China Digital Ventures Corporation should be viewed as a high-risk investment and speculative in nature. An investment in CDVC's common stock may result in a complete loss in the amount invested. |
THERE IS SUBSTANTIAL DOUBT ABOUT CDVC'S ABILITY TO CONTINUE AS A GOING CONCERN |
Our auditor's report on our 2007 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing concern. Because our officer and director may be unable or unwilling to loan or advance any additional capital to CDVC, therefore, you may be investing in a company that will not have the funds necessary to continue its operations. See "September 30, 2007 Audited Financial Statements." |
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CDVC'S WEBSITE IS NOT YET DEVELOPED, THERFORE, THERE IS NO ASSURANCE THAT CDVC'S ANTICIPATED BUSINESS WILL EVER GENERATE REVENUE |
CDVC faces multiple risks associated with the development of a new and speculative business. The Company is a development stage business with limited service offerings and has limited assets totaling $ 5,001 as of September 30, 2007. In addition, CDVC will be subject to numerous risks, expenses, and difficulties typically encountered in the development of new business. There is no assurance that CDVC's anticipated business will ever be successful or profitable. |
CDVC'S OPERATING RESULTS IN ONE OR MORE FUTURE PERIODS WILL LIKELY FLUCTUATE SIGNIFICANTLY |
If, and when, CDVC begins operations, CDVC expects significant fluctuations in future results of operation due to a variety of factors, many of which are outside of our control, including, but not limited to: | ||
* | Demand for and market acceptance of web based telecommunications products; | |
* | CDVC's ability to expand its market share; | |
* | Competitive factors that affect CDVC's pricing structure; | |
* | The variety and mix of telecom products CDVC sells; | |
* | The timing and magnitude of capital expenditures, including costs relating to the start-up, marketing, and continued expansion of operations; | |
* | Conditions specific to the telecom industry; | |
* | Changes in generally accepted accounting policies, especially those related to the Internet sales; and | |
* | New government regulation or legislation. |
CDVC IS A START-UP COMPANY WITH LIMITED FUNDS; THEREFORE IT MAY NOT BE CAPABLE OF DEVELOPING ITS PROPOSED BUSINESS INTO A REVENUE GENERATING OPERATION |
CDVC's ability to develop the business into a revenue generating operation will depend on a number of factors, which include the ability to: | ||
* | Provide telecom services that are reliable, and cost effective; | |
* | Effectively market the telecom services; | |
* | Establish relationships with manufactures and distributors within telecom industry that will allow CDVC to sell products at a profit; and | |
* | Hire and retain qualified personnel and effectively respond to competition. | |
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If CDVC is not successful in meeting these challenges and addressing the risks and uncertainties associated with operating a business with limited funds, CDVC would fail and any investment made in the common stock would significantly decline in value or be completely lost. |
CDVC CURRENTLY HAS NO MAJOR CUSTOMERS; IF THE COMPANY IS UNABLE TO GAIN CUSTOMERS OR DEVELOP A MARKET ACCEPTANCE IN A RELATIVELY SHORT PERIOD OF TIME THE COMPANY WILL FAIL |
Selling telecom services "on-line" is a relatively new and emerging market; there can be no assurance that customers will adopt CDVC's proposed business of selling these products through the Internet medium. Accordingly, CDVC cannot accurately estimate the potential demand for the products CDVC anticipates selling. CDVC believes that the acceptance of telecom services will depend on its ability to: |
* | Effectively market CDVC's proposed website and provide competitive pricing of telecom service that it anticipates selling; | |
* | Provide high quality customer support and be able to attract and retain customers; and | |
* | Have the financial ability to withstand downturns in the general economic conditions or conditions that would slow sales of telecom services. | |
IF CDVC'S PLAN TO SELL TELECOM SERVICES TO CUSTOMERS THROUGH THE INTERNET IS NOT SUCCESSFUL, CDVC WOULD NOT BE ABLE TO GENERATE REVENUE, AND AS A RESULT INVESTORS WOULD LOSE THEIR ENTIRE INVESTMENT |
CDVC plans to sell telecom services directly consumers through its proposed Internet website. The ability to achieve revenue growth in the future will depend on the ability to develop and maintain an effective website that will attract customers, the ability to hire qualified sales and technical personnel, and offer new telecom services and products. In addition, CDVC is dependent on several factors relating to the Internet as a whole, including the relatively new and unproven nature the Internet as a medium is for commerce. Although sales over the Internet have continued to develop and grow over the past few years the Internet is a developing market and long-term acceptance of the Internet as a sales medium has not been statistically proven. Only recently have a few select companies shown a reasonable profit through Internet business sales and commerce; there can be no assurance that a trend towards profitability will be achieved or be sustained by CDVC, of which would result in complete loss in its common share value. |
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CUSTOMER'S ORDERS MAY SUBSTANTIALLY VARY IN SIZE, MAKING IT DIFFICULT TO FORECAST QUARTERLY RESULTS AND CREATE FLUCTUATIONS IN FUTURE CASH FLOWS |
CDVC's anticipated pricing structure for its proposed internet site will likely range from a few dollars to several hundred dollars. If customer orders are limited to lower volume services, or on average to lower priced service offerings, CDVC may show losses during these times and may not be able to recoup the losses with future revenue. Due to these factors CDVC's quarter-to-quarter comparisons of future operating results will not be a good indication of future performance. |
IN THE FUTURE CDVC WILL BE REQUIRED TO INCREASE ITS OPERATING EXPENSES IN ORDER TO GROW; ANY INCREASE OF EXPENSES MAY NOT BE OFFSET WITH REVENUE, WHICH WILL RESULT IN SIGNIFICANT LOSSES |
CDVC plans to increase operating expenses in order to bring about and support higher sales of telecom services, which will result in losses that CDVC may not be able to offset with revenues. Specifically, CDVC plans to increase operating expenses to expand sales and marketing operations. If revenue falls below our expectations in any quarter and CDVC is not able to quickly reduce spending in response, CDVC's operations will be adversely affected and may result in significant losses. |
CDVC WILL NEED ADDITIONAL CAPITAL, CURRENTLY ESTIMATED AT $17,500 TO $70,000, TO EXPAND ITS PROPOSED BUSINESS AND REMAIN AS A GOING CONCERN, WITHOUT WHICH, THE COMPANY WOULD FAIL |
As of September 30, 2007 the Company had $5,001 of cash on hand and available. CDVC anticipates expenses of approximately $20,000 relating to this offering. The remaining proceeds after the expenses relating to this offering have been estimated at approximately $50,000. This estimated capital will be expended on continuing the development of the website (estimated at $4,500) and administrative/miscellaneous expenses ($10,000). The future expansion of the business, beyond the initial development stages, as described above will require significant capital to fund anticipated operating losses, working capital needs, marketing, and capital expenditures, estimated at $70,000. (See "Use of Proceeds" herein.) Although, management believes during the next twelve months, CDVC will be able to meet its cash requirements after successfully raising the full proceeds from this prospectus, there can be no assurance CDVC will be successful in raising future proceeds or that its proposed business will be able to generate a level of revenue that can sustain the growth and expansion of the business. Any shortfall of capital, whether an inability to raise funds or generate revenue, would adversely impact the progress and development of the business. Future equity or debt financing may not be available to CDVC on favorable terms, or perhaps may not be available at all. Borrowing instruments such as credit facilities and lease agreements will likely have restrictions on lending money to a start-up company with little or no assets, such as CDVC. CDVC's inability to obtain additional capital on satisfactory terms may delay or prevent the expansion of our business, which would cause the business and prospects to suffer. |
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CDVC WILL ENCOUNTER INTENSE COMPETITION, WHICH COULD LEAD TO GREATER EXPENSES IN ESTABLISHING A POSITION WITHIN THE MARKETPLACE; IF THE COMPANY IS UNABLE TO MEET THE DEMAND OF THESE EXPENSES THE BUSINESS WOULD FAIL |
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* | The established competition will have significantly more financial resources, R&D facilities, and marketing experience than those of CDVC. The competition may create future developments that will render the Company's proposed business plan obsolete; |
* | CDVC also expects to face competition from new entrants into its targeted industry segment. The Company anticipates that demand for telecom services will continue to grow. As this occurs, CDVC expects competition to become more intense and there can be no guarantee the Company will be able to remain competitive with new entries into the market; |
* | CDVC will likely need to obtain and maintain certain technical, trademark, and patent advantages over its competitors. Maintaining such advantages will require a continued high level of investment by the CDVC in marketing, sales, and customer support; |
* | There can be no assurance that CDVC will have sufficient resources to maintain its marketing, sales, and customer support efforts on a competitive basis, or that the Company will be able to make the technological advances necessary to maintain a competitive advantage with respect to its service offerings; and |
* | Increased competition could result in price reductions, fewer product orders, and reduced operating margins, any of which could materially and adversely affect the Company's business. |
CDVC IS DEPENDENT ON KEY PERSONNEL AND ANY TURNOVER COULD SERIOUSLY IMPEDE THE SUCCESS OF THE BUSINESS |
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THE OFFICER AND DIRECTOR, BING HE, IS EMPLOYED ELSEWHERE; THIS MAY CREATE A TIME CONFLICT OF INTEREST BETWEEN HIS CURRENT PRIORITIES AND CHINA DIGITAL VENTURE CORPORATION, WHICH COULD JEOPARDIZE FUTURE OPERATIONS |
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INVESTORS WILL PAY MORE FOR CDVC'S COMMON STOCK THAN THE PRO RATA PORTION OF THE COMPANY'S ASSETS ARE WORTH; AS A RESULT INVESTING IN THE COMMON STOCK MAY RESULT IN AN IMMEDIATE LOSS TO SHAREHOLDERS |
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RISKS RELATED TO DOING BUSINESS IN CHINA |
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The PRC government has broad discretion in dealing with violations of laws and regulations, including levying fines, revoking business and other licenses and requiring actions necessary for compliance. In particular, licenses and permits issued or granted to us by relevant governmental bodies may be revoked at a later time by higher regulatory bodies. We cannot predict the effect of the interpretation of existing or new PRC laws or regulations on our businesses. We cannot assure you that our current operating structure would not be found in violation of any current or future PRC laws or regulations. As a result, we may be subject to sanctions, including fines, and could be required to restructure our operations or cease to provide certain services. Any of these or similar actions could significantly disrupt our business operations or restrict us from conducting a substantial portion of our business operations, which could materially and adversely affect our business, financial condition and results of operations. |
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As our telecom business offered through the internet expands, we expect an increasing portion of our business operations would likely be conducted in China. Accordingly, our results of operations, financial condition and prospects are subject to a significant degree to economic, political and legal developments in China. China's economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While China's economy has experienced significant growth in the past 20 years, growth has been uneven across different regions and among various economic sectors of China. The PRC government has implemented various measures to encourage economic development and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by governmental control over capital investments or changes in tax regulations that are applicable to us. Since early 2004, the PRC government has implemented certain measures to control the pace of economic growth. Such measures may cause a decrease in the level of economic activity in China, which in turn could adversely affect our results of operations and financial condition. |
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We will conduct a substantial and increasing portion our business through newly incorporated subsidiaries and affiliated entities based in China. Our operations in China are governed by PRC laws and regulations. These new subsidiaries are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to wholly foreign-owned enterprises. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedent value. |
Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system and recently-enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited published decisions and their non-binding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the PRC legal system is based in part on governmental policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. |
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Governmental control of currency conversion may affect the value of your investment. |
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We face risks related to health epidemics and other outbreaks. |
Our business could be adversely affected by the effects of SARS, Avian Flu or another epidemic or outbreak. China reported a number of cases of SARS in April 2004. Any prolonged recurrence of SARS or other adverse public health developments in China may have a material adverse effect on our business operations. For instance, health or other governmental regulations adopted in response may require temporary closure of Internet cafes, which is one of the avenues where users could access our websites, or of our offices. Such closures would severely disrupt our business operations and adversely affect our results of operations. We have not adopted any written preventive measures or contingency plans to combat any future outbreak of SARS or any other epidemic. |
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FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" on pages 8 to 17, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. |
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. |
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AVAILABLE INFORMATION
CDVC filed a registration statement on Form SB-2 with the Securities and Exchange Commission, under the Securities Act of 1933, covering the securities in this offering. As permitted by rules and regulations of the Commission, this prospectus does not contain all of the information in the registration statement. For further information regarding both China Digital Ventures Corporation and the securities in this offering, CDVC refers you to the registration statement, including all exhibits and schedules, which may be inspected without charge at the public reference facilities of the Commission's Washington, D.C. office, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies may be obtained upon request and payment of prescribed fees. As of the effective date of this prospectus, CDVC has become subject to the information requirements of the Securities Exchange Act of 1934. Accordingly, CDVC will be required to file reports and other information with the Commission. These materials will be available for inspection and copying at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of the material may be obtained from the public reference section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains an Internet Website located at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file reports electronically with the Commission. Copies of our Annual, Quarterly and other Reports filed with the Commission, starting with the Quarterly Report for the first quarter ended after the date of this prospectus (due 45 days after the end of the quarter) will also be available upon request, without charge, by writing to China Digital Ventures Corporation, Room 1001, 10 Building, Yumin Village, Heping Road, Luohu District, Shenzhen, China. |
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis - no minimum of shares must be sold in order for the offering to proceed. The offering price per share is $0.02. The following table below sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100% of the securities offered for sale in this offering by the Company. We will not receive any proceeds from the sale of the common stock offered through this prospectus by the Selling Shareholders. |
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If 25% of Shares are Sold | If 50% of Shares are Sold | If 75% of Shares are Sold | If 100% of Shares are Sold | ||||||||||
Gross Proceeds from this Offering | $ | 17,500 | $ | 35,000 | $ | 52,500 | $ | 70,000 | |||||
Less: Offering Expenses | |||||||||||||
-Legal and Accounting | 8,500 | 8,500 | 8,500 | 8,500 | |||||||||
-SEC Filing Fees | 1,000 | 1,000 | 1,000 | 1,000 | |||||||||
-Postage/Printing | 1,500 | 1,500 | 1,500 | 1,500 | |||||||||
Total | $ | 11,000 | $ | 11,000 | $ | 11,000 | $ | 11,000 | |||||
Less: Business Development | |||||||||||||
-Web Development | 3,000 | 10,000 | 20,000 | 20,000 | |||||||||
-Marketing | - | 9,000 | 14,000 | 29,000 | |||||||||
Total | $ | 3,000 | $ | 19,000 | $ | 34,000 | $ | 49,000 | |||||
Less: Admin. Expenses | |||||||||||||
-Corp. State Fees | 500 | 500 | 500 | 500 | |||||||||
-Transfer Agent | 2,000 | 2,000 | 2,000 | 2,000 | |||||||||
-Telephone/Printing/Mail/Office | 1,000 | 2,500 | 5,000 | 7,500 | |||||||||
Total | $ | 3,500 | $ | 5,000 | $ | 7,500 | $ | 10,000 | |||||
Totals | $ | 17,500 | $ | 35,000 | $ | 52,500 | $ | 70,000 | |||||
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Investors must be aware that the above figures represent only estimated costs.
DETERMINATION OF OFFERING PRICE
Currently, there is no established public market for our common shares. As a result, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by CDVC in order for us to raise up to a total of $70,000 in this offering. The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. Among the factors considered were: |
* | Our lack of operating history; | |
* | Proceeds to be raised by this offering; | |
* | The amount of capital to be contributed by purchasers in this Offering in proportion to the amount of stock to be retained by our existing Stockholders; and | |
* | Our cash requirements. |
In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price considered for the shares. |
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SELLING SECURITY HOLDERS
The following table sets forth information as of October 8, 2007 with respect to the beneficial ownership of our common stock both before and after the offering. The table includes all those who beneficially own any of our outstanding common stock AND are selling their shares in the concurrent offering. |
NOTE: Our sole office and director, Bing HE, as of the date of this Prospectus owns 8,700,000 common shares, which are subject to Rule 144 restrictions. |
Selling Shareholders will still be limited to selling the shares at $0.02 per share (set offering price per share pursuant to this prospectus) until the shares are quoted on the Over-The-Counter (OTC) Bulletin Board or an exchange. To date, there have been no steps taken to list CDVC's common stock on any public exchange for listing. |
The percentages determined in these calculations are based upon 13,000,000 of our common shares issued and outstanding as of the date of this Prospectus. The table set forth below shows the number of shares and percentage before and after the public offering. |
All of the shares registered herein will become tradable on the effective date of this registration statement. The following table sets forth the beneficial ownership of the shares held by each person who is a selling security holder and by all selling security holders as a group. |
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Name of Selling Security Holder | Address | Shares | Percentage | Total of | Total | Percentage |
HUNG, Kwok Ping | Hong Kong, PRC | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
LAM, Kit Han | Hong Kong, PRC | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
WONG, Wai Ling | Hong Kong, PRC | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
LAM, Hong Shing | Hong Kong, PRC | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
KAN, Shu Fu | Fujian, PRC | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
LIU, Sha | Hubei, PRC | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
XU, Wei | Guangdong, PRC | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
QU, Xu Hua | Hunan, PRC | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
ZHANG, Yong Hui | Guangdong, PRC | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
HO, Benny | Vancouver, Canada | 100,000 | 0.77% | 100,000 | 0 | 0.0% |
CHAN, Dennis | Hong Kong, PRC | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
LEE, Judy | Hong Kong, PRC | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
KWONG, Yat Leung | Vancouver, Canada | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
HO, Darren | Surrey, Canada | 100,000 | 0.77% | 100,000 | 0 | 0.0% |
KWONG, Kiu Tai | Vancouver, Canada | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
KWONG, Peter | Vancouver, Canada | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
LI, Hang | Vancouver, Canada | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
KWONG, Steve | Vancouver, Canada | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
INOUE, Yoko | Vancouver, Canada | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
LAM, Fung Chu Karen | Hong Kong, PRC | 10,000 | 0.08% | 10,000 | 0 | 0.0% |
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Selling Security Holders as a Group | 380,000 | 2.92% | 380,000 | 0 | 0.0% |
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The above 380,000 shares were acquired in April 2007 by non-U.S. citizens and these common shares were issued for total a consideration of $3,800, which was accounted for as a purchase of common stock. The shares offered for sale were not registered under the 1933 Act, and were offered and sold in reliance upon the exemptions specified in Regulation S promulgated pursuant thereto. |
Excluding the mentioned officer and director herein and Ms. Ning HE who is the sister of Mr. Bing He and Mr. Lit Wai SUN who was the incorporator and first director of the Company, to our knowledge, none of the Selling Shareholders: |
1. | Has had a material relationship with China Digital Ventures Corporation other than as a shareholder, as noted above at any time since inception, March 2007; or |
2. | Has ever been an officer or director of China Digital Ventures Corporation. |
The Selling Shareholders, as a group, are hereby registering 380,000 common shares, of which after the effective date of this registration statement, they may sell at any time. |
In the event the Selling Shareholders receive payment for the sale of their shares, CDVC will not receive any of the proceeds from such sales. CDVC is bearing all expenses in connection with the registration of the shares of the Selling Shareholders. |
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PLAN OF DISTRIBUTION
We are offering 3,500,000 shares on a self-underwritten basis. The offering price has been set at $0.02 per share for the duration of the offering. A group of Selling Shareholders is endeavoring to sell their shares of common stock at the same time and at the same price per share. Currently, the percentage of the total outstanding common stock being offered by the Selling Shareholders is approximately 2.92% based upon 13,000,000 of our common shares that are issued and outstanding as of the date of this Prospectus. CDVC will not receive the proceeds from the sale of the shares by the Selling Security holders. |
By Selling Shareholders |
Selling Shareholders will offer their shares at the designated price ($0.02) until their shares are quoted on the Over the Counter (OTC) Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. We intend to apply to the NASD to have the prices of our shares quoted on the Over the Counter (OTC) Bulletin Board electronic quotation service. To date no actions have been taken to apply to the NASD to have our shares listed on its Over the Counter (OTC) Bulletin Board quotation service. Our common stock is not currently listed on any national exchange or electronic quotation system. Once a market develops, we will file a post-effective amendment to revise the cover page and plan of distribution to indicate that our shares are quoted on the Over the Counter (OTC) Bulletin Board quotation service and thereafter sales may be made at prevailing market prices or a privately negotiated prices. The Selling Shareholders may use any one or more of the following methods when selling shares: |
1. | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
2. | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
3. | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
4. | an exchange distribution in accordance with the rules of the applicable exchange; |
5. | privately negotiated transactions; |
6. | a combination of any such methods of sale; and |
7. | any other method permitted pursuant to applicable law. |
Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Shareholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. |
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The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. |
We are required to pay all fees and expenses incident to the registration of the shares. |
By Company |
We will sell the shares only through Mr. Bing HE, our president and director. Mr. HE will receive no commission from the sale of any shares. He will not register as a broker/dealer under Section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker/dealer. The conditions are that: |
1. | The person is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; |
2. | The person is not compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; |
3. | The person is not at the time of their participation, an associated person of a broker/-dealer; and |
4. | The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the Issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) do not participate in selling and offering of securities for any Issuer more than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii). |
Mr. HE is not statutorily disqualified, is not being compensated, and is not associated with a broker/dealer. He is and will continue to be our president and a director at the end of the offering and has not been during the last twelve months and is currently not a broker/dealer or associated with a broker/dealer. Mr. HE has not during the last twelve months and will not in the next twelve months offer or sell securities for another corporation. Mr. HE is not selling any of his shares in this offering and has not sold any during the last twelve months. |
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Only after our prospectus is effective by the SEC, do we intend to advertise, through tombstones, and hold investment meetings in various states where the offering will be registered. We will not use the Internet to advertise our offering. We will also distribute the prospectus to potential investors at the meetings and to our friends and relatives who are interested in us and a possible investment in the offering. |
We confirm that we have not engaged and will not be engaging a finder in connection with this offering. |
Offering Period and Expiration Date |
This offering will start on the date of this prospectus and continue for a period of 90 days. We may extend the offering period for an additional 90 days, or unless the offering is completed. |
Procedures for Subscribing |
If you decide to subscribe for any shares in this offering, you must | ||
1. | Execute and deliver a subscription agreement; and | |
2. | Deliver a check or certified funds to us for acceptance or rejection. |
All checks or money orders for subscriptions must be made payable to "China Digital Ventures Corporation" |
Right to Reject Subscriptions |
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All moneys from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them. |
LEGAL PROCEEDINGS
CDVC is not a party to or aware of any threatened litigation of a material nature. |
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
The following table and subsequent discussion contains information concerning our directors and executive officers, their ages, term served and all of our officers and their positions, who will serve in the same capacity with CDVC upon completion of the offering. |
Name | Age | Term Served | Title |
Bing HE | 35 | Since inception | President, Director, Secretary, Treasurer and Chief Financial Officer |
Mr. HE may be deemed a "promoter" of CDVC as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933. |
There are no other persons nominated or chosen to become directors or executive officers, nor do we have any employees other than above mentioned officer and director. The By-laws of CDVC require no less than one member on the board of directors and no more than ten. |
CDVC is a development stage corporation, and is not a successor of any predecessor company or business. |
Officer and Director Background: |
Mr. Bing HE (or Bin HE): Mr. HE is the founder of China Digital Ventures Corporation and has acted as our President, Treasurer, Secretary and Director since March 27, 2007. He was appointed as Chief Financial Officer and Chief Executive Officer and Principal Accounting Officer on April 1, 2007. Bing HE has been working as the General Manager for a communication company in China for the past 5 years. During this time, he has been involved in all aspects of the operation including marketing, sales, technical and financial of the communication company. Mr. HE has a Bachelor of Engineering degree from Hubei TV and Radio University. |
Currently CDVC has no employees other than the current officer and director, Bing HE, which may create potential conflicts of interest. The Officer anticipates devoting, at a, minimum twelve to fifteen hours per month to the furtherance of CDVC over the next twelve months. However, there is no guarantee that we will be successful in developing the business as we are subject to the many risks described in this Registration Statement beginning on page 8. |
Our director holds office until the next annual meeting of shareholders and the election and qualification of their successors. The next such meeting is scheduled for March 2008. Directors receive no compensation for serving on the board of directors other than reimbursement of reasonable expenses incurred in attending meetings. Officers are appointed by the board of directors and serve at the discretion of the board. |
We have not entered into any employment agreements with any of our employees, and employment arrangements are all subject to the discretion of our board of directors. |
No executive Officer or Director of CDVC has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending. |
No executive Officer or Director of CDVC is the subject of any pending legal proceedings. |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our Common Stock as it relates to our named Director and executive Officer, and each person known to CDVC to be the beneficial owner of more than five percent (5%) of said securities, and all of our directors and executive officers as a group: |
Name and Position | Shares | Percent | Security |
Bing, HE | |||
President and Director | 8,700,000 | 66.92% | Common |
Officers and Directors as a Group | 8,700,000 | 66.92% | Common |
Ning, HE Room 101, No. 102 Huayi Road, Haizhu District,Guangzhou City, Guangdong Province, P.R.C | 800,000 | 6.15% | Common |
Mr. Bing HE's address is Room 1001, 10 Building Yumin Village, Heping Road, Luohu District, Shenzhen, China. |
Ms. Ning HE is a sibling of Mr. Bing HE. |
The above referenced common shares were paid for and issued in March 2007, for consideration of $0.001 per share and total consideration of $8,700. |
DESCRIPTION OF SECURITIES
The following statements set forth summaries of the material provisions of our Articles of Incorporation and Bylaws, and are qualified in their entirety by reference to the detailed provisions of our Articles of Incorporation and Bylaws, which have been provided as Exhibits to this registration statement. The shares registered pursuant to the registration statement of which this prospectus is a part, are shares of Common Stock, all of the same class and entitled to the same rights and privileges as all other shares of Common Stock. |
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Common Stock |
CDVC's Articles of Incorporation authorizes the issuance of 75,000,000 shares of common stock, $0.001 par value per share. As of the date of this Prospectus, there are 13,000,000 common shares issued and outstanding. The holders of Common Stock are entitled to one vote for each share held of record on all matters to be voted on by the shareholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50 percent of the Shares voted for the election of directors can elect all of the directors. The holders of Common Stock are entitled to receive dividends when, as and if declared by the board of directors out of funds legally available therefore. In the event of liquidation, dissolution, or winding up of CDVC, the holders of Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the common stock. The holders of Common Stock do not have preemptive rights. In the future, preemptive rights may be granted by way of amendment of CDVC's articles of incorporation, which would require a vote by the board of directors and shareholders on such matter. |
Preferred Stock |
CDVC has not authorized any Preferred Stock, but in the future reserves the right to do so at the discretion of the shareholders and the board of directors. |
Options and Warrants |
CDVC does not presently have any options or warrants authorized or any securities that may be convertible into common stock. However, our Board of Directors may later determine to authorize options and warrants for CDVC. |
Dividend Policy |
CDVC has not previously paid any cash dividends on our common stock and do not anticipate or contemplate paying dividends on our common stock in the foreseeable future. Our present intention is to utilize all available funds for the development of our business. There is no assurance that CDVC will ever have excess funds available for the payment of dividends. The only legal restrictions that limit the ability to pay dividends on common equity or that are likely to do so in the future are those restrictions imposed by State Laws. |
Transfer Agent |
Currently, CDVC has not engaged the services of a Transfer Agent. |
Additional Information Describing Stock |
The above descriptions concerning the stock of CDVC do not purport to be complete. Reference is made to CDVC's Articles of Incorporation and By-Laws, which are included as exhibits to the registration statement of which this registration statement is a part and which are available for inspection at CDVC's office. |
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Penny Stock Regulation |
Broker-dealer practices in connection with transactions in "penny stocks" are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. As our shares immediately following this offering will likely be subject to such penny stock rules, investors in this offering will in all likelihood find it more difficult to sell their securities. |
INTEREST OF NAMED EXPERTS AND COUNSEL
The financial statements of China Digital Ventures Corporation for the period from inception on March 26, 2007 to September 30, 2007 included in this prospectus have been audited by, Albert Wong & Co., an independent certified public accountant, as indicated in his report, and are included in this Prospectus in reliance on the report given upon the authority of that firm as experts in accounting and auditing. |
The validity of the issuance of the common stock offered in this offering will be passed upon for China Digital Ventures Corporation by The Law Office of Joseph L. Emas, Attorney at Law and is included in this prospectus. |
Except as stated above, no expert or counsel named in this registration statement as having prepared or certified any part of this statement or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or will receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant. Nor was any such person connected with the registrant as a promoter, managing or principal underwriter, voting trustee, Director, Officer, or employee. |
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DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons in accordance with the provisions contained in our Articles of Incorporation and By-laws, Nevada law or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and we will follow the court's determination. |
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DESCRIPTION OF BUSINESS
General |
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Overview - Telecom Market |
The world's largest mobile telecommunications market -China -has more mobile subscribers than the United States has citizens; 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 sprit 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 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. It is predicted that the number will surpass 550 million in the second half of the year. |
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China's telecom market is entering a stable growing adjustment period as its growth rate slowed during the first half of 2007. According to the statistics from the Ministry of Information Industry, the total business volume of telecom industry reached USD100 billion (RMB742 billion), up 26.1%. |
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Specifically, various Chinese internet and online communities and user groups and Overseas Chinese associations can be found in large cities in the United States or in the United Kingdom. In addition, many business operations and companies conduct business with Chinese companies and businesses, creating a valuable user group that will be able to utilize our online telecom platform. |
Management believes these groups of individuals is ideal targets to not only purchase our services, but to successfully market our services for a variety of reasons: |
1. | As members of a user group or association they are often provided attractive offers for their members. As such, the offer we are able to provide quality, reliable and cost competitive; and |
2. | Overseas Chinese Association members and business owners dealing with Chinese businesses can use our service to reach their customers and business associates. |
Based upon these factors management believes that internet or business user groups and associations would be a valuable and cost effective method for the distribution and sales of telecom services. Through this sales type approach, the user group members will be able to telecom services that they can sell to both their friends and corporate contacts that they may have. In effect, becoming resellers and independent sales agents and creating a network of customers, and for those interested that can also become sales agents as well. |
Furthermore, as part of its plans, CDVC will try to develop a volume based, decreasing pricing model as incentive to customers who can resale to their network of friends and associates. Management believes by taking this approach it will minimize the costs associated with marketing, specifically expenses related to sales personnel. |
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The Company anticipates direct marketing and sales strategies towards development of a network of resellers and independent sales representatives. Some specific strategies include but are not limited to: | ||
* | 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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It is important to note that CDVC has not yet fully developed its website and there can be no assurance that CDVC will be able to implement any marketing campaigns and strategies successfully if and when the website becomes fully functional. |
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Current Service Offerings: |
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If and when the offering as described herein is successful the Company plans to allocate the funds as follows depending upon the amount raised: |
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If 25% of Shares are Sold | If 50% of Shares are Sold | If 75% of Shares are Sold | If 100% of Shares are Sold | ||||||||||
Gross Proceeds from this Offering | $ | 17,500 | $ | 35,000 | $ | 52,500 | $ | 70,000 | |||||
Less: Offering Expenses | |||||||||||||
-Legal and Accounting | 8,500 | 8,500 | 8,500 | 8,500 | |||||||||
-SEC Filing Fees | 1,000 | 1,000 | 1,000 | 1,000 | |||||||||
-Postage/Printing | 1,500 | 1,500 | 1,500 | 1,500 | |||||||||
Total | $ | 11,000 | $ | 11,000 | $ | 11,000 | $ | 11,000 | |||||
Less: Business Development | |||||||||||||
-Web Development | 3,000 | 10,000 | 20,000 | 20,000 | |||||||||
-Marketing | - | 9,000 | 14,000 | 29,000 | |||||||||
Total | $ | 3,000 | $ | 19,000 | $ | 34,000 | $ | 49,000 | |||||
Less: Admin. Expenses | |||||||||||||
-Corp. State Fees | 500 | 500 | 500 | 500 | |||||||||
-Transfer Agent | 2,000 | 2,000 | 2,000 | 2,000 | |||||||||
-Telephone/Printing/Mail/Office | 1,000 | 2,500 | 5,000 | 7,500 | |||||||||
Total | $ | 3,500 | $ | 5,000 | $ | 7,500 | $ | 10,000 | |||||
Totals | $ | 17,500 | $ | 35,000 | $ | 52,500 | $ | 70,000 | |||||
=========== | =========== | -=========== | =========== |
The Company plans the completed website to have telecom services that resellers and independent agents can readily navigate through and provide them with appropriate service information, sales support and service. Each of the service offerings will display specific telecom services such as volume rebates for different telecom service offerings. |
The Company can make no guarantees or assurances that it will accomplish its goals within the dates specified. Moreover, management has no current plan to substitute any additional telecom services except those described herein. No guarantee or assurance can be made that CDVC's proposed business model will be effective in distributing these telecom services through the proposed e-commerce platform. |
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The website will be in Chinese first to cater to the target market. The website will be in English as and when we have the resources to implement the bilingual website. |
The website will be designed to meet the Company's strategy of providing a broad selection of telecom services giving resellers and independent agents the following benefits: |
* | Compelling Service Offerings. A selection of desirable telecom services. | |
* | Competitive Pricing. By providing a broad selection of telecom services for volume purchase, the site will provide interested parties with relevant information and competitive pricing. In order to maintain competitive pricing, CDVC plans to monitor the competitor's pricing and respond timely to any changes by the competition by adjusting our pricing to be competitive within the marketplace. CDVC will have to apportion time to accomplish this while attempting to keep costs of doing business at a minimum. There can be no assurance CDVC will be able to maintain it goal of competitive pricing; if it fails to do so the proposed business would suffer materially. |
* | Business. With very little money and flexible terms, CDVC is providing independent sales representatives and resellers the ability to create a business with a recurring revenue stream (as sales representatives customers use the services, they will require more.) |
* | Convenience. Through the website www.ngndial.com we will be able to provide telecom services to the overseas Chinese living in USA or Europe and as well to companies that do business with China. |
* | Customers will be able to buy telecom services to suite their needs online. The website will enable them to browse, order, and purchase 24 hours a day and 7 days a week. |
* | Customer Service. On the website, CDVC plans to have links labeled as "Customer Service" or "Questions about this Service?" where buyers can e-mail any question that they may have. CDVC plans to readily respond to the questions via e-mail and if necessary follow-up with a telephone call. As the business develops CDVC will be required to hire additional personal to ensure quick response to customers. If CDVC is unable top provide quality customer service it would materially impair the growth of the business. |
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Once the website is fully operational, CDVC plans to seek to develop its own telecom platform and to apply for credit status with telecom carriers direct. At this time we will work with platform owners until such a time we have the necessary resources. Management believes that once the website is fully operational, platform owners or telecom carriers will be willing to provide credit status to CDVC; however, there can be no assurance or guarantee that this will be the case. |
CDVC believes by providing a broad selection of telecom services along with detailed information about its services through its proposed website, it will be able to compete within the growing marketplace for telecom services. |
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In the telecom services marketplace, CDVC will be in direct competition on the provisioning of telecom services with established companies such as, www.skype.com, www.webcalldirect.com or www.webcall.co.za all of which have established websites that specialize in the distribution of telecom services or products. Although the market is highly competitive, management believes if it is able to maintain its current focus and successfully develop its proposed business platform as described herein it will able to compete effectively and eventually become a profitable company. Management cannot provide investors any assurance or guarantee that it will ever be successful in developing its business or become profitable in the future. |
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MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with CDVC's audited financial statements, including the notes thereto, appearing elsewhere in this Prospectus. |
Company Overview |
CDVC was organized on March 26, 2007 and has not yet commenced any significant revenue-generating operations. Our common stock is not listed on any recognized exchange or quoted on any quotation medium. There can be no assurance that our common stock will ever be listed or quoted in the future or ever have a market develop for its common stock. |
Plan of Operations - General |
Our plan of operations is to sell telecom services to businesses and individual consumers through our website at www.ngndial.com. |
Results of Operations |
For the period from March 26, 2007 (inception) to September 30, 2007 we had generated $800 in revenue from our telecom services. The Company incurred a cost of revenue of $600 and earned a gross profit of $200. The Company also incurred operating expenses of $38,999 and resulting a loss of $38,799. |
Capital Resources and Liquidity |
As of September 30, 2007, we had $5,001 in cash for a total assets of $5,001. In additional, the Company had a deposits payable of $1,600 accrued payables of $2,000 and due to related parties of $200 for a total liabilities of $3,800 at September 30, 2007. We do not have sufficient resources to effectuate our business. We expect to incur a minimum of $20,000 in expenses during the next twelve months of operations. We estimate that this will be comprised of the following expenses: $3,000 in website development; $9,000 in other marketing expenses; and $8,000 will be needed for general overhead expenses such as for salaries, corporate legal and accounting fees, office overhead and general working capital. Our auditors have indicated that we will have to raise the funds to pay for these expenses. The Company will try to raise the funds through the selling of its shares as set out in this prospectus. In addition, we may have to borrow money from shareholders. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understanding 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 a marketing program will have a severe negative impact on our ability to remain a viable company. |
Going Concern Consideration |
Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. |
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As of September 30, 2007 CDVC had $5,001 of cash on hand. Management believes this amount will not satisfy the cash requirements of CDVC for the next twelve months or until such a time additional proceeds are raised. CDVC plans to satisfy our future cash requirements by additional equity financing. This will be in the form of private placements of common stock as set out in this prospectus. There is no additional offering in the works at present. There can be no assurance that CDVC will be successful in raising additional equity financing, and, thus, be able to satisfy our future cash requirements, which primarily consist of working capital directed towards the development of the website and marketing campaigns, as well as legal and accounting fees. CDVC depends upon capital to be derived from future financing activities such as subsequent offerings of our stock. There can be no assurance that CDVC will be successful in raising the capital the Company requires. Management believes that if subsequent private placements are successful, CDVC will be able to generate revenue from online sales of telecom services and achieve market adoption within the following twelve to fifteen months thereof. However, investors should be aware that this is based upon speculation and there can be no assurance that the Company will ever be able reach a level of profitability. |
As of the date of this registration statement CDVC has generated only two (2) sales resulting in a net profit of approximately $200, it has not generated any other revenue through its proposed business. All additional proceeds received by CDVC were a result of the sale of its common stock. |
CDVC does not anticipate any significant research of any products. The Company does not expect the purchase or sale of plant or any significant equipment, and CDVC does not anticipate any change in the number of employees. CDVC has no current material commitments. |
CDVC has no current plans, preliminary or otherwise, to merge with any other entity. |
CDVC is still considered to be a development stage company, with no significant revenue, and CDVC will be dependent upon the raising of additional capital through placement of our common stock in order to continue with the business plan. There can be no assurance that CDVC will be successful in raising the capital it requires through the sale of our common stock in order to continue as a going concern. |
Management anticipates the following steps and related expenses within the next twelve months: |
1.) | Complete the development of the website. Management has estimated the time frame to accomplish this to be the Second or Third Quarter of 2008, depending on availability of resources, and cost approximately $20,000 |
2.) | In addition, CDVC plans to allocate up to approximately $29,000 towards the initial phases of the marketing plan described herein. |
3.) | CDVC has allocated $10,000 towards administrative expenses, which the Company plans to direct towards any deficiencies, if any, in the estimated expenses anticipated for completion of this registration statement and the completion of the website as described herein. Any additional funds allocated, as administrative expenses will be designated as working capital and used for miscellaneous corporate expenses including but not limited to office supplies and postage. |
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The specific steps anticipated over the next twelve months involve continuing to develop the website by adding service offerings, payment gateways, reseller administrative online access to the website. The service offerings will consist of i) short number access dial codes where the customers will dial a short number usually 4-5 digits to access the platform to dial long distance, ii) dial back platform where higher costs calling countries i.e. China can make long distance calls using our internet website to initiate the calls with the intended number iii) broadband phone call services and iv) WIFI phone services. All the above telecom services will be sold, managed and administered through our website. We will need to set up an online payment gateway to accept credit cards and debit cards, and gateways such as PAYPAL. The telecom platform will be rented through telecom equipment and infrastructure supplier. We may in future invest directly to own our telecom platform and infrastructure as our business develops. |
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* | Problems may arise during the development of the Internet website with the programming and testing that management cannot overcome, creating a time delay and additional costs; |
* | CDVC may find that potential financiers are unreceptive to its business plan and provide no options to raise the additional capital required to funds its marketing campaign. |
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DESCRIPTION OF PROPERTY
CDVC's principle address is RM 1001, 10 Building, Yumin Village, Heping Road, Luohu District, Shenzhen, China. Mr. HE, Officer/Director, is currently providing his home office for CDVC's office and mailing address. Mr. HE plans to continue to contribute this office space at no cost to the Company until such a time that the Company begins operations. The telephone number is 86 755 61578170. |
CDVC believes the property arrangement satisfies the Company's current needs and will be adequate up to the point that CDVC begins operations, which is currently estimated to be in the fourth quarter of 2007 at which point it may be required to rent or lease commercial property that is capable of providing adequate storage and office space. Management anticipates rent on a per month basis for adequate commercial space will cost CDVC approximately $1,500. This estimate is based upon local commercial spaces with approximately 500 to 1,000 square feet of office space. However, management plans to continue to utilize Mr. HE's home office until that space is no longer adequate. At this time no commercial property has been secured by CDVC and there can be no assurance that an adequate space will be found by CDVC when needed; or if adequate space can be found at the price currently estimated by management. |
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 27, 2007, 10,000,000 million common shares were issued to 3 individual shareholders paying a consideration of $0.001 per share, of which 8,700,000 shares of common stock were issued to Mr. Bing HE, Officer/Director, at a price of $0.001 per share. Mr. HE's common shares are deemed "restricted" according to Rule 144. |
For the period between April 15, 2007 to April 27, 2007, 3,000,000 common shares were issued to forty-two (42) individual shareholders paying consideration of $0.01 per share. Twenty (20) of these individual shareholders is registering all of their holdings of CDVC's common stock within this Registration Statement. |
Related Party Transactions |
Currently, there are no contemplated transactions that CDVC may enter into with our officer, director or affiliates. If any such transactions are contemplated we will file such disclosure in a timely manner with the SEC on the proper form making such transaction available for the public to view. |
CDVC has no formal written employment agreement or other contracts with our current officer, and there is no assurance that the services to be provided by him will be available for any specific length of time in the future. Mr. Bing HE anticipates initially devoting at a minimum of twelve to fifteen hours per month of their available time to CDVC's affairs. If and when the business operations increase and a more extensive time commitment is needed, Mr. Bing HE is prepared to devote more time to CDVC's affairs, in the event that becomes necessary. The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary. |
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information |
There is no trading market for CDVC's Common Stock at present and there has been no trading market to date. There is no assurance that a trading market will ever develop, or, if such a market does develop that it will continue. |
Mr. Bing HE, officer and director, currently owns 8,700,000 shares of common stock. The shares were issued in March 2007 and are deemed restricted securities pursuant to Rule 144. The Company is not registering any of the 8,700,000 Rule 144 shares on this Registration Statement. In March 2008, the 8,700,000 Rule 144 shares purchased by Mr. HE will be eligible for sale pursuant to Rule 144(d)(1) and Rule 144(e)(1). However, the amount of shares that may be sold by Mr. HE will be limited to the amount of securities sold, together with all the sales of restricted and other sold common stock within the previous three months which shall not exceed the greater (i) one percent of the shares or other units of the class outstanding as shown by the most recent report or statement published by the Company, or (ii) if and when a market develops the average weekly reported volume of trading of the Common Stock on all national securities exchanges and quotation systems during the four calendar weeks preceding the filing notice required under Rule 144(h). |
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Holders |
As of the date of this registration statement, there were a total of forty-four (44) active stockholders, including the officer and director. |
Dividends |
CDVC has not paid any dividends to date, and has no plans to do so in the foreseeable future. |
EXECUTIVE COMPENSATION
CDVC has made no provisions for cash compensation or for non-cash compensation to our officers and directors. No salaries are being paid at the present time, and will not be paid unless, and until, there is available cash flow being generated from operations to pay salary. There have been no grants of options given to any of our executive officers since the inception of CDVC. |
Summary Compensation Table | |||||||||||
Annual Compensation | Long-Term Compensation | ||||||||||
Name and | Year | Salary ($) | Bonus ($) | Other Annual Compensation ($) | Restricted Stock Awards ($) | Securities Underlying Options (#) | LTIP Payouts ($) | All Other Compensation ($) | |||
Bing HE (1) | 2007 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||
(1) | Mr. Bing HE is the President, Director, Secretary, Treasurer, and Chief Executive Officer of CDVC. |
CDVC does not presently have a stock option plan. However, in the future, CDVC may develop an incentive based stock option plan for our officers and directors and may reserve up to ten percent of our outstanding shares of common stock for that purpose. |
CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
CDVC has had no disagreements with its accountants, and has no further financial disclosure other than the financial statements included herein. |
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CHINA DIGITAL VENTURES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Content | PAGE |
INDEPENDENT AUDITOR'S REPORT | F1-F2 |
BALANCE SHEETS | F3 |
STATEMENT OF OPERATION | F4 |
STATEMENT OF STOCKHOLDERS' DEFICIT | F5 |
STATEMENT OF CASH FLOWS | F6 |
NOTES TO FINANCIAL STATEMENTS | F7 -F15 |
Independent Auditor's Report
ALBERT WONG & CO. CERTIFIED PUBLIC ACCOUNTANTS 7 Floor, Nan Dao Commercial Building 359-361 Queen's Road Central Hong Kong Tel : 2851 7954 Fax: 2545 4086 ALBERT WONG |
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F-1
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has accumulated deficit of $38,799 including net losses of $38,799 for the period from March 26, 2007 (date of inception) to September 30, 2007. These factors as discussed in Note 2 to the financial statements, raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
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Albert Wong & Co. |
Certified Public Accountants |
Hong Kong October 8, 2007 |
F-2
CHINA DIGITAL VENTURES CORPORATION |
ASSETS | Note | ||||
Current assets: | |||||
Cash and cash equivalents | $ 5,001 | ||||
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Total assets | $ 5,001 | ||||
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LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||
Current liabilities: | |||||
Deposits payable | 1,600 | ||||
Accrued expenses | 2,000 | ||||
Amount due to related party | 4 | 200 | |||
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Total current liabilities | 3,800 | ||||
Stockholders' deficit: | |||||
Common stock, no par value, 75,000,000 shares authorized; | |||||
13,000,000 shares issued and outstanding | 5 | 13,000 | |||
Additional paid up capital | 5 | 27,000 | |||
Deficit accumulated during the development stage | (38,799) | ||||
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Total stockholders' deficit | 1,201 | ||||
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Total liabilities and stockholders' deficit | $ 5,001 | ||||
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See accompanying notes to financial statements
F-3
CHINA DIGITAL VENTURES CORPORATION |
For the Period from | |||||||
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September 30, 2007 | |||||||
Net revenue | $ 800 | ||||||
Cost of revenue | 600 | ||||||
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Gross profit | 200 | ||||||
Selling, general and administrative expense | 38,999 | ||||||
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Loss from operations | (38,799) | ||||||
Other expense | |||||||
Interest expense | - | ||||||
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Net loss | $ (38,799) | ||||||
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Weighted average number of shares - | |||||||
basic and diluted | 13,000,000 | ||||||
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Loss per share - basic and diluted | $ (0.00) | ||||||
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*Basic and diluted weighted average number of shares is the same since the Company does not have any dilutive securities
See accompanying notes to financial statements
F-4
CHINA DIGITAL VENTURES CORPORATION |
Deficit | |||||||||||||||
accumulated | |||||||||||||||
Common stock | Additional | during the | Total | ||||||||||||
------------------- | paid-in | Deferred | development | stockholders' | |||||||||||
Shares | Amount | capital | compensation | stage | equity (deficit) | ||||||||||
------------------- | ------------------- | ------------------- | ------------------- | -------------------- | ----------------------- | ||||||||||
Balance at March 26, 2007 | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||
(inception) | |||||||||||||||
Issuance of founder shares for | |||||||||||||||
services 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 | ||||
=========== | =========== | =========== | =========== | =========== | =========== |
See accompanying notes to financial statements
F-5
CHINA DIGITAL VENTURES CORPORATION |
For the period from March 26, 2007 (inception) to September 30, 2007 | |||||
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Cash flows from operating activities: | |||||
Net loss | $ | (38,799) | |||
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Increase (decrease) in liabilities: | |||||
Deposits payable | 1,600 | ||||
Accrued expenses | 2,000 | ||||
Due to related parties | 200 | ||||
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Total adjustments | 3,800 | ||||
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Net cash used in operating activities | (34,999) | ||||
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Cash flows from financing activities: | |||||
Issuance of common stock | 40,000 | ||||
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Net cash provided by financing activities | 40,000 | ||||
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Net increase in cash and cash equivalents | 5,001 | ||||
Cash and cash equivalents, beginning | - | ||||
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Cash and cash equivalents, ending | $ | 5,001 | |||
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Supplemental disclosure of cash flow information: | |||||
Interest paid | $ | - | |||
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Income taxes paid | $ | - | |||
=========== |
See accompanying notes to financial statements
F-6
CHINA DIGITAL VENTURES CORPORATION |
NOTE 1 ORGANIZATION |
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NOTE 2 UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN |
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CHINA DIGITAL VENTURES CORPORATION |
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CHINA DIGITAL VENTURES CORPORATION |
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CHINA DIGITAL VENTURES CORPORATION |
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CHINA DIGITAL VENTURES CORPORATION |
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CHINA DIGITAL VENTURES CORPORATION |
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CHINA DIGITAL VENTURES CORPORATION |
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F-13
CHINA DIGITAL VENTURES CORPORATION |
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F-14
NOTE 7 INCOME TAXES |
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2007 | ||||
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Net Loss | 38,799 | |||
Expected Statutory Tax Rate | 35% | |||
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13,580 | ||||
Valuation Allowance | (13,580) | |||
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Income Tax expense (recovery) | - | |||
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US net operating loss carried forwards | 13,580 | |||
Valuation Allowance | (13,580) | |||
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Net Deferred Tax Assets | - | |||
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F-15
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS |
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(1) | a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest; |
(2) | a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful); |
(3) | a transaction from which the director derived an improper personal profit; and |
(4) | willful misconduct. |
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(1) | such indemnification is expressly required to be made by law; |
(2) | the proceeding was authorized by our Board of Directors; |
(3) | such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or |
(4) | such indemnification is required to be made pursuant to the bylaws. |
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OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION |
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- Legal & Accounting Services | $ | 27,500 | ||
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- Postage/Printing | 1,500 | |||
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- SEC Filing Fees | 1,000 | |||
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Total | $ | 30,000 | ||
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Note: All expenses are estimates. |
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RECENT SALES OF UNREGISTERED SECURITIES
We completed an offering of 10,000,000 shares of our common stock at a price of $0.001 per share to a total of three (3) purchasers on March 27, 2007. The total amount received from this offering was $10,000. We completed this offering pursuant to Regulation S of the Securities Act. Of these shares, 8,700,000 were issued to Mr. Bing HE, our president, chief executive officer, treasurer, secretary and sole director. All three (3) investors were outside the United States and are non-US persons. |
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INDEX TO EXHIBITS |
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Number | Exhibit Name |
3.1 | Articles of Incorporation, as amended(1) |
3.2 | Bylaws(1) |
5.1 | Legal opinion of (Joseph I. Emas, Attorney At Law)(1) |
23.1 | Consent of Alert Wong & Co., CPA(1) |
23.2 | Consent of Counsel (included in Exhibit 5.1)(1) |
1. | Incorporated by reference to our Registration Statement on Form SB-2 filed with the SEC on October 16, 2007. |
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UNDERTAKINGS |
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1. | To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to: |
(a) | include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(b) | reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration Statement; and |
(c) | include any additional or changed material information on the plan of distribution. |
2. | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
3. | To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering. |
4. | That, for determining our liability under the Securities Act to any purchaser in the initial distribution of the securities, we undertake that in a primary offering of our securities pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, we will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
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(i) | any preliminary prospectus or prospectus that we file relating to the offering required to be filed pursuant to Rule 424 (Section 230.424 of this chapter); |
(ii) | any free writing prospectus relating to the offering prepared by or on our behalf or used or referred to by us; |
(iii) | the portion of any other free writing prospectus relating to the offering containing material information about us or our securities provided by or on behalf of us; and |
(iv) | any other communication that is an offer in the offering made by us to the purchaser. |
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SIGNATURES |
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly caused this registration statement to be signed on our behalf by the undersigned, in the City of Shenzhen, China, on December 13, 2007. |
China Digital Ventures Corporation | |
/s/ Bing HE | |
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In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated. |
/s/ Bing HE | |
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