UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10 - Q
(Mark One) |
[ x ] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2008 |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from [ ] to [ ]
Commission File Number: [ ]
CHINA DIGITAL VENTURES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Nevada | ------------- |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
26 Floor, 88 Lockhart Road, Wanchai, Hong Kong | n/a |
(Address of Principal Executive Offices) | (Zip Code) |
+011 (852) 6343-7704
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former
Fiscal Year if Changed Since Last Report)
Indicate by check whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |
Yes [ x ] No [ ]
Indicate by check whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of " large accelerated filer, " " accelerated filer " and " small reporting company " in Rule 12b-2 of the Exchange Act. (check one) |
Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ] Smaller Reporting Company [ x ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |
Yes [ x ] No [ ]
The number of common equity shares outstanding as of January 31, 2009 was 13,228,000 shares of Common Stock, $0.001 par value. |
INDEX
Page | ||
PART I. FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | |
Consolidated Balance Sheet - December 31, 2008 (Unaudited) | 2 | |
Consolidated Statements of Operations - Three Months ended December 31, 2008 and from March 26, 2007 (Inception) to December 31, 2008 (Unaudited) | 3 | |
Consolidated Statement of Stockholders' Equity / (Deficit) - From March 26, 2007 (Inception) to December 31, 2008 (Unaudited) | 4 | |
Consolidated Statements of Cash Flows - Three Months ended December 31, 2008 and from March 26, 2007 (Inception) to December 31, 2008 (Unaudited) | 5 | |
Notes to Consolidated Financial Statements | 6-11 |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 12-16 |
Item 3. | Quantitative and Qualitative Disclosure About Market Risk | 17 |
Item 4. | Controls and Procedures | 17 |
PART II. OTHER INFORMATION |
Item 1 | Legal Proceedings | 18 |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
Item 3 | Defaults Upon Senior Securities | 18 |
Item 4 | Submission of Matters to a Vote of Security Holders | 18 |
Item 5 | Other Matters | 18 |
Item 6. | Exhibits | 18 |
SIGNATURES | 19 |
PART I - FINANCIAL INFORMATION
CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
COSOLIDATED BALANCE SHEET |
AS AT DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
Note | December 31, | September 30, | |||
(Unaudited) | (Audited) | ||||
ASSETS | |||||
Current assets: | |||||
Cash and cash equivalents | $ | 8,503 | $ | 8,517 | |
-------------------- | ------------------- | ||||
Total assets | $ | 8,503 | $ | 8,517 | |
=========== | =========== | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||
Current liabilities: | |||||
Accrued expenses | $ | 34,160 | $ | 33,060 | |
Amount due to a director | 21,148 | 19,648 | |||
------------------- | ------------------- | ||||
Total current liabilities | 55,308 | 52,708 | |||
------------------- | ------------------- | ||||
Stockholders' deficit : | |||||
Common stock, $0.001 par value, 75,000,000 shares authorized 13,228,000 (2007: 13,000,000) shares issued and outstanding | 4 | 13,208 | 13,208 | ||
Additional paid up capital | 4 | 31,352 | 31,352 | ||
Deficit accumulated during the development stage | (91,365) | (88,751) | |||
------------------- | ------------------- | ||||
Total stockholders' deficit | (46,805) | (44,191) | |||
------------------- | ------------------- | ||||
Total liabilities and stockholders' deficit | $ | 8,503 | $ | 8,517 | |
=========== | =========== | ||||
See accompanying notes to the financial statements
2
CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
COSOLIDATED STATEMENTS OF OPERATIONS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 AND FROM MARCH 26, 2007 (INCEPTION) TO DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
For the Period | ||||||
For the Three | from March 26, | |||||
Months Ended | 2007 (Inception) | |||||
December 31, | to December 31, | |||||
2008 | 2008 | |||||
---------------------- | ---------------------- | |||||
Net Revenues | $ | 5,886 | $ | 18,637 | ||
Cost of Revenues | 2,833 | 9,712 | ||||
---------------------- | ---------------------- | |||||
Gross Profits | 3,053 | 8,925 | ||||
Other General and Administrative Expenses | 5,667 | 100,286 | ||||
---------------------- | ---------------------- | |||||
Loss from Operations | (2,614) | (91,361) | ||||
Other Expenses | ||||||
Interests | - | 4 | ||||
---------------------- | ---------------------- | |||||
Net Loss | $ | (2,614) | $ | (91,365) | ||
============= | ============= | |||||
Weighted Average Basic and Diluted Shares Outstanding | 13,228,000 | 12,950,334 | ||||
============= | ============= | |||||
Loss Per Share - basic and diluted | $ | (0.00) | $ | (0.00) | ||
============= | ============= | |||||
*Basic and diluted weighted average number of shares is the same since the Company has no dilutive securities |
See accompanying notes to the financial statements
3
CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
STATEMENT OF STOCKHOLDERS'EQUITY / (DEFICIT) |
FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
Deficit | ||||||||||||
accumulated | ||||||||||||
Common stock | Additional | during the | Total | |||||||||
------------------------------ | paid-in | development | stockholders' | |||||||||
Shares | Amount | capital | stage | equity/(deficit) | ||||||||
------------ | ------------ | ------------ | ------------ | ------------------ | ||||||||
Balance at March 26, 2007 (inception) | - | $ | - | $ | - | $ | - | $ | - | |||
Issuance of founder shares for cash at $0.001 per share - March 28, 2007 | 10,000,000 | 10,000 | - | - | 10,000 | |||||||
Sale of shares for cash at $0.01 per share - April 2007 | 3,000,000 | 3,000 | 27,000 | - | 30,000 | |||||||
Net loss | - | - | - | (38,799) | (38,799) | |||||||
---------------- | ---------------- | ---------------- | ---------------- | --------------- | ||||||||
Balance at September 30, 2007 | 13,000,000 | 13,000 | 27,000 | (38,799) | 1,201 | |||||||
Sale of shares for cash at $0.02 per share - Feb-Mar 2008 | 208,000 | 208 | 3,952 | - | 4,160 | |||||||
Issuance of shares for services at $0.02 per share - Jul 7, 2008 | 20,000 | - | 400 | - | 400 | |||||||
Net loss | - | - | - | (49,952) | (49,952) | |||||||
---------------- | ---------------- | ---------------- | ---------------- | --------------- | ||||||||
Balance at September 30, 2008 | 13,228,000 | 13,208 | 31,352 | (88,751) | (44,191) | |||||||
Net loss | - | - | - | (2,614) | (2,614) | |||||||
---------------- | ---------------- | ---------------- | ---------------- | --------------- | ||||||||
Balance at December 31, 2008 | 13,228,000 | $ | 13,208 | $ | 31,352 | $ | (91,365) | $ | (46,805) | |||
============ | ============ | ============ | ============ | ============ |
See accompanying notes to the financial statements
4
CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
COSOLIDATED STATEMENTS OF CASH FLOWS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 AND FROM MARCH 26, 2007 (INCEPTION) TO DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
For the Three | For the Period | |||
----------------------- | ------------------------ | |||
Cash Flows from Operating Activities: | ||||
Net Loss | $ | (2,614) | $ | (91,365) |
Adjustments to Reconcile Net Loss to Net Cash Used | ||||
in Operating Activities: | ||||
Common stock issuance for services | - | 400 | ||
Changes in Assets and Liabilities: | ||||
Increase in Accrued Expenses | 1,100 | 34,160 | ||
Increase in Due to a director | 1,500 | 21,148 | ||
----------------------- | ----------------------- | |||
Net Cash Used in Operating Activities | (14) | (35,657) | ||
----------------------- | ----------------------- | |||
Cash Flows from Investing Activities: | - | - | ||
----------------------- | ----------------------- | |||
Cash Flows from Financing Activities: | ||||
Proceeds from Sale of Common Stock | - | 44,160 | ||
----------------------- | ----------------------- | |||
Net Cash Provided by Financing Activities | - | 44,160 | ||
----------------------- | ----------------------- | |||
Increase in Cash | (14) | 8,503 | ||
Cash - Beginning of Period | 8,517 | - | ||
----------------------- | ----------------------- | |||
Cash - End of Period | $ | 8,503 | $ | 8,503 |
============= | ============= | |||
Supplemental Disclosures of Cash Flow Information: | ||||
Interest Paid | $ | - | $ | 4 |
============= | ============= | |||
Income Taxes Paid | $ | - | $ | - |
============= | ============= |
See accompanying notes to the financial statements
5
CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE COSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE COSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
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Place of | Attributable | ||||
Name of Company | incorporation | Interest | |||
Superfone Asia Holdings Limited | Hong Kong | 100%* | |||
Superfone Asia Limited | Hong Kong | 100%* | |||
* the attributable interests will decrease to 50% once we commence commercial operation of the joint venture. | |||||
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE COSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE COSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
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SFAS No. 123 prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123 requires compensation expense to be recorded (i) using the new fair value method or (ii) using the existing accounting rules prescribed by Accounting Principles Board Opinion No. 25, " Accounting for stock issued to employees " (APB 25) and related interpretations with proforma disclosure of what net income and earnings per share would have been had the Company adopted the new fair value method. The Company has chosen to account for stock-based compensation using Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and has adopted the disclosure only provisions of SFAS 123. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of the grant over the amount an employee is required to pay for the stock. The Company has not issued any stock or share based payments since its inception. |
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE COSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
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CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE COSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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Forward-Looking Statements |
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Critical Accounting Policy and Estimates |
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Overview |
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Overview Telecom Market |
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Telecom Services |
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13
CDVC has commenced the development of its website at www.ngndial.com and online e-commerce platform. CDVC has completed the first phase of its development for call back service and initiation through the internet. However, we still need to complete the development of the payment gateway to be fully capable as an e-commerce platform. |
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* | Distinctive Telecom Service offerings; | |
* | Tiered costing models based on volume and purchase frequency; and | |
* | Prizes, additional compensation and other incentive programs for top resellers' sales people. |
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Mobile Devices Advertising |
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General |
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14
Results of Operations |
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For the period from March 26, 2007 (date of inception) to December 31, 2008, the Company realized revenue of $18,637, incurred a cost of revenue of $9,712 and achieved a gross profit of $8,925. |
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For the period from March 26, 2007 (date of inception) to December 31, 2008, the accumulated gross profit was $8,925, the total operating expenses was $100,286 which was all selling, general and administrative expenses and had $4 in interest expenses and resulting in an accumulated net loss to our shareholders of $91,365. |
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Liquidity and Capital Resources |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk. |
Quantitative and Qualitative Disclosures about Market Risk: |
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Item 4. Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures: |
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Changes in Internal Controls over Financial Reporting: |
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PART II. OTHER INFORMATION |
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Exhibit No. | Description |
3.1 | Articles of Incorporation (1) |
3.2 | Bylaws (1) |
31.1 | Rule 13a-14(a)/15d14(a) Certification of Bing HE (Attached Hereto) |
31.2 | Rule 13a-14(a)/15d14(a) Certification of Bing HE (Attached Hereto) |
32.1 | Section 1350 Certifications (Attached Hereto) |
1 | Incorporated by reference to our Registration Statement on Form SB-2 filed with the SEC on October 16, 2007. |
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SIGNATURES |
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CHINA DIGITAL VENTURES CORPORATION | ||
By: | /s/ Bing He | |
Name: | Bing He | |
Title: | President, Treasurer, Secretary, and Director | |
(Principal Executive, Financial and | ||
Accounting Officer) | ||
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EXHIBIT 31.1 & 31.2 |
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(b) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(c) | Disclosed in this report any change in the registrant 's internal control over financial reporting that occurred during the registrant 's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting. |
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(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant 's internal control over financial reporting. |
/s/ Bing He Bing He (Chief Financial Officer and Chief Executive Officer) |
EXHIBIT 32.1 CERTIFICATION PURSUANT TO |
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(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
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/s/ Bing He |