UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2004
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
EXCHANGE ACT
For the transition period from to
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Commission file number 33-4707-NY
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China Direct Trading Corporation
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(Exact name of small business issuer as
specified in its charter)
Florida 84-1047159
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
12535 Orange Drive, Suite 613, Davie, Florida 33330
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(Address of principal executive offices)
(954) 474-0224
Issuer's telephone number
CBQ, Inc.
(Former name, former address and former fiscal year, if changed since last
report.)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes ----- No -----
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date: September 30, 2004
Approximately 499,595,300 shares
Transitional Small Business Disclosure Format (check one).
Yes ; No X
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PART I
ITEM 1. FINANCIAL STATEMENTS
CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES
(formerly CBQ, Inc.)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, December 31,
2004 2003
------------------ ------------------
Assets:
Current assets:
Cash $ 85,668 $ 24,841
Deferred Tax Asset 7,300 7,300
------------------ ------------------
Total Current Assets 92,968 32,141
------------------ ------------------
Fixed Assets:
Office Equipment 2,688 -
Accumulated Depreciation (672) -
------------------ ------------------
Net Fixed Assets 2,016 -
------------------ ------------------
Other non-current assets:
Deposits 1,713 1,713
------------------ ------------------
Total assets $ 96,697 $ 33,854
================== ==================
CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES
(formerly CBQ, Inc.)
CONSOLIDATED BALANCE SHEETS
(Continued)
(Unaudited)
September 30, December 31,
2004 2003
------------------ ------------------
Liabilities and Stockholders' Equity (Deficit):
Current liabilities:
Accounts payable, trade $ 9,519 $ 63,117
Accrued expenses 79,000 254,000
Customer Deposits 60,000 60,895
Due to related party - 1,215
Due to shareholders - 145,000
------------------ ------------------
Total liabilities 148,519 524,227
------------------ ------------------
Stockholders' Equity (Deficit):
Preferred Stock, par value $.001 per share
Authorized 100,000,000 shares,
Issued 8,100 shares at September 30, 2004 and
-0- shares at December 31, 2003 8 -
Common Stock, par value $.0001 per share
Authorized 600,000,000 shares,
Issued 499,595,300 shares at September 30, 2004
and 499,350,300 shares at December 31, 2003 49,960 49,935
Additional paid-in capital 943,627 563,658
Shareholder receivables (114,368) (112,517)
Accumulated deficit (931,049) (991,449)
------------------ ------------------
Total Stockholders' Equity (Deficit) (51,822) (490,373)
------------------ ------------------
Total Liabilities and
Stockholders' Equity (Deficit) $ 96,697 $ 33,854
================== ==================
See accompanying notes.
CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES
(formerly CBQ, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (Unaudited)
For the three months ended For the nine months ended
September 30, September 30,
-------------------------------------- -------------------------------------
2004 2003 2004 2003
------------------ ------------------ ----------------- -----------------
Revenues $ 224,018 $ 189,795 $ 898,455 $ 548,424
Cost of Sales 206,195 109,298 630,914 319,047
------------------ ------------------ ----------------- -----------------
Gross Profit 17,823 80,497 267,541 229,377
------------------ ------------------ ----------------- -----------------
Operating Expenses:
Sales and Marketing 5,305 1,200 16,223 3,082
Other General and Administrative 71,241 37,632 188,306 103,189
------------------ ------------------ ----------------- -----------------
Total Operating Expenses 76,546 38,832 204,529 106,271
------------------ ------------------ ----------------- -----------------
Net Operating Income (Loss) (58,723) 41,665 63,012 123,106
Other Income (Expense):
Interest Expense (883) (475) (2,612) (3,704)
------------------ ------------------ ----------------- -----------------
Net Income (Loss) $ (59,606) $ 41,190 $ 60,400 $ 119,402
================== ================== ================= =================
Weighted Average Shares Outstanding 502,748,300 97,000,000 500,482,966 97,000,000
================== ================== ================= =================
Income (Loss) per Share $ - $ - $ - $ -
================== ================== ================= =================
See accompanying notes.
CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES
(formerly CBQ, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the nine months ended
September 30,
-------------------------------------
2004 2003
----------------- ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Continuing operations:
Net Income (Loss) $ 60,400 $ 119,402
Adjustments necessary to reconcile net loss
to net cash used in operating activities:
Stock issued for expenses 7,674 -
Depreciation 672 -
(Increase) decrease in security deposits - (1,713)
Increase (decrease) in accounts payable (2,485) -
Increase (decrease) in customer deposits (895) -
----------------- ------------------
Net cash used in operating activities 65,366 117,689
----------------- ------------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of fixed assets (2,688) -
----------------- ------------------
Net cash provided by (used) investing activities (2,688) -
----------------- ------------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Shareholder receivables (1,851) (85,954)
----------------- ------------------
Net Cash Provided by
Financing Activities (1,851) (85,954)
----------------- ------------------
Net (Decrease) Increase in
Cash and Cash Equivalents 60,827 31,735
Cash and Cash Equivalents
at Beginning of Period 24,841 -
----------------- ------------------
Cash and Cash Equivalents
at End of Period $ 85,668 $ 31,735
================= ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 2,612 $ 3,704
Franchise and income taxes $ - $ -
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES: NONE
See accompanying notes.
CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES
(formerly CBQ, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for China Direct Trading
Corporation and Subsidiaries (formerly CBQ, Inc.) is presented to assist in
understanding the Company's financial statements. The accounting policies
conform to generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.
Interim Reporting
The unaudited financial statements as of September 30, 2004 and for the
three and nine month periods ended September 30, 2004 and 2003 reflect, in the
opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to fairly state the financial position and results of
operations for the three and nine months. Operating results for interim periods
are not necessarily indicative of the results which can be expected for full
years.
Organization and Basis of Presentation
CBQ, Inc., (formerly Freedom Funding, Inc.) a Colorado corporation, was
incorporated September 18, 1986, under the laws of the State of Delaware, and
changed its situs to Colorado in 1989.
Souvenir Direct, Inc. was incorporated on September 9, 2002 under the
laws of the State of Florida.
On December 1, 2003, China Direct Trading Corporation acquired 100% of
the outstanding common stock of Souvenir Direct, Inc. in a reverse acquisition.
At this time, a new reporting entity was created. Souvenir Direct, Inc. is
considered the reporting entity for financial reporting purposes.
In May 2004, the Company changed its name to China Direct Trading
Corporation and reincorporated from the State of Colorado to the State of
Florida.
Nature of Business
The Company is engaged in the business of marketing and selling
novelty, gift, and promotional items in North America. The items are
manufactured in the People's Republic of China by third-party manufacturing
companies.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES
(formerly CBQ, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Principles of Consolidation
The consolidated financial statements for the nine months ended
September 30, 2004 and the year ended December 31, 2003 include the accounts of
the parent entity and its subsidiary Souvenir Direct, Inc.
The results of subsidiaries acquired or sold during the year are
consolidated from their effective dates of acquisition through their effective
dates of disposition.
All significant intercompany balances and transactions have been
eliminated.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Net Income (Loss) Per Common Share
Basic earnings per common share were computed by dividing net loss by
the weighted average number of shares of common stock outstanding during the
year. Diluted loss per common share for the three and nine months ended
September 30, 2004 and 2003 are not presented as it would be anti-dilutive.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements.
Reclassifications
Certain reclassifications have been made in the 2003 financial
statements to conform with the 2004 presentation.
Major Suppliers
The Company's major suppliers are from the People's Republic of China
and to a lesser extent a variety of Pacific Rim countries. The Company relies on
30 manufacturing concerns in China for its products. The loss of these Chinese
manufacturing sources would adversely impact on the business of the Company.
CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES
(formerly CBQ, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Major Customers
At September 30, 2004, the Company receives approximately 36% of its
gross revenues from its top three accounts. The loss of these customers would
adversely impact the business of the Company.
Revenue Recognition
Sales revenue is recognized upon the shipment of merchandise from
suppliers to customers. Allowances for sales returns, rebates and discounts are
recorded as a component on net sales in the period the allowances are
recognized.
Advertising
Advertising costs are expensed as incurred. Advertising expense was
$16,223 for the nine months ended September 30, 2004 and $3,082 for the nine
months ended September 30, 2003.
Income Taxes
The Company accounts for income taxes under the provisions of SFAS No.
109, "Accounting for Income Taxes." SFAS No.109 requires recognition of deferred
income tax assets and liabilities for the expected future income tax
consequences, based on enacted tax laws, of temporary differences between the
financial reporting and tax bases of assets and liabilities.
NOTE 2 - LEASES
The Company leases approximately 1,500 square feet of office space from
Flamingo Commons, LLC. The lease requires monthly lease payments of
approximately $1,200 . The lease expires in September 2005. The office space is
used as the corporate headquarters. It is located at 12535 Orange Drive, Suite
613, Davie, Florida 33330.
The Company also rents a storage facility on a month-to-month basis.
Monthly rentals for the storage facility are approximately $150.
Rental expense under these leases was approximately $15,000 for the
year ended December 31, 2003.
CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES
(formerly CBQ, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
NOTE 4 - LEASES (continued)
The minimum future lease payments under these leases for the next five
years are:
Year Ended December 31,
- -------------------------------------------
2004 $ 14,400
2005 10,800
2006 -
2007 -
2008 -
--------------
Total minimum future lease payments $ 25,200
==============
NOTE 5 - STOCK TRANSACTIONS
Common Stock
On September 9, 2002, the Company issued 100 shares of common stock for
$2,774 of start- up expenses.
On December 1, 2003, the Company issued 97,000,000 shares of common
stock to acquire Souvenir Direct, Inc. in a reverse acquisition. The 100 shares
that were previously issued were retroactively adjusted to reflect the
equivalent number of shares that were issued in connection with the reverse
acquisition. The acquisition was recorded by a credit to common stock of $9,600
and a debit to paid-in capital of $2,674 and a debit to retained earnings of
$6,926. Also on December 1, 2003, an additional 402,350,300 shares of common
stock were issued to the previous owners of CBQ, Inc. All references to stock
reflect the retroactive adjustment to the shares.
During the three months ended September 30, 2004, the Company issued
245,000 shares of common stock at $0.03 per share for legal and consulting
services valued at $7,350.
Preferred Stock
During the three months ended September 30, 2004, the Company issued
8,100 shares of preferred stock at $0.04 per share to board members for services
valued at $324. The preferred shares are convertible to common shares at a
conversion ratio of 1,000 shares of common stock for each share of preferred
stock.
CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES
(formerly CBQ, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
NOTE 6 - INCOME TAXES
As of December 31, 2003, the provision for income taxes consists of
federal income tax and Florida state income tax. The provision consists of the
following:
Current:
Federal $ -
State -
-----------------
-
Deferred tax benefit (7,300)
-----------------
Income tax benefit $ (7,300)
=================
Deferred taxes result from temporary differences in the recognition of
income and expenses for income tax reporting and financial statement reporting
purposes. The Company had deferred tax benefits of $7,300 as of December 31,
2003. These deferred tax benefits are the result of prepaid customer deposits
that are made towards future sales.
The difference between the effective income tax rate and the federal
statutory income tax rate on the income (loss) from continuing operations are
presented below:
December 31,
2003
------------------
Expense (Benefit) at the federal statutory rate of 15% $ -
Nondeductible expenses -
State Income Taxes -
Deferred Tax Benefit (7,300)
Other -
------------------
Effective Tax Expense (Benefit) $(7,300)
==================
The above table reflects activity from December 1, 2003 to December 31,
2003. Prior to December 1, 2003, the Company was an S-corporation and did not
incur income taxes. Instead, its earnings and losses were included in the
personal returns of its shareholders and taxed depending on their personal tax
situations. The 2002 financial statements do not reflect a provision for income
taxes.
NOTE 7 - LEGAL SETTLEMENTS
On December 19, 2003, the Company settled a $459,662 judgment with Bell
Microproducts, Inc. This $459,662 plus interest of $103,996 had been included in
the Company's accounts payable. Bart Fisher, a former officer and director and
principal shareholder of the Company paid the entire settlement of 3,000,000
shares of common stock and $25,000 cash. Mr. Fisher agreed to assume the
obligation to pay the settlement consideration without any consideration or
reimbursement from the Company.
CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES
(formerly CBQ, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
NOTE 7 - LEGAL SETTLEMENTS (continued)
In June 2001, ITC/INFO Tech ("Claimant") obtained a default award of
$79,000 against the Company. The award was based on non-payment for computer
goods shipped by ITC to two subsidiaries of the Company. The Company has offered
to settle the award for shares of restricted stock, but the Claimant has refused
to accept such an offer to date. The Claimant has made no effort to enforce its
award since June 2001. As of December 31, 2003 and September 30, 2004, the award
amount has been included in the accrued expenses of the Company.
NOTE 8 - CONTINGENCIES
Celeste Trust Reg., Esquire Trade, et al. v. CBQ, Inc. (Case# 03 Civ.
9650 RMB; US District Court, SDNY, 12/4/2003). A lawsuit filed against CBQ, Inc.
by three plaintiffs on or about December 4, 2003, but which the Company did not
receive notice of until the week of February 18, 2004 or thereabouts. The
plaintiffs purchased debentures issued by Socrates Technologies Corporation
(STC), a public Delaware corporation in 2000. When the Company purchased the
assets of two STC subsidiaries in March 2001, the plaintiffs allege that the
Company promised to issue to the plaintiffs and others the consideration that
was to be paid to STC for the acquired assets and to so do in order to
compensate the plaintiffs for their investment in the STC debentures, which were
apparently in default at that time. The total consideration paid for the STC
subsidiaries' assets were 7.65 million shares of Company Common Stock and a
Promissory Note made by CBQ, Inc. for $700,000 principal amount. The Company is
currently contesting the lawsuit. On April 15, 2004, the Court denied the
plaintiffs' motion for default judgment and set the case for discovery and
trial.
NOTE 9 - SUBSIDIARY
In February 2004, the Company established a new subsidiary, China
Pathfinder Fund, LLC, a Florida limited liability company. The purpose of this
new subsidiary is to pursue the business of acting as a funding and
merger-and-acquisition agent in the United States and China.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL - This discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended December 31, 2003.
PLAN OF OPERATIONS - The Company was organized for the purpose of creating a
corporate vehicle to seek, investigate and, if such investigation warrants,
acquire an interest in one or more business opportunities presented to it by
persons or firms who or which desire to seek perceived advantages of a publicly
held corporation. Since the acquisition of SDI in December 2003, the Company
continues to explore acquisition opportunities as a means of growth, but the
Company's focus is mostly on acquisitions that are consistent with, and
complementary to, its core trading
company business line.
The Company may incur significant post-merger or acquisition
registration costs in the event management wishes to register a portion of their
shares for subsequent sale. The Company will also incur significant legal and
accounting costs in connection with the acquisition including the costs of
preparing post- effective amendments, Forms 8-K, agreements and related reports
and documents.
While the Company believes that SDI will be able to generate sufficient
cash flow to pay for SDI's, China Pathfinder's and the Company's direct overhead
costs and, with respect to SDI, its internal planned growth in fiscal year 2004,
SDI does not generate sufficient cash flow at this time to fund an acquisition
program, and development of new businesses (except ones requiring low start- up
costs or which are complementary to the Company's current low-overhead
distribution operations).
The Company entered into an equity line of financing with Dutchess
Private Equities Fund, II, L.P., a Delaware limited partnership, ("Dutchess") on
August 5, 2004, to provide up to a $2,500,000 funding to the Company. Under the
equity line of financing, the Company has the right, under certain conditions,
to put or require Dutchess to purchase shares of Company Common Stock. The
shares acquired under the equity line of credit must be registered under the
Securities Act of 1933, as amended.
The Purchase Price for the Common Stock identified in the put shall be
equal to 95% of the lowest closing bid price of the Common Stock (as reported by
www.bloomberg.com) during the period commencing on the date of the put delivered
to Dutchess by the Company and ending on and including the date that is five (5)
trading days after such put date. The amount that the Company shall be entitled
to Put to the Dutchess (the "Put Amount") shall be equal to, at the Company's
election, either: (A) 200% of the average daily volume (U.S. market only) of the
Common Stock for the 20 Trading Days immediately prior to the applicable put
notice date, multiplied by the average of the three daily closing bid prices
immediately preceding the put date (as reported by www.bloomberg.com), or (B)
$100,000; provided that in no event will the Put Amount be more than $1,000,000
with respect to any single put. A put will not be honored if the purchase price
of the Common Stock does not equal or exceed 85% of the lowest closing bid price
as quoted by www.bloomberg.com for the ten Trading Day period immediately
preceding such put notice date. The proceeds from the sale of the shares under
the equity line of credit must be used for general working capital or
acquisitions by the Company.
The Company also signed a registration rights agreement with Dutchess
on August 5, 2004, which agreement obligates the Company to file a registration
statement under the Securities Act of 1933, as amended, to register the shares
of Company Common Stock to be used in the equity line of financing with
Dutchess. The Company anticipates that it will take several months to register
the shares of Common Stock underlying the equity line of credit.
The agreement with Dutchess for the equity line of credit limits the
total number of shares of Company Common Stock issuable under the equity line of
credit limits the total number of shares that can be issued to Dutchess to that
amount that equals 18% of the issued and outstanding shares of Company Common
Stock (based on 502,410,299 shares issued and outstanding). Further, the Company
is not obligated to put all or any portion of the shares to Dutchess under the
equity line of credit. The equity line of credit could be dilutive of existing
shareholders even with such limitations.
The Company, which has limited assets because of the nature of its business, and
is a penny stock company, has been unable to locate better terms and conditions
for funding and believes that the Dutchess equity line of credit presents the
best available terms under current circumstances.
The above is a summary of certain terms and conditions of the equity
line of credit. The summary is qualified in its entirety by reference to the
Investment Agreement and Registration Agreement which are attached as exhibits
to the Form 8-K as filed by the Company with the Commission on August 10, 2004.
RESULTS OF OPERATIONS - The Company had no operations during 2002. On December
1, 2003, the Company acquired all of the issued and outstanding shares of common
stock of Souvenir Direct, Inc. ("SDI"), a private Florida corporation engaged in
the business of distributing to its customers custom manufactured souvenir,
promotional and gift items manufactured in China. The financial results of SDI
for the three and nine months ended September 30, 2004 and 2003 are reflected in
the financial statements of this Report.
Prior to the spring of 2002, the Company was engaged in systems
development, the development of customized software programs for business
clients and in value-added reseller of computer hardware and software
manufactured by other companies. After the spring of 2002, the Company had no
business operations. Accordingly, comparisons with prior periods are not
meaningful.
LIQUIDITY AND CAPITAL RESOURCES. Historically, the Company has not generated
enough cash flow from operations to cover its overhead costs and the cost of
growth. The inadequacy of cash flow and the inability of the Company to
consistently obtain funding and ongoing funding on commercially reasonable terms
have undermined the former business operations of the Company and forced the
Company to obtain funding from management and through the sale of Company
securities.
The Company sought to acquire SDI because it is a low overhead
distributor operation run by two persons, with no inventory of any consequence
to finance and with the ability to grow without extensive outlays of funds. The
Company is hoping that SDI will generate enough cash flow to cover the overhead
costs of the Company and SDI and to fund the expansion of SDI's business. Any
acquisitions by the Company will most likely require third-party funding of the
acquisition and the acquired operations. As a small business and a penny stock
company, the Company will continue to face difficulty in obtaining financing or
funding on reasonable commercial terms.
The Company expects future development and expansion will be financed
through cash flow from operations and other forms of financing such as the sale
of additional equity and debt securities, capital leases and other credit
facilities. Since the Company, by the very nature of its business, has limited
assets, and is a penny stock company, there are no assurances that such
financing will be available on terms acceptable or favorable to the Company.
Further, the increase in the number of shares of common stock in the public
markets may reduce the ability or appeal of the Company to future sources of
possible financing or funding. The Company has entered into an equity line of
credit with Dutchess Private Funding, L.C. (See "Plan of Operations" in Item 2
above) whereby the Company, upon registering the underlying shares of Common
Stock under the Securities Act of 1933, as amended.
GOVERNMENT REGULATIONS - The Company is subject to all pertinent Federal, State,
and Local laws governing its business. The Company is subject to licensing and
regulation by a number of authorities in its State or municipality. These may
include health, safety, and fire regulations. The Company's operations are also
subject to Federal and State minimum wage laws governing such matters as working
conditions and overtime.
IMPACT OF INFLATION. To date, the Company has not experienced any significant
effect from inflation. The Company's major expenses have been the cost of
marketing its product lines to customers in North America. That effort involves
mostly Mr. Ullman traveling to make direct marketing and sales pitches to
customers and potential customers as well as showing the SDI products at
industry trade shows around North America and visiting China to maintain and
expand SDI's distribution and manufacturing relationships and channels. The
Company generally has been able to meet increase in costs by raising prices of
its products.
COUNTRY RISK. Almost all of the Company's contract manufacturing operations and
sources of products are located in China. As such, the Company is subject to
significant risks not typically faced by companies operating in or obtaining
products from North America and Western Europe. China has experienced
significant economic growth in the past two years and China must continue to
expand its infrastructure, especially electrical and other utilities, to sustain
such growth and its manufacturing industry. Inadequate infrastructure may affect
the ability of the Company's manufacturing sources to timely produce the
Company's products. Political, economic and trade conflicts between the United
States and China, including possible conflict over North Korea's nuclear weapons
program or the independence of Taiwan, could severely hinder the ability of the
Company to obtain products and fill customer orders from the Company's current
Chinese manufacturing sources. Further, Chinese commercial law is still evolving
to accommodate increasing capitalism in Chinese society, especially in terms of
commercial relationships and dealings with foreign companies, and can be
unpredictable in application or principal. The same unpredictability exists with
respect to the central Chinese government, which can unilaterally and without
prior warning impose new legal, economic and commercial laws, policies and
procedures. This element of unpredictability heightens the risk of doing
business in China.
China is also under international pressure to value its currency in a
manner that would increase the value of Chinese currency in respect of other
world currencies and thereby increase the cost of Chinese goods in the world
market. The Company does not believe that such revaluation of Chinese currency
would adversely impact its business because of the low-cost nature of the
Company's products and the fact that U.S. dollars is the currency of use in all
of the Company's commercial transactions.
ITEM 3. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on an evaluation conducted within 90 days prior to the filing
date of this Quarterly Report on Form 10- QSB, that the Company's disclosure
controls and procedures have functioned effectively so as to provide those
officers the information necessary to evaluate whether:
(i) this Quarterly Report on Form 10-QSB contains any untrue statement
of a material fact or omits to state a material fact necessary to make
the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this Quarterly Report on Form
10-QSB, and
(ii) the financial statements, and other financial information included
in this Quarterly Report on Form 10-QSB, fairly present in all material
respects the financial condition, results of operations and cash flows
of the Company as of, and for, the periods presented in this Quarterly
Report on Form 10-QSB.
There have been no significant changes in the Company's internal controls or in
other factors since the date of the Chief Executive Officer's and Chief
Financial Officer's evaluation that could significantly affect these internal
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
CELESTE TRUST LITIGATION. CELESTE TRUST REG., ESQUIRE TRADE, ET AL. V.
CBQ, INC. (Case# 03 Civ. 9650 RMB; US District Court, SDNY, 12/4/2003). A
lawsuit filed against CBQ, Inc. by three plaintiffs on or about December 4,
2003, but which the Company did not receive notice of until the week of February
18, 2004 or thereabouts. The plaintiffs purchased debentures issued by Socrates
Technologies Corporation (STC), a former public Delaware corporation, in 2000.
When the Company purchased the assets of two STC subsidiaries in March 2001, the
plaintiffs allege that the Company promised to issue to the plaintiffs the
consideration that was to be paid to STC by CBQ, Inc. for the acquired STC
subsidiaries' assets and to so do in order to compensate the plaintiffs for
their investment in the STC debentures, which were apparently in default at that
time. The total consideration paid for the STC subsidiaries' assets were 7.65
million shares of Company Common Stock and a Promissory Note made by CBQ, Inc.
for $700,000 principal amount. The Company is currently contesting the lawsuit.
On April 15, 2004, the Court denied the plaintiffs' motion for default judgment
and the case is being for discovery and trial. There has been no significant
developments in this lawsuit since April 15, 2004.
Sun Trust Bank line of credit and term note: Prior to being acquired by
the Company, Quantum Technology Group had a $4 million line of credit with
Crestar Bank, which was subsequently acquired by Sun Trust. This line of credit
was guaranteed by Quantum and five individual guarantors, including Ray
Kostkowski, Anne Sigman, Skip Lewis, and Anthony Saunders. This line of credit
was opened during April, 2000. On August 8, 2000, the Company acquired all of
the shares of Quantum. Sun Trust asserted that $1.3 million of the line of
credit had been used, and was owing to Sun Trust, as well as line of credit, a
$200,000 term loan from Sun Trust to Quantum, approximately $200,000 in accrued
interest and $100,000 in attorney fees - all of which Suntrust had sought to
collect from the individual guarantors. Suntrust had not sued CBQI but has
threatened to sue. RAS Investment, Inc., a company affiliated with Anne Sigman,
has advised the Company that RAS has acquired the Sun Trust note and has
demanded payment in cash or stock. The Company is considering or investigating
all of the claims in the RAS communication to the Company. As of the date of
this report, the Company's position remains as before, that is, that the Company
is not obligated to pay the Sun Trust debts and any claims made to collect that
debt could be defeated by several potential defenses and counterclaims.
ITEM 2. CHANGES IN SECURITIES
During the three months ended September 30, 2004, the Company issued
245,000 shares of common stock at $0.03 per share for legal and consulting
services valued at $7,350.
During the three months ended September 30, 2004, the Company issued
8,100 shares of preferred stock at $0.04 per share to board members for services
valued at $324. The preferred shares are convertible to common shares at a
conversion ratio of 1,000 shares of common stock for each share of preferred
stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None/Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None/Not Applicable.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
10.1 Investment Agreement, dated August 5, 2004, by Company and Dutchess
Private Equities Fund, II, L.P. (1)
10.2 Registration Rights Agreement, dated August 5, 2004, by Company and
Dutchess Private Equities Fund, II, L.P. (1)
31 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(1) Incorporated by reference from Company's Form 8-K, dated
August 6, 2004.
(b) Reports on Form 8-K.
i) Item 5 - Company name change and change of state of incorporation.
Report dated and filed May 28, 2004.
ii) Item 5 - Press release concerning listing of Company's common stock on
the Berlin Stock Exchange. Report dated and filed June 17, 2004; and
iii) Item 5 - Agreement to purchase all of the outstanding shares of Magnet
World, Inc. and Magnet World, Ltd. Report dated and filed June 21, 2004
iv) Item 5 - Investment Agreement and Registration Rights Agreement, dated
August 5, 2004, by Company and Dutchess Private Equities Fund, II, L.P.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 8th day of November, 2004.
China Direct Trading Corporation
November 11, 2004
/s/ Howard Ullman
Howard Ullman
CEO, President and Chairman
(Principal Executive Officer)
(Principal Financial and Accounting Officer)