U.S. 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 June 30, 2000. Transaction report under section 13 or 15(d) of the Securities Exchange Act - --- of 1934 for the transition period from ________ to __________. Commission File No.: 0-30851 DIGITAL VILLAGE WORLD TECHNOLOGIES, INC. (Name of small business in its charter) Nevada 88-0404114 (State or other Jurisdiction of Incorporation) (IRS Employer Id. No.) Unit 10, 8980 Fraserwood Court Burnaby, British Columbia Canada V5J 5H7 (Address of Principal Office) (Zip Code) Issuer's telephone number: (604) 438-3598 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 - --- --- Applicable only to issuers involved in bankruptcy proceedings during the past five years. Check whether the issuer has 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 practicable date. At June 30, 2000, 4,375,000 $0.001 par value common shares outstanding. Transitional Small Business Disclosure Format (Check one): Yes _______ No _______ PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS The unaudited financial statements of registrant for the three month and six month periods ended June 30, 2000, and June 30, 1999. The financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. MOEN AND COMPANY CHARTERED ACCOUNTANTS PO Box 10129 1400 IBM Tower Telephone: (604)662-8899 701 West Georgia Street Fax: (604)662-8809 Vancouver, BC V7Y 1C6 - -------------------------------------------------------------------------------- INDEPENDENT ACCOUNTANTS' REVIEW REPORT -------------------------------------- To the Directors and Shareholders of Digital Village World Technologies, Inc. (formerly Body Concepts, Corp.) (A Nevada Corporation) (A Development Stage Company) We have reviewed the accompanying Balance Sheets of Digital Village World Technologies, Inc. (formerly Body Concepts, Corp.) (A Nevada Corporation) (A Development Stage Company) as of June 30, 2000, and the Statements of Operations, Cash Flows and Changes in Stockholders' Equity for the six month period then ended. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with United States generally accepted accounting principles (GAAP). "Moen and Company" Chartered Accountants Vancouver, British Columbia, Canada January 9, 2001 DIGITAL VILLAGE WORLD TECHNOLOGIES, INC. (FORMERLY BODY CONCEPTS, INC.) (A Nevada Corporation) (A Development Stage Company) Balance Sheets June 30, 2000 and 1999 (In US Dollars) (Unaudited) 2000 1999 --------- -------- Assets Current Assets Cash and cash equivalents (note 2) $ 43,102 65,835 ========= ======== Liabilities and Stockholders' Equity Current Liabilities Accounts payable and accrued $ 550 -- --------- -------- Stockholders' Equity Capital stock (note 3) Authorized 62,500,000 common shares at $0.0004 par value Issued 4,375,000 common shares 1,750 1,750 Additional paid in capital 75,750 75,750 --------- -------- 77,500 77,500 Deficit, accumulated during the development stage (34,948) (11,665) --------- -------- 42,552 65,835 --------- -------- $ 43,102 65,835 ========= ======== Approved on behalf of the board: "Richard Wang" , Director - ---------------- "Edward Chen" , Director - ---------------- DIGITAL VILLAGE WORLD TECHNOLOGIES, INC. (FORMERLY BODY CONCEPTS, INC.) (A Nevada Corporation) (A Development Stage Company) Statements of Operations (In US Dollars) (Unaudited) Cumulative From Inception Date on Sep. 15, 1998 Quarter Ended Six Months Ended to June 30, June 30, June 30, ------------------------- ---------------------------- 2000 2000 1999 2000 1999 ------------- ------------ ---------- ---------- ------------ Revenue Interest and other income $ 2,650 $ 753 $ -- $ 1,508 $ -- ------------- ------------ ---------- ---------- ------------ Administration Costs Advertising and promotion 712 -- 224 -- 224 Accounting 2,116 -- -- 550 321 Bank charges and interest 370 102 14 135 86 Consulting 25,305 20,000 -- 20,000 5,000 Courier 18 -- -- -- -- Legal 4,500 2,000 -- 2,000 2,500 License, dues and insurance 720 -- 100 -- 200 Office costs 300 -- -- -- -- Rental and leases 2,221 (200) 1,536 300 1,836 Transfer agency and filing fees 1,336 (60) 140 200 761 ------------- ------------ ---------- ---------- ------------ 37,598 21,842 2,014 23,185 10,928 ------------- ------------ ---------- ---------- ------------ Loss for the period $ 34,948 $ 21,089 $ 2,014 $ 21,677 10,928 ============= ============ ========== ========== ============ Basic loss per share $ (0.00) $ (0.00) $ (0.00) (0.00) ============ ========== ========== ============ Diluted loss per share $ (0.00) $ (0.00) $ (0.00) (0.00) ============ ========== ========== ============ Weighted average number of common shares used to compute basic and fully diluted loss per share 4,375,000 4,375,000 4,375,000 4,375,000 ============ ========== ========== ============ See Accompanying Notes and Independent Accountants' Review Report (A Nevada Corporation) (A Development Stage Company) Consolidated Statement of Cash Flows (In US Dollars) (Unaudited) Cumulative From Inception Date on Sep. 15, 1998 Quarter Ended Six Months Ended to June 30, June 30, June 30, ----------------------------- ----------------------------- 2000 2000 1999 2000 1999 --------------- --------------- ------------ -------------- ------------- Cash derived from (used for) Operating activities Loss for the period $ (34,948) $ (21,089) $ (2,014) $ (21,677) $ (10,928) Changes in non-cash working capital items Accounts payable and accrued 550 (344) -- 550 -- --------------- --------------- ------------ -------------- ------------- (34,398) (21,433) (2,014) (21,127) (10,928) --------------- --------------- ------------ -------------- ------------- Financing activities Issuance of shares for cash 77,500 -- -- -- -- --------------- --------------- ------------ -------------- ------------- Cash, increase (decrease) during the period 43,102 (21,433) (2,014) (21,127) (10,928) Cash, beginning of period 64,535 67,849 64,229 76,763 --------------- --------------- ------------ -------------- ------------- Cash, end of period $ 43,102 $ 43,102 $ 65,835 $ 43,102 $ 65,835 =============== =============== ============ ============== ============= DIGITAL VILLAGE WORLD TECHNOLOGIES, INC. (FORMERLY BODY CONCEPTS, INC.) (A Nevada Corporation) (A Development Stage Company) Statement of Changes in Stockholders' Equity From Date of Inception on September 15, 1998 to June 30, 2000 (In U.S. Dollars) (Unaudited) Deficit Accum- Number of Additional Total ulated During Total Common par Paid-in Capital The Develop- Cumulative Stockholders' Shares Value Capital Stock ment Stage ranslation Equity --------------------------------------------------------------------------------- 9/15/98 issuance of common stock for cash 1,000,000 $1,000 $ 1,500 $ 2,500 $ 2,500 12/31/98 issuance of common stock for cash 750,000 750 74,250 75,000 75,000 Net loss for the year ended December 31, 1998 (737) (737) ------------------------------------------------------------------------------- Balance, December 31, 1998 1,750,000 1,750 75,750 77,500 (737) 76,763 Net loss for the year ended December 31, 1999 (12,534) (12,534) ------------------------------------------------------------------------------- Balance, December 31, 1999 1,750,000 1,750 75,750 77,500 (13,271) 64,229 Balance, May 19, 2000 before forward split 1,750,000 1,750 75,750 77,500 (13,271) 64,229 =============================================================================== 05/19/00 2.5 to 1 forward split 4,375,000 1,750 75,750 77,500 (13,271) 64,229 Net loss six months ended June 30, 2000 (21,677) (21,677) ------------------------------------------------------------------------------- Balance, June 30, 2000 4,375,000 $1,750 $75,750 $ 77,500 $(34,948) $ 42,552 =============================================================================== See Accompanying Notes and Independent Accountants' Review Report Note 1. ORGANIZATION AND NATURE OF BUSINESS The Company was incorporated under the laws of the State of Nevada on September 15, 1998, as Body Concepts, Inc. On May 25, 2000 the Company changed its name from Body Concepts, Inc. to Digital Village World Technologies, Inc. On May 19, 2000 the Company increased its authorized capital stock from 25,000,000 common shares with a par value of $0.001 to 62,500,000 common shares with a par value of $0.0004. On May 19, 2000 the Company completed a 2.5:1 forward split of its outstanding stock. This forward split increased the number of issued and outstanding shares from 1,750,000 common shares to 4,375,000 common shares. The Company has offices in Burnaby, British Columbia, Canada. Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These financial statements have been prepared in accordance with Accounting Principles Generally Accepted in the United States ("USGAAP). Development Stage Company The accompanying financial statements have been prepared in accordance with the provisions of Statement of Financial Accounting Standard No. 7, "Accounting and Reporting by Development Stage Enterprises". Use of Estimates The preparation of financial statements in conformity with USGAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of cash on deposit and highly liquid short- term interest bearing securities with a maturity at the date of purchase of three months or less. Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd) Income Taxes Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statement at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in FASB Statement No. 109, Accounting for Income Taxes. As changes in tax laws or rate are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Compensated Absences Employees of the corporation are entitled to paid vacations, sick days and other time off depending on job classification, length of service and other factors. It is impractical to estimate the amount of compensation for future absences, and accordingly, no liability has been recorded in the accompanying financial statements. The corporation's policy is to recognize the costs of compensated absences when paid to employees. Net Loss Per Share The Company adopted Statement of Financial Accounting Standards No. 128 that requires the reporting of both basic and diluted earnings per share. Basic earnings per share is computed by dividing net income available to common shareowners by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contacts to issue common stock were exercised or converted into common stock. In accordance with FASB 128, any anti-dilution effects on net loss per share are excluded. Disclosure About Fair Value of Financial Instruments The Company has financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of all financial instruments at June 30, 2000 as defined in FASB 107, does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheet. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd) Concentration of Credit Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents which are not collateralized. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high credit quality financial institutions. Note 3. CAPITAL STOCK a) Authorized: 62,500,000 common shares with a par value of $0.0004. b) Issued and outstanding as at June 30, 2000 are as follows: Additional Issued Number of Share Paid-in Date Shares Capital Capital Total ----------- ------------ ----------- ------------ ----------- private placement 15/09/1998 1,000,000 $ 1,000 $ 1,500 $ 2,500 private placement 12/31/1998 750,000 750 74,250 75,000 --------- --------- --------- --------- Balance 12/31/1998 1,750,000 1,750 75,750 77,500 --------- --------- --------- --------- Balance 12/31/1999 1,750,000 1,750 75,750 77,500 --------- --------- --------- --------- Balance, before forward split 5/19/2000 1,750,000 $ 1,750 $ 75,750 $ 77,500 ========= ========= ========= ========= 2.5:1 forward split 5/19/2000 4,375,000 $ 1,750 $ 75,750 $ 77,500 ========= ========= ========= ========= Balance 6/30/2000 4,375,000 $ 1,750 $ 75,750 $ 77,500 ========= ========= ========= ========= Note 4. INCOME TAXES a) The most recent Federal Income Tax filing for the Company for the US was for the year ended December 31, 1999, disclosing no income taxes payable to the US Internal Revenue Service. b) There is a loss of $34,948 carried forward that may be applied towards future profits. No deferred income taxes are recorded as an asset. A reserve has been claimed that offsets the amount of tax credit available from use of the loss carry forward because there is presently no indication that these tax losses will be utilized. Note 5. FINANCIAL INSTUMENTS The Company's financial instruments consist of cash and cash equivalent and accounts payable and accrued. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial statements approximated their carrying values. Note 6. PENSION AND EMPLOYMENT LIABILITIES The Company does not have liabilities as at June 30, 2000, for pension, post-employment benefits or post-retirement benefits. The Company does not have a pension plan. Note 7. UNAUDITED FINANCIAL INFORMATION The accompanying financial information as of June 30, 2000 is unaudited. These financial statements include all of the adjustments which, in the opinion of management, are necessary to fair presentation of the Company's financial position and results of operations. All such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the Company's audited financial statements at December 31, 1999. Note 8. SUBSEQUENT EVENTS The Company filed Form 8-K on December 18, 2000, which included the following: a) Changes in control of Registrant Digital Village World Technologies, Inc. (the "Registrant") entered into a share exchange agreement, dated as of December 18, 2000 (the "Share Exchange Agreement") by and among, the Registrant, Digital Village World Technologies (Canada) Ltd. ("DVC"), Tianjin Teda Yu Cheung Group Co. Ltd. (the "Founding Shareholder") and the shareholders of DVC named therein (the "DVC Shareholders", together with the Founding Shareholder, the "Shareholders"). Pursuant to the share Exchange Agreement, on December 18, 2000 (the "Closing"), the Registrant acquired from the shareholders all of the shares of DVC (the "Acquisition") in exchange for eight million four hundred and ninety thousand (8,490,000) shares of the Registrant's common stock representing 65.77% of the issued and outstanding shares of the Registrant after giving effect to the Acquisition. On the Closing Mr. Howard Gelfant and Mr. James Wosk resigned from the board of directors. Pursuant to the terms of the Share Exchange Agreement, Mr. Stephen Dadson and Mr. Mu Zhankui became members of the board of directors of the Registrant. The directors then elected Mr. Stephen Dadson as the Chief Executive Officer. The following table sets forth certain information after giving effect to the issuance of the securities at the Closing with respect to the beneficial ownership of the outstanding shares of common stock by the Registrant's directors, executive officers and each person known to the Registrant who owns in excess of 5% of the outstanding shares of common stock and the directors and executive officers of the Registrant as a group. Each person listed below has personal and sole beneficial ownership of the shares of common stock listed with their name: Total Number Percentage Name Of Shares Ownership ---------------------------------------------------------------------------------------------------------- Tianjin Teda Yu Cheung Group Co. Ltd. 6,000,000 46.6% Richard Wang 1,000,000 7.8% Peng Chen 1,000,000 7.8% Brian Roberts 250,000 1.9% Zun Zhao Li 1,000,000 7.7% Karen Dadson 1,000,000 7.7% Mu Zhankui 500,000 3.9% All Directors and Executive Officers (4 persons) 2,750,000 13.7% b) Acquisition or Disposition of Assets. The information set forth above under "(a) above, Change in Control of Registrant" is incorporated herein by reference. As described in (a) above, pursuant to the Share Exchange Agreement, the Registrant acquired all of the issued and outstanding stock of DVC. In consideration therefor, the Registrant issued to the Shareholders eight million four hundred and ninety thousand (8,490,000) shares of the Registrant's common stock. The consideration for the acquisition of DVC was negotiated on an arms length basis. DVC is a Canadian company incorporated in the Province of British Columbia. DVC is an internet content provider that provides bi-lingual content and technical services to companies in China, and provides third party internet services such as web design, web hosting and content development for firms that specialize in naturopathic and traditional eastern health sciences in North America. c) Changes in Registrant's Certifying Accountant (i) On December 28, 2000 the Company advised Parker and Co. that it would not be appointed as the Company's auditors for the year ended December 31, 2000. (ii) During either of the past two fiscal years, and any subsequent interim period, Parker and Co. reports on the Company's financial statements have not contained adverse opinions or disclaimers of opinion. During either of the past two fiscal years, and any subsequent interim period, there have not been any disagreements between Parker and Co. and the Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure or any reportable events between Parker and Co. and the Company. (iii) The Company requested Parker and Co. to furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made by the Company in response to this section and, if not, stating the respects in which it does not agree. The Company delivered a copy of the Form report to Parker and Co. on December 28, 2000. The Company will file such letter as an amendment to the Form, (iv) On December 28, 2000, the Board of Directors of the Company appointed Moen and Company as independent auditors of the Company for the fiscal year ended December 31, 2000. Prior to the engagement of Moen and Company, neither the Company nor anyone on its behalf consulted with such firm regarding the application of accounting principles to a specified transaction whether completed or uncompleted, or type of audit opinion that might be rendered on the Company's financial statements. d) Other Events. (i) Registrant has moved its principal executive offices from 4750 Table Mesa Drive, Boulder, Colorado, 80303 to 8980 Fraserwood Court, Unit 10, Burnaby B.C., Canada, T5J 5HJ. (ii) The Registrant adopted a new trading symbol of "DVWT" (iii) The Registrant's new CUSIP number is 25388R109 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following discussion should be read in conjunction with the accompanying financial statements for the three-month periods ended June 30, 2000 and 1999; the six month periods ended June 30, 2000 and 1999, and the Form 10-SB filed by the Company on June 21, 2000. Special Note Regarding Forward-Looking Statements: Certain statements in this report and elsewhere (such as in other filings by the Company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company or its management and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Results of operations - comparison of the three month periods ended June 30, 2000 and June 30, 1999. Revenue for the quarter continued to be solely interest earned on deposited funds and was $753 versus nil in 1999. Expenses during the quarter were $21,842 versus $2,014 in the corresponding quarter in 1999. As a result, for the quarter ended June 30, 2000, the Company had a net loss of $21,089, as compared to a loss of $2,014 for the same quarter of 1999. The Company continues to seek business opportunities and is still developing its business plan which is expected to be finalized during the fourth quarter of 2000. The cash balance at the end of the period was $43,102 compared to $65,835 in 1999. This reduction was primarily due to consulting fees in respect to development of a corporate Business Plan and operating expenses. Net cash used during the current three month period was $21,433 compared to $2,014 during the same period of the prior year. The Company continues to be reliant on cash available in order to fund its limited operations. There can be no assurance that additional financing, if required, will be available to the Company in amounts or on terms that are acceptable. Results of operations - comparison of the six month periods ended June 30, 2000 and June 30, 1999. Revenue for the six month period ended June 30, 2000 was generated solely from interest earned on deposited funds and was $1,508 as compared to nil in the same period of 1999. Expenses during the six month period were $23,185 as compared to expenses of $10,928 in the same period of 1999. The principal variations were in areas of consulting fees in respect to development of a corporate Business Plan. Net cash used during the six month period was $21,127 compared to $10,928 during the same period of the prior year. Plan of Operations For the fiscal year ending December 31, 2000, and for the succeeding twelve months, the Company expects to continue its efforts to locate a suitable business acquisition candidate and thereafter to complete a business acquisition transaction. The Company anticipates incurring a loss for the fiscal year as a result of expenses associated with compliance with the reporting requirements of the Securities Exchange Act of 1934, and expenses associated with locating and evaluating acquisition candidates. The Company does not expect to generate revenues until it completes a business acquisition, and, depending upon the performance of the acquired business, it may also continue to operate at a loss after completion of a business combination. Need for Additional Financing The Company believes it may require additional capital in order to pay the costs associated with carrying out its plan of operations and the costs of compliance with its continuing reporting obligations under the Securities Exchange Act of 1934, as amended, for the fiscal year ending December 31, 2000 and for the succeeding twelve months. This additional capital may be required whether or not the Company is able to complete a business combination transaction during the current fiscal year. Furthermore, once a business combination is completed, the Company's needs for additional financing are likely to increase substantially. No specific commitments to provide additional funds have been made by management or other stockholders, and the Company has no current plans, proposals, arrangements or understandings to raise additional capital through the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that any additional funds which may be required will be available to the Company to allow it to cover its expenses. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The Exhibits listed below are filed as part of this filing: 27.1 - Financial Data Schedule (b) No reports on Form 8-K were filed by the Company for the quarter ended June 30, 2000. 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. DIGITAL VILLAGE WORLD TECHNOLOGIES INC. By:/S/ RICHARD WANG Richard Wang, President Date: January 18, 2001 By:/S/ PENG CHEN Peng Chen, Director Date: January 18, 2001