SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
COMMISSION FILE NUMBER 0 - 23672
YIFAN COMMUNICATIONS, INC.
(Name of small business issuer in its charter)
DELAWARE 06-1607651
(state or other jurisdiction of (I.R.S. Employer
incorporation of organization) identification No.)
41-60 Main Street, Suite 210
Flushing, Queens, New York 11355
(address of principal executive office) (Zip Code)
Issuer's Telephone Number (727) 443-3434
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common
Stock, $0.008 par value
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 issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [_]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
On November 9, 2003, the issuer had a total of 13,726,951 shares of common
stock, $0.008 par value, issued and outstanding.
Transitional Small Business Disclosure Format (Check One):
Yes [_] No [X]
TABLE OF CONTENTS
Part I Financial Information
Item 1 Financial Statements
Consolidated Balance Sheets 3
Consolidated Statement of Operation for the Three-Month
Periods ended June 30, 2003 and 2002 5
Consolidated Statement of Operation for the Six-Month
Periods ended June 30, 2003 and 2002 6
Consolidated Statement of Cash Flow for the Three-Month
Period ended June 30, 2003 7
Consolidated Statement of Cash Flow for the Three-Month
Period ended June 30, 2003 8
Notes to Consolidated Financial Statements 9
Item 2 Plan of Operations 10
Part II Other Information
Item 1 Legal Proceedings 12
Item 2 Changes in Securities 12
Item 3 Default upon Senior Securities 12
Item 4 Submission of Matters to a Vote of Security Holders 12
Item 5 Other Information 12
Item 6 Reports of Form 8 - K 12
Signatures 12
2
Part I Financial Information
Item 1 Financial Statements
Yifan Communications, Inc.
Consolidated Balance Sheet
June 30, December 31,
2003 2002
ASSETS
Current Assets
Cash in banks ........................... $ 24,269 $ 17,932
Accounts receivable ..................... 109,690 242,009
Prepaid expenses ........................ 3,676 3,676
------------ ------------
Total Current Assets ....................... 137,635 263,617
------------ ------------
Fixed Assets
Computer and software equipment ......... 91,028 91,028
Accumulated depreciation ................ (60,302) (51,836)
------------ ------------
Total Fixed Assets ......................... 30,726 39,192
------------ ------------
Other Assets
Loan to Shareholder ..................... 1,000 0
Capitalized Software .................... 646,261 646,261
Goodwill ................................ 937,000 937,000
------------ ------------
Total other assets ......................... 1,584,261 1,583,261
------------ ------------
Total assets ............................... $ 1,752,622 $ 1,886,070
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable ........................ $ 2,125 $ 2,668
Wages payable............................ 8,811 9,127
------------ ------------
Total Current Liabilities .................. 10,936 11,795
Long Term Liabilities ...................... 0 0
------------ ------------
Total liabilities .......................... 10,936 11,795
------------ ------------
3
Stockholders Equity
Common Stock, $.008 par value,
Authorized 100,000,000 shares,
Issued and outstanding 13,726,951 shares .... 108,216 108,216
Additional paid-in capital ....................... 2,247,990 2,247,990
Retained earnings ................................ (614,519) (481,931)
------------ ------------
Total Stockholders' Equity ....................... $ 1,741,687 $ 1,874,275
------------ ------------
Total Liabilities and Equity ..................... $ 1,752,623 $ 1,886,070
============ ============
The accompanying notes are an integral part of these financial statements.
4
Yifan Communications, Inc.
Consolidated Statement of Income (Loss)
Three-Months Ended
June 30, June 30,
2003 2002
Income
Advertising Income .................... $ 2,230 $ 20,583
Consulting Income ..................... $ 2,253 $ 7,400
Merchandise Sales ..................... $ 0 $ 885
Other Regular Income .................. $ 5,723 $ 1,027
Product Sale Income ................... $ 29,276 $ 285,330
------------- -------------
Total Income .......................... 39,482 315,225
Less: Cost of Goods Sold .............. 25,701 232,279
------------- -------------
Gross Profit ............................. 13,781 82,946
Operating Expenses
Administrative Expenses ............... $ 3,298 $ 1,679
Professional Fees ..................... 660 375
Bank Service Charges .................. 691 1,377
Payroll Expenses ...................... 5,246 7,351
Consulting services ................... 9,784 5,300
Network Expenses ...................... 318 5,203
Auto Expense .......................... 25 1,161
Telephone expenses .................... 405 494
Travel & Entertainment ................ 0 82
Shipping and Freight .................. 220 436
------------- -------------
Total Operating Expense .................. 20,647 $ 23,458
------------- -------------
Net Operating Income (Loss) .............. ($ 6,866) $ 59,488
------------- -------------
Total Taxes ........................... 0 0
------------- -------------
Net Income (loss) after taxes ............ ($ 6,866) $ 59,488
------------- -------------
Other Income/Expense
Other Income
Dividend Income .................... 0 26
Other Income - Other ............... 0 0
------------- -------------
Total Other Income .................... 0 26
Other Expense
Bad Debts .......................... 0 0
Depreciation ....................... 4,226 4,833
Other Expenses ..................... 0 0
------------- -------------
Total Other Expense ................... 4,226 4,833
------------- -------------
Net Other Income ......................... (11,091) 54,681
------------- -------------
Net Income (loss) for the period ......... ($ 11,091) $ 54,681
============= =============
Net Income (loss) per common share ....... ($ .00) $ .00
============= =============
Weighted average number of common
shares outstanding ..................... 13,726,951 13,726,951
============= =============
The accompanying notes are an integral part of these financial statements.
5
Yifan Communications, Inc.
Consolidated Statement of Income (Loss)
Six-Months Ended
June 30, June 30,
2003 2002
Income
Advertising Income .................... $ 6,654 $ 38,744
Consulting Income ..................... $ 10,096 $ 7,400
Merchandise Sales ..................... $ 0 $ 2,903
Other Regular Income .................. $ 15,575 $ 1,027
Product Sale Income ................... $ 280,730 $ 678,830
------------- -------------
Total Income .......................... 313,055 728,904
Less: Cost of Goods Sold .............. 271,180 605,599
------------- -------------
Gross Profit ............................. 41,875 123,305
Operating Expenses
Administrative Expenses ............... $ 3,410 $ 2,332
Professional Fees ..................... 3,560 2,727
Bank Service Charges .................. 2,694 2,789
Payroll Expenses ...................... 5,246 18,270
Consulting services ................... 12,825 15,250
Network Expenses ...................... 2,812 13,937
Auto Expense .......................... 427 1,971
Telephone expenses .................... 861 886
Travel & Entertainment ................ 340 82
Shipping and Freight .................. 2,177 903
------------- -------------
Total Operating Expense .................. 34,352 $ 59,147
------------- -------------
Net Operating Income (Loss) .............. $ 7,523 $ 64,158
------------- -------------
Total Taxes ........................... 0 0
------------- -------------
Net Income (loss) after taxes ............ $ 7,523 $ 64,158
------------- -------------
Other Income/Expense
Other Income
Dividend Income .................... 1 27
Other Income - Other ............... 50 0
------------- -------------
Total Other Income .................... 51 27
Other Expense
Bad Debts .......................... 129,075 0
Depreciation ....................... 8,467 9,666
Other Expenses ..................... 2,530 0
------------- -------------
Total Other Expense ................... 140,072 9,666
------------- -------------
Net Other Income ......................... (132,497) 54,519
------------- -------------
Net Income (loss) for the period ......... ($ 132,497) $ 54,519
============= =============
Net Income (loss) per common share ....... ($ .01) $ .00
============= =============
Weighted average number of common
shares outstanding ..................... 13,726,951 13,726,951
============= =============
The accompanying notes are an integral part of these financial statements.
6
Yifan Communications, Inc.
Consolidated Statement of Cash Flows
Three-Months Ended
June 30,
2003
Cash flow from operating activities
Net income (loss) ............................. ($ 11,091)
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation and amortization ................. 4,225
(Increase) decrease in accounts receivable .... 6,483
(Increase) decrease in prepaid exp. & other ... (1,092)
Increase (decrease) in current liabilities .... 3,297
Total adjustments ................................ 12,913
----------
Net cash provided (used) by operating activities . $ 1,822
----------
Cash flows from investing activities
Cash purchases of equipment ................... 0
Capitalized Software Development .............. 0
----------
Net cash provided (used) by investing activities . 0
----------
Net increase (decrease) in cash .................. (1,822)
Cash at beginning of period ...................... 22,447
----------
Cash at end of period ............................ $ 24,269
==========
7
Yifan Communications, Inc.
Consolidated Statement of Cash Flows
Six-Months Ended
June 30,
2003
Cash flow from operating activities
Net income (loss) ............................. ($132,497)
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation and amortization ................. 8,466
(Increase) decrease in accounts receivable .... 132,319
(Increase) decrease in prepaid exp. & other ... (1,092)
Increase (decrease) in current liabilities .... (859)
Total adjustments ................................ 138,834
----------
Net cash provided (used) by operating activities . $ 6,337
----------
Cash flows from investing activities
Cash purchases of equipment ................... 0
Capitalized Software Development .............. 0
----------
Net cash provided (used) by investing activities . 0
----------
Net increase (decrease) in cash .................. (6,337)
Cash at beginning of period ...................... 17,932
----------
Cash at end of period ............................ $ 24,269
==========
The accompanying notes are an integral part of these financial statements.
8
Yifan Communications, Inc.
Notes to Consolidated Financial Statements
1 Nature of Business
Yifan Communications, Inc. (the "Company") is an Internet communications
and software development company that delivers content, community and commerce
targeted to the needs of the Chinese community in North America. The Company
provides a free service that gives its registered users access to a variety of
online features. The Company also provides Internet advertising and value-added
business services designed to enhance the Internet presence of its clients. The
Company currently operates under five principal Internet domain names
"yifan.com," "yifan.net," "yifannet.com," "gotofind.com" and "yifanmall.com."
All of the Company's Internet products and services are written in the Chinese
language. The Company's business goal is to capitalize on the growth of the
Internet among Chinese users and become a worldwide leader in the Chinese
language market.
2 Basis Of Presentation
(a) Interim Financial Statements.
The accompanying audited financial statements have been prepared in
accordance with generally accepted accounting principles.
3 Summary of Significant Accounting Policies
(a) Reverse merger method of accounting
None
(b) Use of estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
(c) Revenue recognition
During the three-month period ended June 30, 2003, the Company realized
approximately $2,230 in advertising revenue, and approximately $29,276 in
revenue from merchandising transactions. After deducting the associated cost of
goods sold, the Company's merchandising activities contributed approximately
$13,781 in gross profit. Advertising revenues are recognized when earned and
grocery diversion revenues are recognized when the products are shipped to the
purchaser.
During the three-month period ended June 30, 2002, the Company realized
approximately $20,583 in advertising revenue and approximately $285,330 in
revenue from merchandising transactions. After deducting the associated cost of
goods sold, the Company's merchandising activities contributed approximately
$82,946 in gross profit. Advertising revenues are recognized when earned and
grocery diversion revenues are recognized when the products are shipped to the
purchaser.
During the six-month period ended June 30, 2003, the Company realized
approximately $6,654 in advertising revenue, and approximately $280,730 in
revenue from merchandising transactions. After deducting the associated cost of
goods sold, the Company's merchandising activities contributed approximately
$41,875 in gross profit. Advertising revenues are recognized when earned and
grocery diversion revenues are recognized when the products are shipped to the
purchaser.
9
During the six-month period ended June 30, 2002, the Company realized
approximately $38,744 in advertising revenue and approximately $678,830 in
revenue from merchandising transactions. After deducting the associated cost of
goods sold, the Company's merchandising activities contributed approximately
$123,305 in gross profit. Advertising revenues are recognized when earned and
grocery diversion revenues are recognized when the products are shipped to the
purchaser.
In future periods, the Company expects to generate revenues from a
variety of sources including:
- Retail sales from its yifanmall.com web site
- Wholesale grocery sales, from its grocer2grocer web site
- Web solutions including software sales and web site development
- Hosting and maintenance service fees,
- Advertising service fees.
(d) Non-cash compensation and legal fees
None
(e) Net income or loss per share
Net income or loss per share is computed by dividing the net income or
loss for the period by the weighted average number of common shares outstanding
during the period.
4 Concentration of Risks
During the three-month period ended June 30, 2003, the Company
generated approximately $2,230 in advertising revenue from contracts with
DoubleClick, and 247RealMedia, Inc. It also generated approximately $29,276 in
revenue from merchandising transactions.
The Company expects the revenue from its DoubleClick and 247RealMedia
contracts to comprise the bulk of its advertising revenue until additional
advertising sponsorships can be negotiated. The Company does not anticipate a
limited customer base for its future merchandising activities.
Item 2 Plan of Operations.
Results of Operations.
At June 30, 2003, Yifan.com had $1,752,622 in total assets, including
$24,269 in cash, $113,366 in accounts receivable and prepaid expenses, $30,726
in equipment and $646,261 in capitalized software development costs. At that
date, Yifan.com had $10,936 in liabilities and net stockholders' equity of
$1,741,687.
At December 31, 2002, Yifan.com had $1,886,071 in total assets,
including $17,932 in cash, $245,585 in accounts receivable and prepaid expenses,
$39,193 in equipment, $646,261 in capitalized software development costs and
$937,000 in goodwill. At that date, the company had $11,795 in current
liabilities, resulting in a net stockholders' equity of $1,874,276.
We have never generated revenues from web hosting, software sales or
business services.
We showed a net loss of $6,866 during the three-month period ended June
30, 2003. After adjusting for $4,225 in other income/expense, our EBITDA for the
three-month period ended June 30, 2003 was a net loss of $6,865.
We showed a net loss of $132,497 during the six-month period ended June
30, 2003. After adjusting for $129,075 in bad debt expense, $4241 in non-cash
depreciation expense, and $10,946 in other income/expense, our EBITDA for the
three-month period ended June 30, 2003 was a net income of $7,523.
10
Plan of Operations for Our Company
The Company may incur operating losses in the foreseeable future due to
a high level of planned operating and capital expenditures, increased sales and
marketing costs, additional personnel costs, greater levels of product
development and our overall expansion strategy. It is likely that our operating
losses may increase in the future and we may not be able to sustain
profitability.
At June 30, 2003, we had $1,741,686 in stockholders' equity and
$134,657 in net current assets. We believe our net current assets will only be
adequate to provide for the operating and capital expenses of the company for a
short period of time from the date of this Report. Thereafter, we will need
additional capital to pay our operating expenses and finance our planned
expansion.
We will need at least $3 to $5 million in additional capital in the
near future. In addition, long-term capital requirements are difficult to plan
in the rapidly changing Internet industry. We currently expect that we will need
capital to pay our ongoing operating costs, fund additions to our portal network
and computer infrastructure, pay for the expansion of our sales and marketing
activities and finance the acquisition of complementary assets, technologies and
businesses. We intend to pursue additional financing as opportunities arise.
Our ability to obtain additional financing in the future will be
subject to a variety of uncertainties. The inability to raise additional funds
on terms favorable to us, or at all, would have a material adverse effect on our
business, financial condition and results of operations. If we are unable to
obtain additional capital when required, we will be forced to scale back our
planned expenditures, which would adversely affect our growth prospects.
We have the authority to issue 100,000,000 shares of Common Stock and
10,000,000 shares of preferred stock without a vote of the stockholders. A total
of 13,726,951 shares of Common Stock were issued and outstanding on June 30,
2003 and at the date of this Report.
The Board will have the authority to issue all or any part of our
authorized and unissued capital stock to raise additional capital or finance
acquisitions. The Board will also have the authority to fix the rights,
privileges and preferences of the holders of Preferred Stock, which may be
superior to the rights of holders of the Common Stock. It is likely that we will
seek additional equity capital and attempt to acquire other companies or
operating assets in the future as we develop our business and implement our
growth strategy. A future issuance of additional shares of Common Stock or
Preferred Stock will probably dilute the percentage ownership interest of our
current shareholders and may dilute the book value per share of the Company's
outstanding equity securities.
As a result of our limited operating history, our business model and
our growth strategy are unproven. We cannot be certain that our business model
and our growth strategy will be successful or that we will be able to compete
effectively, achieve market acceptance or otherwise address the risks associated
with our existing and proposed business activities.
Part 2 Other Information
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed to
have indefinite lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. Other intangible assets will
continue to be amortized over their useful lives. Application of the
non-amortization provisions of the Statement did not have a material effect on
our financial position or operations.
In June, 2003, Mr. Yifan He resigned his position as President and CEO of Yifan
Communications. The board of directors has appointed Mr. Michael Yung to replace
him as President and CEO.
11
As directed by Section 302(a) of the Sarbanes-Oxley Act of 2002, the SEC has
adopted rules to require an issuer's principal executive and financial officers
each to certify the financial and other information contained in the issuer's
quarterly and annual reports. The rules also require these officers to certify
that: they are responsible for establishing, maintaining and regularly
evaluating the effectiveness of the issuer's internal controls; they have made
certain disclosures to the issuer's auditors and the audit committee of the
board of directors about the issuer's internal controls; and they have included
information in the issuer's quarterly and annual reports about their evaluation
and whether there have been significant changes in the issuer's internal
controls or in other factors that could significantly affect internal controls
subsequent to the evaluation. The signature/signatures below incorporate by this
reference these certifications.
Item 1 Legal Proceedings
None
Item 2 Changes in Securites
None
Item 3 Defaults Upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Security Holders
None
Item 5 Other Information
None
Item 6 Reports on Form 8-K
None
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
November 9, 2003
Yifan Communications, Inc.
By: /s/ Michael Yung
---------------------------------------
Michael Yung, President,
Chief Executive Officer, Principal
Financial Officer, Principal Accounting
Officer and Director
12