UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2003
As amended May 23, 2003
------------------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _________________
Commission file number: 000-29915
---------------------------------
CHINA XIN NETWORK MEDIA CORPORATION
-----------------------------------
(Exact name of small business issuer as specified in its charter)
FLORIDA 65-0786722
- ------------------------------- -------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1111 Brickell Avenue, 11th Floor, Miami, Florida 33130
------------------------------------------------------
(Address of principal executive offices)
Tel: (305) 913-7163 Fax: (866) 300-9671
---------------------------------------
(Issuer's telephone number)
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: 112,902,401 as of April 23, 2003.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
TABLE OF CONTENTS
PART I-- FINANCIAL INFORMATION...........................................2
Item 1. Financial Statements..........................................2
Item 2. Plan of Operation.............................................3
PART II-- OTHER INFORMATION..............................................6
Item 1. Legal Proceedings.............................................6
Item 3. Defaults Upon Senior Securities...............................6
Item 4. Submission of Matters to a Vote of Security Holders...........6
Item 5. Other Information.............................................6
Item 6. Exhibits and Reports on Form 8-K..............................6
SIGNATURES............................................................7
CERTIFICATION.........................................................8-10
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
At the end of this filing are attached the financial statements for China Xin
Network Media Corporation and subsidiary, for the period ending March 31,
2003, which are submitted in compliance with item 310 (b) of Regulation SB.
China Xin Network Media Corporation and Subsidiary
(A Development Stage Company)
Financial Statements
March 31, 2003
Contents
Review Engagement Report F-1
Unaudited Consolidated Interim Balance Sheet F-2
Unaudited Consolidated Interim Statements of Operations and
Comprehensive Income (Loss) F-3
Unaudited Consolidated Interim Statement of Stockholders' Deficiency F-4
Unaudited Consolidated Interim Statement of Cash Flows F-5
Unaudited Consolidated Interim Notes to Financial Statements F-6-12
-2-
Item 2. Plan of Operation.
The Company
- -----------
CHINA XIN NETWORK MEDIA CORPORATION is a Florida-registered and Miami-based
custom market research firm which will provide business intelligence to
Fortune 2000 companies seeking to enter or enhance their market presence in
the People's Republic of China.
The Company was incorporated on October 19, 2000, to acquire the
exclusive commercialization rights to the most reliable and timely
financial, economic and business financial information on the People's
Republic of China, published by the China Economic Information Network
(CEINet), an official government agency of the State Development
and Planning Commission.
CXN is a development stage company, which means it is in the process of
developing and growing its business. The company has incurred losses since
its inception, and it anticipates that it will continue to incur losses in
the foreseeable future. CXN will be unable to continue as a going concern
if it is unable to earn sufficient revenues from its operations or raise
additional capital through debt or equity financings to meet its working
capital obligations. Management is addressing this concern with a plan of
equity and debt financing.
Operations
- ----------
CXN originally had operations in Montreal and Beijing before being scaled
back due to a company-wide reorganization. In October 2002, George Lee
assumed control of CXN.
In January 2003, Mr. George Lee, the President of the Company, brought
in a new management team and also concluded a new arrangement with CEINet,
where CXN Media will launch a new joint venture providing custom market
research and business intelligence on mainland China, to companies seeking
to enter the market or expand their market share.
CXN will offer a range of products and services for its clients. The planned
product line includes the following:
* Education and Awareness
* Market Research & Analysis
* Consulting Services
* Market Data Access (MDX)
* Marketing and Outreach
The underlying data that supports all of CXN's offerings is based on a
sophisticated metadata framework and search engine that brings together
vast amounts of information on the PRC. The data is provided to CXN by
its China-based partner and official government agency of the State
Development and Planning Commission, the China Economic Information
Network, CEINet.
Bamboo Networks has been engaged by CXN to develop the new search engine.
-3-
Capital Needs
- -------------
At the end of March 31, 2002, the company had current liabilities of
$749,335 and approximately US $170 of cash. The President & CEO, Mr. George
Lee continues to cover the costs of the company by providing the funds to pay
rent, telephone and other expenses related to keeping the offices of CXN
operational. Total loans by directors has increased to over $308,168 by
March 31, 2003.
CXN will be unable to continue as a going concern if it is unable to earn
sufficient revenues from its operations or raise additional capital through
debt or equity financings to meet its working capital.
In the meantime it is expected that management will provide sufficient
Cash via interim loans or convertible loans to continue operations, until a
more permanent solution is attained.
On February 12, 2003, the Company signed a letter of intent with Fusion
Capital Fund LLC for a US$10,000,000 structured loan. At the same time these
negotiations were ongoing, CXN received similar financing offers from Cornell
Capital partners and Newbridge Securities Inc., all subject to due diligence.
Product Research & Development
- -------------------------------
Under the responsibility of David Doran, Director of Marketing and Dr. Len
Sellers, the COO and CTO of CXN, the companies offerings have been completely
revamped to create a product line which will be of higher value added to the
end user and greater overall price point and profit to CXN Media and its
China-based partner, CEINet.
* Education and Awareness:
CXN provides the latest information, bulletins and white papers on
select industries, businesses, public policy actions and technological
innovations focused on international companies that want to understand
the Chinese marketplace.
* Market Research & Analysis:
CXN market research provides detailed assessments, statistical analysis,
research and reports for comprehensive industry, economic and policy
insight into China.
* Consulting Services:
CXN consulting services provide management consulting services to clients
who are looking to enter or expand their presence in the Chinese
marketplace.
* Market Data Access (MDX):
CXN Market Data utilizes the extensive competitive differentiation of CXN
and CEInet through the metadata engine providing the most up to date
electronic information at the fingertips of their clients. Through
extensive use of the technology, CXN clients can create custom queries
and reports on any topic maintained within the database.
-4-
* Marketing and Outreach
CXN provides information relevant to business in China to select or wide
audiences.
Staff & Directors
- -----------------
Since the company-wide reorganization there have been significant changes to
staff and Directors, the new team is:
Mr. George Lee, CEO & Chairman of the Board:
George Lee is a graduate of Georgetown University, with a Bachelors Degree
in Foreign Service. He held a staff position on Capital Hill as Legislative
Correspondence to Senator Bill Bradley of New Jersey. Mr. Lee is also Managing
Director of Foreign Resources Corporation of Hong Kong and is President and
Director of Canadian Resource Corporation. He accepted the position of CEO
in November 2002.
Mr. Lee has a strong business background in dealing with the cultural and
business environment in the People's Republic of China. He has done business
in China for nearly a decade and speaks fluent Mandarin. He is the driving
force behind the recent contract signed with CEInet, which is disclosed in
the accompanying notes.
Dr. Len Sellers, Director and Chief Operations Officer:
Len Sellers received his Ph.D. in Communication from Stanford University.
He was a managing director for Razorfish from 1998 to 2001. He is an emeritus
professor at San Francisco State University, and is also the CEO of
Hammer2Avnil, Inc. and serves on the advisory boards of Nexus Global Partners
and Embrace, Inc. He accepted the position of COO in January 2003.
David Doran, Director of Marketing:
David Doran has been appointed the Director of Marketing for CXN. He has an
MBA from the University of Southern California, and extensive experience in
strategic alliances, marketing strategies and strategic planning for companies
across a variety of industries. Mr. Doran was with A.T. Kearney, a division of
Electronic Data Systems, for seven years and consulted to many U.S., Asian, and
multinational companies. Clients included BHP, ConAgra Foods, GE Power Systems,
General Motors, Georgia Pacific, Kellogg's, National Car Rental and United
Technologies. Most recently, Mr. Doran lead Global Alliances at Manugistics,
an e-business software firm providing supply chain and pricing optimization
solutions. He focused on executive alliances of global system integration firms.
His clients included IBM Business Consulting, KPMG/Bearing Point, Accenture,
and Cap Gemini Ernst & Young Consulting.
Bill Mavridis, Director of Administration:
Bill Mavridis has been working in the financial services industry for over 12
years. In 1996 he was instrumental in launching the Corporate Finance and
Underwriting department of Pro-Genesis Securities Inc. a Montreal based Boutique
brokerage firm. While at the brokerage firm he was responsible for the
-5-
capitalization and public listing of Niocan Inc. He later worked as Sales
Manager for Triglobal Capital Management a Montreal based Financial Services
firm. Company. In 1998 he started his private consulting practice, primarily
focused on assisting start-ups and small cap companies in the area of Investor
Relations, Business Modeling and Corporate Finance. Before joining CXN, he
was a founder and VP Business Development for an emerging exploration company
called Monster Copper Resources. Mr. Mavridis majored in Economics at
Concordia University in Montreal, and also attended the School of Community
and Public Affaires.
Barry Brault, Corporate Controller:
Mr. Brault has recently joined CXN as Corporate Controller. The last two years
he was with Integrated Communications Consultants Corporation (ICCC) as their
Chief Financial Officer. ICCC is a start-up CLEC/ISP. He was involved in all
inancial aspects of the company, including treasury, accounting and financial
reporting. Prior to ICCI, Mr. Brault was employed by Paramount Pictures for 15
years, most recently as the Executive Director, Treasury Operations. Over this
eriod he served within the accounting and finance divisions of the Paramount
assuming greater roles of responsibility with each promotion. Prior to his last
position, he was the Director of Financial Reporting for Paramount, which
included SEC reporting.
Prior to Paramount Pictures, he was employed by international accounting firm
Coopers & Lybrand (now PriceWaterhouse Coopers). He spent over five years with
Coopers & Lybrand, and most of his clients were SEC-reporting clients in the
Telecommunications, Public Utility and Oil, and Gas & Mining sectors of
industry. Barry is a certified public accountant, a member of the American
Institute of Certified Public Accountants, and holds a B.S. degree in accounting
from Villanova University.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
The company is actively pursuing an arrangement for outstanding loans due
to Hughes Benoit and Peter Wood of Ontario, Canada. The two lenders collectively
loaned CDN $250,000 and have sought relief through court action to collect.
While the company does not question that this amount is owed to the parties,
it does question the validity on how the transaction was entered into and to
certain terms of the transaction.
On January 31, 2003, Benoit and Woods received a default judgment from Quebec
Superior Court. CXN is presently seeking to reverse the judgment on various
grounds , including, inter alia, that CXN was not properly notified to appear
and present its case . CXN legal counsel considers that it has a valid defense
to this action, and has been instructed to vigourously contest all actions.
Item 2. Changes in Securities.
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
-6-
Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable
Item 5. Other Information.
Not Applicable
Item 6. Exhibits and Reports on Form 8-K.
On January 9, 2003, the Company filed an 8-K to announce an S-8 filing to
provide compensation to Terence Byrne.
On April 9, 2003, the Company filed an S-8, Employee Stock Option Plan. In the
plan 15,000,000 shares were registered of which 8,150,000 were issued on April
18, 2003.
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.
CHINA XIN NETWORK MEDIA CORPORATION
Date: May 9, 2003 /s/ GEORGE LEE
----------------------
Mr. George Lee, President & CEO
China Xin Network Media Corporation
and Subsidiary
(A Development Stage Company)
Consolidated Interim Financial Statements
For the Period Ended March 31, 2003
and
Cumulative Period From October 19, 2000
(date of inception)
to March 31, 2003
China Xin Network Media Corporation and Subsidiary
(A Development Stage Company)
Financial Statements
March 31, 2003
Contents
Review Engagement Report F-1
Unaudited Consolidated Interim Balance Sheet F-2
Unaudited Consolidated Interim Statements of Operations and
Comprehensive Income (Loss) F-3
Unaudited Consolidated Interim Statement of Stockholders' Deficiency F-4
Unaudited Consolidated Interim Statement of Cash Flows F-5
Unaudited Consolidated Interim Notes to Financial Statements F-6-12
-7-
REVIEW ENGAGEMENT REPORT
To the Shareholders of
China Xin Network Media Corporation and Subsidiary
(A Development Stage Company)
I have reviewed the consolidated interim balance
sheet of China Xin Network Media Corporation and
Subsidiary (a development stage company) as at
March 31, 2003 and the consolidated interim
statements of operations and comprehensive income
(loss) and cash flows for the period then ended
from October 19, 2000 (date of inception) to
March 31, 2003. My review was made in
accordance with generally accepted standards in the
Unites States of America for review engagements and
accordingly consisted primarily of enquiry,
analytical procedures and discussion related to
information supplied to me by the Company.
A review does not constitute an audit and
consequently I do not express an audit opinion on
these interim consolidated financial statements.
Based on my review, nothing has come to my
attention that causes me to believe that these
interim consolidated financial statements are not,
in all material respects, in accordance with
generally accepted accounting principles in the
United States of America.
/s/Franco La Posta
- -------------------
Chartered Accountant
Franco La Posta, CA
Montreal, Quebec, April 21, 2003
-F1-
China Xin Network Media Corporation and Subsidiary
(A Development Stage Company)
Consolidated Interim Balance Sheet
As at March 31, 2003
(Unaudited)
Mar 31,2003
US$
-----------
Assets
Current
Cash $ 170
Accounts Receivable 2,279
Receivable use tax 8,638
---------
11,087
Capital Assets (Note 2 (d) ) 127,961
---------
$ 139,048
Liabilities
Current
Accounts payable $ 246,379
Due to officers and employees 308,168
Other short term loans 194,788
---------
749,335
---------
Shareholders' Deficiency
Common stock - $.001 par value, 150,000,000 Shares
Authorized - Shares issued and outstanding-104,752,401 104,752
Paid-in capital deficency 962.997
Accumulated deficit during the development stage (1,678,036)
-----------
(610,287)
-----------
$ 139,048
See accompanying notes
Approved on Behalf of the Board:
/s/ GEORGE LEE
- ----------------
GEORGE LEE, Chairman & Director
/s/ LEN SELLERS
- ------------------------
LEN SELLERS, COO & Director
-F2-
China Xin Network Media Corporation and Subsidiary
(A Development Stage Company)
Consolidated Interim Statements of Operations and Comprehensive Income(Loss)
(Unaudited)
From From Cumulative
October 1,2002 October 1,2001 period ended
to to October 19,2000
March 31,2003 March 31,2002 to March 31, 2003
US$ US$ US$
----------------- ----------------- ---------------------
Income $ - $ 31,261 $ 35,067
Expenses
Selling,general
and admin.
expenses (331,384) (383,639) (1,713,103)
Loss before
Provision for
Income Taxes (331,384) (352,378) (1,678,036)
Provision for
Income Taxes - - -
Comprehensive
Net (Loss) (331,384) (352,378) (1,678,036)
========= ========= ===========
Basic:
Net loss $ (.00) $ (.00) $(0.00)
Fully Diluted $ (.00) $ (.00) $(0.00)
Weighted Avg
Number of
Common Shares
Outstanding 104,452,401 53,816,657 104,452,401
Fully Diluted
Weighted Aveg.
Number of
Common Shares 104,452,401 53,816,657 104,452,401
See accompanying
notes
-F3-
China Xin Network Media Corporation and Subsidiary
(A Development Stage Company)
Consolidated Interim Statements of Stockholders' Deficiency
For the Period from October 19, 2000 to March 31, 2003
(Unaudited)
US$
Accumulated US$
US$ Deficit Accumulated US$
Additional during the other Stock US$
Common Stock US$ Paid-in Development Comprehensive Subscriptions Stockholders'
Shares Amount Capital Stage Income(Loss) Receivable Deficiency
$ $ $ $ $ $
---------- ----------- ----------- ----------- -------------- ------------ ----------
Balances at
June 30,2002 56,877,109 56,877 297,013 (1,241,247) - - (887,357)
Loss for the period
ending September 30,
2002 - - - (105,405) - - (105,405)
Loss for the period
October 1,2002-
March 31, 2003 - - - (331,384) - - (331,384)
Issuance of Common
Stock in exchange
For debt and services 47,575,292 47,575 666,284 - - - 713,859
104,452,401 104,452 963,297 (1,678,036) - - (610,287)
See accompanying notes
-F4-
China Xin Network Media Corporation and Subsidiary
(A Development Stage Company)
Consolidated Interim Statements of Cash Flows
For the Period Ended
(Unaudited)
From From Cumulative
October 1,2002 October 1,2001 period ended
to to October 19, 2000
March 31, March 31, to
2003 2002 March 31, 2003
US$ US$ US$
Cash Flows from Operating Activities
Net loss (331,384) (352,378) (1,678,036)
Adjustments to reconcile net loss to net
cash used for operating activities:
Depreciation 15,675 (2,761) 49,800
Increase in Accounts Payable 14,000 - 14,000
Increase in recoverable use tax 7,860 20,118 8,638
Increase in accrued expenses (4.875) 177,414 233,379
Decrease in accrued expenses
- related parties - (112) -
Decrease in accounts receivable - (35,799) 2,269
Decrease in prepaid and deposits 979 - -
Increase in advances to officers 38,334 - -
Increase in amounts due to officers
and employees 280,051 (4,330) 308,168
Net cash used for operating activities 21,090 (192,326) (1,062,782)
--------- --------- -----------
Net Cash used for Operating Activities
Cash Flows from Investing Activities
Purchase of capital assets (21,389) (11,762) (185,398)
---------- ------- ---------
Net Cash used for Investing Activities (21,389) (11,762) (185,398)
---------- ------- ---------
Cash Flows from Financing Activities
Write-off deficit to Paid-in-Capital - - 139,877
Write-off compreh. income to Pd in Cap-tal - - 10,807
Write-off stock subscription receivable - - 196,349
(Decrease)in bank indebtedness - - (20,119)
Increase in short term loans - - 194,788
(Decrease) in loans-related party - - (37,247)
(Decrease) in loans payable (643,892) 170,166 -
Increase in capital stock 35,483 3,485 104,752
Increase in paid-in capital 608,409 - 659,143
------- ------- ---------
Net Cash Provided by Financing Activities - 173,651 1,248,350
------- ------- ---------
Net(Decrease)Increase in Cash (299) (30,437) 170
Cash Beginning of Period 469 77,784 -
Cash End of Period 170 47,347 170
Supplemental disclosure of non-cash flow information:
Cash paid during the year for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
$ - $ - $ -
See accompanying notes
-F5-
China Xin Network Media Corporation and Subsidiary
(A Development Stage Company)
Notes to Consolidated Interim Financial Statements
As at March 31, 2003
(Unaudited)
1. BACKGROUND AND ORGANIZATION
China Xin Network Media Corporation (the Company) is a Florida registered
company. The Company is a provider of financial, economic and business
information on China. CXN presently operates from its operating company
whose head office is located in Montreal. These consolidated financial
statements represents the transactions of its wholly owned Canadian
subsidiary, China Xin Network (Canada) Inc.
The Company was incorporated on October 19, 2000 to acquire the exclusive
commercialization rights to the most reliable and timely financial,
economic and business financial information on China, published by an
agency of the People's Republic of China, the China Economic Information
Network (CEINet). On May 25, 2001, the Company signed an exclusive
agreement with CEINet. Under the terms of the agreement, the Company will
be the preferred provider of financial, economic and business information
on China. Subscribers will depend on the Company's financial news,
in-depth research reports and market reviews, which will be written and
edited using the best available practices and quality control expected
by a global audience.
CXN originally had operations in Montreal and Beijing before being scaled
back due to a company wide reorganization. In October 2002, George Lee
assumed control of CXN.
In January 2003, Mr. George Lee, the President of the Company brought
in a new management team and also concluded a new arrangement with CEINet,
where CXN Media will launch a new joint venture providing custom market
research and business intelligence on Mainland China, to companies seeking
to enter the market or expand their market share.
-F6-
China Xin Network Media Corporation and Subsidiary
(A Development Stage Company)
Notes to Consolidated Interim Financial Statements
As at March 31, 2003
(Unaudited)
1. BACKGROUND AND ORGANIZATION continued
Under the new agreement CEINet interest in CXN Media is 25% and
non-dilutive below 20% for the next 4 years. CEINEt will also
receive 5% of gross revenue and 2 board seats.
2. ACCOUNTING POLICIES
a) Basis of Presentation
The Company is considered to be a development stage company as of
March 31, 2002 since planned principal operations have not yet
commenced.
b) Principles of Consolidation
The accompanying consolidated financial statements include the accounts
of the Company from October 19, 2000 and its wholly-owned subsidiary,
CXN from October 19, 2000 herein after referred to together as the
("Companies") after elimination of any significant intercompany
transaction and accounts.
c) Cash and Cash Equivalent
The Company considers highly liquid investments with maturities of
three months or less at the time of purchase to be cash equivalents.
d) Furniture, Fixtures and Equipment
Furniture, fixtures and equipment are recorded at cost less
accumulated depreciations which is provided on the straight-line
basis over the estimated useful lives of the assets which range
between three and seven years. Expenditures for maintenance and
repairs are expensed as incurred.
-F7-
China Xin Network Media Corporation and Subsidiary
(A Development Stage Company)
Notes to Consolidated Interim Financial Statements
As at March 31, 2003
(Unaudited)
2. ACCOUNTING POLICIES continued
e) Income Taxes
The Company accounts for income taxes in accordance with the "liability
method" of accounting for income taxes. Accordingly, deferred tax assets
and liabilities are determined based on the difference between the
financial statement and tax bases of assets and liabilities, using the
enacted tax rates in effect for the year in which the differences are
expected to reverse. Current income taxes are based on the respective
periods' taxable income for federal, state and foreign income tax
reporting purposes. As at December 31, 2002, these amounts were Nil.
f) Earnings Per Share
Earnings per common share is computed pursuant to SFAS No. 128
"Earnings Per Share". Basic earnings per share is computed as net income
(loss) available to common shareholders divided by the weighted average
number of common shares outstanding for the period. Diluted earnings per
share reflects the potential dilution that could occur from common shares
issuable through stock options, warrants and convertible preferred stock.
g) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America 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 date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
h) Fair Value Disclosure at March 31, 2003
The carrying value of recoverable use tax, accrued expenses - related
party, and loans from related party is a reasonable estimate of their
fair value.
-F8-
China Xin Network Media Corporation and Subsidiary
(A Development Stage Company)
Notes to Consolidated Interim Financial Statements
As at March 31, 2003
(Unaudited)
2. ACCOUNTING POLICIES continued
i) Effect of New Accounting Standards
The Company does not believe that any recently issued accounting
standards,not yet adopted by the Company, will have a material impact
on its financial position and results of operations when adopted.
During June 2001, SFAS No. 141, "Business Combinations" was issued. This
standard addresses financial accounting and reporting for business
combinations. All business combinations within the scope of SFAS 141
are to be accounted for using one method - the purchase method. Use
of the pooling-of-interests methods is prohibited. The provisions of
SFAS141 apply to all business combinations initiated after June 30, 2001.
During June 2001, SFAS No. 142, "Goodwill" and Other Intangible Assets"
was issued. This standard addresses how intangible assets that are
acquired individually or with a group of other assets (but not those
acquired in a business combination) should be accounted for in financial
statements upon their acquisition. SFAS 142 also addresses how goodwill
and other intangible assets should be accounted for after they have been
initially recognized in the financial statements. The provision of SFAS
142 is effective for fiscal years beginning after December 15, 2001.
3. GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal
course of business. The Company has not established revenues sufficient
to cover its operating costs and allow it to continue as a going concern.
Until such time the company is raising investments capital to cover its
ongoing operating costs.
-F9-
China Xin Network Media Corporation and Subsidiary
(A Development Stage Company)
Notes to Consolidated Interim Financial Statements
As at March 31, 2003
(Unaudited)
4. PROVISION FOR INCOME TAX
Income taxes are provided for the tax effects of transactions reported
in the financial statements and consist of taxes currently due plus
deferred taxes related to differences between the financial statement
and income tax bases of assets and liabilities for financial statement
and income tax reporting purposes. Deferred tax assets and liabilities
represent the future tax return consequences of these temporary
differences, which will either be taxable or deductible in the year
when the assets or liabilities are recovered or settled. Accordingly,
measurement of the deferred tax assets and liabilities attributable to
the book-tax basis differentials are computed by the Company at a rate
of approximately 34% for federal and 6% for state.
5. COMMITMENTS AND CONTINGENCIES
a) Insurance
The Company maintains adequate property and general liability insurance.
At the date of the Balance Sheet, the Company is not aware of any claims.
b) Rent
The Company leases office space under temporary lease expiring in June
2003. Minimum monthly payments are approximately $1,100.
6. SUBSEQUENT EVENTS
Significant Changes to Key Management and Share Capital
Management Changes
- ------------------
On September 9, 2002, in a move to restructure the Company, Mr. Raymond
Boisvert resigned from the Company as President and Director. Based on
the founders agreement Mr. Boisvert sold the 50% interest in 3884368
Canada Inc. for $1.00 to Mr. Jean-Francois Amyot. This transfer resulted
in Mr. Amyot becoming the beneficial owner of all the founders shares
amounting to 18,743,768.
-F10-
China Xin Network Media Corporation and Subsidiary
(A Development Stage Company)
Notes to Consolidated Interim Financial Statements
As at March 31, 2003
(Unaudited)
6. SUBSEQUENT EVENTS continued
As part of the restructuring the Company, in order to harmonize and
better control both its costs and content, transferred its editorial
operations, previously carried out in Beijing, to its Montreal Head
Office.
In further developments, on October 25, 2002, Mr. Jean-Francois Amyot,
the Company's Chairman and CEO, stepped down from management and Mr.
George Lee, became China Xin Network Media's overall Chairman and CEO.
Mr. Amyot transferred all his shares in 3884368 Canada Inc., to Mr. Lee,
giving Mr. Lee the beneficial ownership of all of the outstanding shares
of 3884368 Canada Inc. As of the date of this report, Mr. Lee was also
the sole Director of the Company, following the resignation of Mr. David
Dingwall from the Board.
On January 6, 2003, Mr. Terence Byrne was engaged by CXN as a consultant
to assist the company in business development and its marketing effort.
In February, Mr. Byrne took on the position of CFO for the Corporation.
Due to personal reasons, Mr. Byrne resigned from the corporation in
March 2003.
On January 24, 2003, the company announced the appointment of Dr. Len
Sellers as Chief Operating Officer and Chief Technology Officer.
On January 30, 2003, Mr. David Doran was appointed Director of Marketing.
Subsequent to the end of this quarter, on April 15, 2003, Mr. Barry
Brault was appointed as Corporate Controller.
Share Capital
- -------------
The total outstanding warrants to be issued amount to 9,373,667 which are
exercisable at US 0.30. As of the date of these statements, these warrants
have not been issued.
On March 11, 2003, CXN has agreed and has issued an additional 25,840,246 of
restricted common shares to CEINet, as part of the framework of the joint
venture between CXN and CEINet.
-F11-
On March 11, 2003, an additional 60,000 restricted shares were issued to
directors of CXN.
CXN still lacks sufficient capital to pay key employees and consultants, as
part of a remuneration package, CXN has granted shares by way of 2 different
S-8 filings.
On January 9, 2003 CXN issued 2,000,000 shares to Terrence Byrne as his
compensation.
Subsequent to the end of the quarter, on April 9, 2003 CXN registered
15,000,000 as part of its Employee Stock Option Plan. On April 18, 2003 CXN
authorized the issuance of 8,150,000 shares from the plan.
CXN has also issued 300,000 restricted shares of the corporation to Fusion
Capital as a non-refundable fee with respect to its negotiation of a
$10,000,000 structured equity offering. Due diligence on the deal is still
ongoing.
-F12-
CERTIFICATIONS
==============
I, George Lee, certify that:
1) I have reviewed this quarterly report on Form 10-QSB of China Xin Network
Media (CXIN);
2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit 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;
3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6) The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 23,2003
By:/s/ GEORGE LEE
- -----------------
George Lee
Chief Executive Officer
-9-
I, Barry F. Brault, certify that:
1) I have reviewed this quarterly report on Form 10-QSB of China Xin Network
Media (CXIN);
2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit 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;
3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
-9-
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6) The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 23,2003
By: /s/ BARRY F. BRAULT
- -----------------------
Barry F Brault
Corporate Controller (acting as Chief Financial Officer)
-10-