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 Quarter Ended December 31, 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: (514) 338-3805 Fax: 514-338-1163
---------------------------------------
(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: 140,395,401 as of December 31, 2003.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
TABLE OF CONTENTS
PART I-- FINANCIAL INFORMATION...........................................2
Item 1. Financial Statements.......................................F-F9
Item 2. Plan of Operation.............................................3
Item 3. Controls and Procedures.......................................5
PART II-- OTHER INFORMATION..............................................5
Item 1. Legal Proceedings.............................................5
Item 2. Changes in Securities.........................................4
Item 3. Defaults Upon Senior Securities...............................5
Item 4. Submission of Matters to a Vote of Security Holders...........5
Item 5. Other Information.............................................5
Item 6. Exhibits and Reports on Form 8-K..............................6
SIGNATURES...............................................................9
CERTIFICATION...........................................................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 December 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
December 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
-2-
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
December 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 December 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
- -------------------
FRANCO LA POSTA, CA
Chartered Accountant
Montreal, Quebec
February 10, 2004
-F1-
China Xin Network Media Corporation and Subsidiary
(A Development Stage Company)
Consolidated Interim Balance Sheet
As at December 31, 2003
(Unaudited)
Dec. 31, 2003
US$
-----------
Assets
Cash $ 5,000
Sales Tax Receivable 6,388
R&D Refundable Taxes 212,308
---------
223,696
Fixed Assets 25,672
Goodwill 200,000
--------
449,368
Liabilities
Current
Accounts payable $ 302,872
Due to officers and employees 173,968
Loan Payable 868,579
---------
1,345,419
---------
Contingencies (see Noted 5) -
Shareholders' Deficiency
Common stock - $.001 par value, 500,000,000 Shares
Authorized - Shares issued and outstanding-140,395,401 140,396
Paid-in capital deficiency 1,104,421
Accumulated deficit during the development stage (2,140,858)
-----------
(896,051)
-----------
$ 449,368
Approved on Behalf of the Board:
// MICHAEL TREMIS
- -----------------------
MICHAEL TREMIS, Director
Feb 20, 2004
-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
Oct. 1, 2003 Oct. 1, 2002 period ended
to to October 19,2000
Dec. 31, 2003 Dec. 31, 2002 to Dec. 31, 2003
US$ US$ US$
----------------- ----------------- ---------------------
Income $ - $ - $ 34,616
Expenses
Selling, general
and admin.
expenses 76,892 110,238 (2,175,474)
Loss before
Provision for
Income Taxes (76,892) (110,238) (2,140,858)
Provision for
Income Taxes - - -
Comprehensive
Net (Loss) (76,892) (110,238) (2,140,858)
========= ========= ===========
Basic:
Net loss $ (.00) $ (.00) $(0.00)
Fully Diluted $ (.00) $ (.00) $(0.00)
Weighted Avg.
Number of
Common Shares
Outstanding 140,395,401 76,552,155 140,395,401
Fully Diluted
Weighted Avg.
Number of
Common Shares 156,435,735 85,925,822 156,435,735
See accompanying
notes
-F3-
China Xin Network Media Corporation and Subsidiary
(A Development Stage Company)
Consolidated Interim Statements of Stockholders' Deficiency
For the Period from October 19, 2000 to December 31, 2003
(Unaudited)
US$
Accumulated
US$ Deficit
Additional during the US$
Common Stock US$ Paid-in Development Stockholders'
Shares Amount Capital Stage Deficiency
$ $ $ $
---------- ----------- ----------- ----------- ----------
Balances at
June 30,2003 115,902,401 115,903 1,011,849 (2,063,966) (936,214)
Loss for the period
July 1, 2003 -
December 31, 2003 - - - (76,892) (76,892)
Issuance of Common
Stock in exchange
For debt and services 24,493,000 24,493 92,562 - 117,055
140,395,401 140,396 1,104,411 (2,140,858) (896,051)
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
Oct. 1, 2003 Oct. 1, 2002 period ended
to to October 19,2000
Dec. 31 Dec. 31, to
2003 2002 Dec. 31, 2003
U.S. U.S. U.S.
$ $ $
--------- --------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss (76,892) (110,238) (2,140,858)
Adjustments to reconcile net loss to net
Cash used for operating activities:
(Increase) in R&D Refundable Tax (212,308) - (212,308)
Depreciation - 9,763 -
Decrease (Increase) in Sales Tax Rec (6,388) 7,860 (6,388)
(Decrease) Increase in accrued expenses - (4,875) 231,077
Decrease in accrued expenses - related parties - - -
Decrease in accounts payable (2,513) - (2,513)
Decrease in prepaid and deposits - 979 -
Decrease in amounts due to officers (305,359) 38,334 173,968
Increase in amounts due to officers and employees - 58,656 -
Loss on Disposal of Capital Assets - - 121,563
- ------------------------------------------ --------- --------- -----------
NET CASH USED FOR OPERATING ACTVITIES (603,660) 479 (1,835,459)
- ------------------------------------------ --------- --------- -----------
CASH FLOWS FROM INVESTING ACTVITIES
Purdhase of Goodwill (200,000) - (200,000)
Purchase of Capital Assets (25,672) (778) (211,070)
- ------------------------------------------ -------- ------- ----------
NET CASH USED FOR INVESTING ACTIVITIES (225,672) (778) (411,070)
- ------------------------------------------ -------- ------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Write-off deficit to Paid-in-Capital - - 139,877
Write-off comprehensive income to Paid in Capital - - 10,807
Write-off stock subscription receivable - - 196,349
Decrease in short term loans (194,788) - 194,788
(Decrease) in loans-related party - - -
(Decrease) Increase in loans payable (868,579) (643,892) 868,579
Increase in capital stock 24,493 8,832 135,069
Increase in paid-in capital 92,562 635,060 900,848
- ------------------------------------------ ------- ------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 790,846 - 2,251,529
- ------------------------------------------ ------- ------ ---------
Net (Decrease) Increase in Cash (38,486) (299) 5,000
Cash- Beginning of Period 43,486 469 -
- ------------------------------------------ ------- -------- -------
Cash - End of Period 5,000 170 5,000
- ------------------------------------------ ------- -------- -------
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 FINANCIAL STATEMENTS
AS AT DECEMBER 31, 2003
1. BACKGROUND AND ORGANIZATION
CHINA XIN NETWORK MEDIA CORPORATION is a Florida-registered corporation.
Until October 29, 2003 the registrant was pursuing its business plan of
developing a custom market research firm which would provide business
intelligence to Fortune 2000 companies seeking to enter or enhance their market
presence in the People's Republic of China, with its partner, The China
Economic Information Network (CEINet), an official government agency of the
State Development and Planning Commission.
On October 29, 2003 the registrant announced that it would be seeking to
mutually terminate its joint venture agreement with CEINet. The board had
agreed that this decision was necessary, due to CXN's continued inability
to meet its obligations under its agreement.
On December 2, 2003, the registrant, concluded the acquisition of Montreal
(Canada) based Bio-Tracking Security Inc.(Bio-Tracking). Under the terms of
the transaction, CXN acquires 100% of the outstanding shares of the Bio-
Tracking, in exchange for 100,000,000 shares of CXN. As a result of this
transaction Bio-Tracking is now a wholly-owned subsidiary of CXN.
Bio-Tracking of Montreal, Quebec, designs and manufactures vehicle and asset
tracking and security systems, based on patented, Inertial Navigation,
Biometric Fingerprint Identification and Spread Spectrum Communication
technologies.
2. ACCOUNTING POLICIES
a) Basis of Presentation
The Company is considered to be a development stage company as of December 31,
2003 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.
- F6 -
CHINA XIN NETWORK MEDIA CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT DECEMBER 31, 2003
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,
2003, 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.
2. Accounting Principles Cont'd
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 December 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.
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.
- F7 -
CHINA XIN NETWORK MEDIA CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT DECEMBER 31, 2003
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.
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
Insurance
- ---------
The Company does not maintain any property and general liability insurance.
At the date of the Balance Sheet, the Company is not aware of any claims.
Contingencies
- -------------
On November 7, 2003, CXN entered into an agreement with 3884368 Canada Inc.,
one of its major shareholders controlled by Jean-Francois Amyot. Under the
terms of the agreement, 3884368 Canada Inc., took full responsibility to settle
CXN's total liabilities totalling $974,700 USD. CXN issued 97,470,000 shares to
3884368 Canada Inc. as settlement of debt on its balance sheet. The debt
is considered as a contingency to CXN until all outstanding claims are settled.
- F8-
CHINA XIN NETWORK MEDIA CORPORATION AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS AT DECEMBER 31, 2003
6. SUBSEQUENT EVENTS
Significant Changes to Key Management and Share Capital
Management Changes
- ------------------
On January 23, 2004, a shareholders meeting was held in presence of shareholders
representing majority controlling interest. The shareholders voted and approved
the following:
1) Nomination of Mr. Michael Tremis as Director, Chairman, President and CEO
of CXN
2) Approved the new CXN/Bio-Tracking business plan
On January 29, 2004, the Board of Directors completed the appointed of Mr.
Michael Tremis as Chairman, President and CEO. Following this nomination Mr.
Jean-Francois Amyot resigned as Director and all office of the registrant.
Mr. Benoit Brier also resigned as Director of CXN.
Changes in Share Capital
- ------------------------
There were 100,000,000 restricted Shares issued on January 4, 2004 to complete
The acquisition of Bio-Tracking. At which time a note for $868,569 was cancelled
Which was issued as collateral until the shares were ready for delivery from the
Transfer agent. Furthermore the shares for the Agreement of the settlement of
Debts of CXN with 3884368 Canada Inc. were issued in January 2004.
At the time of this filing there are an estimated 337,865,401 shares
outstanding. The registrant also has a commitment to issue 6,666,667 warrants
exercisable at $0.03 to subscribers of a private placement of April 2003.
Furthermore the original seed investors in CXN are owed 9,373,667 exercisable at
$0.30. The warrants expire 2 years following their registration.
- F9 -
Item 2. Plan of Operation.
The Company
- -----------
CHINA XIN NETWORK MEDIA CORPORATION is a Florida-registered corporation.
Until October 29, 2003 the registrant was pursuing its business plan of
developing a custom market research firm which would provide business
intelligence to Fortune 2000 companies seeking to enter or enhance their market
presence in the People's Republic of China, with its partner, The China
Economic Information Network (CEINet), an official government agency of the
State Development and Planning Commission.
On October 29, 2003 the registrant announced in a press release and 8-K filing
that it would be seeking to mutually terminate its joint venture agreement
with CEINet. The board had agreed that this decision was necessary, due to
CXN's continued inability to meet its obligations under its agreement.
As previously reported in press releases dated November 26, 2003 and
December 2, 2003, the registrant, has concluded the acquisition of Montreal
(Canada) based Bio-Tracking Security Inc.(Bio-Tracking). Under the terms of
the transaction, CXN acquires 100% of the outstanding shares of the Bio-
Tracking, in exchange for 100,000,000 shares of CXN.
The closing of the transaction occurred December 2, 2003, as a result of
which Bio-Tracking is now a wholly-owned subsidiary of CXN, and the
current holders of the outstanding common shares of Bio-Tracking, have
received restricted common shares of CXN.
Bio-Tracking of Montreal, Quebec, designs and manufactures vehicle and asset
tracking and security systems, based on patent pending, Inertial Navigation,
Biometric Fingerprint Identification and Spread Spectrum Communication
technologies.
At a shareholders' meeting on January 23, 2004, Mr. Michael Tremis was
appointed to the Board of Directors and nominated as President, CEO and
Chairman of CXN to lead the company. The registrant expects to change the
name and symbol of CXN shortly, to better reflect it current business plan.
Operations
- ----------
The registrant operates its Bio-Tracking subsidiary from Montreal, Canada
at 3080 Brabant-Marineau, Montreal, Quebec, Canada, H4A 1K7.
The company has a new product and service offering in the field of automotive
security which, once installed, becomes a platform for new in-vehicle
information, communication and entertainment products. In addition to effective
theft prevention, this platform demonstrates measurable value for the vehicle
owner, driver, dealership, manufacturer, insurance company and law enforcement
agency. Combining a programmable computer with a biometric identification
system, wireless interconnection methods and inertial tracking technology, the
system can offer such features as driver privilege control, remote shutdown
and unlock, and tracking under the most extreme circumstances. The antitheft
system, which has already been prototyped and field tested, far exceeds the
-3-
industry's current standard features, effectiveness, and overall value. The
next generation system can offer two-way messaging and remote diagnostics.
The registrant plans to launch in Q1 of 2004 by raising funds in the capital
markets before the end of fiscal year end, July 31, 2004, and the registrant
plans to establish concurrently the necessary relationships for quick market
impact. Concentrating on customer markets in major metropolitan areas, the
focus will be divided into consumer sales through dealerships, fleet sales
through direct relationships, and the exploration of critical markets in cargo
logistics and construction equipment. The registrant expects to raise
US$4,000,000 through the markets. A second round projected in 2006 will provide
expansion capital to new territories.
Mr. Michael Tremis will be assembling a top notch management team and a seasoned
board of directors who will ensure that the business stays on track and executes
the strategic plans. In order to gain maximum shareholder value, and address
competitive factors, the company will position itself strategically for a joint
venture in the North American marketplace within 18 months. With a worldwide
customer market including emerging opportunities in India and China, Bio-
Tracking a has the potential to become one of the truly great players in the
automotive and asset sector.
Capital Needs
- -------------
CXN anticipates that it will be required to raise an additional $4 million to
fund the current plan of growth and existing operations through June 30, 2004.
The principal source of capital has been equity financing from investors and
founders. Meeting the future financing requirements is dependent on access to
equity capital markets. CXN may not be able to raise additional equity when
required or may have to borrow on terms that may be dilutive to existing
shareholders.
At the end of December 31, 2003, the company had current liabilities of
476,840 and US $5,000 of cash. There is also a loan payable of $868,579 which
represents security for the acquisition of Bio-Tracking. The security was issued
until the certificates were ready from the transfer agent for delivery to the
shareholders of Bio-Tracking.
Contingencies
- -------------
On November 7, 2003, CXN entered into an agreement with 3884368 Canada Inc.,
one of its major shareholders controlled by Jean-Francois Amyot. Under the
terms of the agreement, 3884368 Canada Inc., took full responsibility to settle
CXN's total liabilities totalling $974,700 USD. CXN issued 97,470,000 shares to
3884368 Canada Inc. as settlement of debt on its balance sheet. The debt
is considered as a contingency to CXN until all outstanding claims are settled.
-4-
Item 3. Controls and Procedures
Within the ninety (90) days prior to the date of filing this Quarterly Report
on Form 10-QSB, the Company carried out an evaluation of the effectiveness of
the design and operation of its disclosure controls and procedures pursuant to
Exchange Act Rule 15d-14. The evaluation was carried out under the supervision
of the Company's Chief Executive Officer and Chief Financial Officer and with
the participation of its management group. Based upon that evaluation, the
Chief Executive Officer and the Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective in alerting them on
a timely basis to material information that is required to be included in our
periodic SEC filings. Subsequent to the date of that evaluation, there have
been no significant changes in the Company's internal controls or in other
factors that could significantly affect internal controls, nor were any
corrective actions required with regard to significant deficiencies and
material weaknesses.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
On November 7, 2003, CXN entered into an agreement with 3884368 Canada Inc.,
one of its major shareholders, controlled by Jean-Francois Amyot, where all
the liabilities of CXN, totalling US$974,700, were settled for the issuance of
97,470,000 shares of CXN.
All liabilities including outstanding litigation for payment of outstanding
loans of CDN$250,000 due to Peter Wood and Hughes Benoit are being settled by
3884368 Canada Inc.
Item 2. Changes in Securities.
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable
Item 5. Other Information and Subsequent events
On October 29, 2003, CXN announced the appointment of Jean-Francois as Chairman
and the resignation of Mr. George Lee.
-5-
On November 7, 2003, CXN entered into an agreement with 3884368 Canada Inc.,
one of its major shareholders controlled by Jean-Francois Amyot. Under the
terms of the agreement, 3884368 Canada took full responsibility to settle CXN's
total liabilities totalling $974,700 USD. For this agreement, 3884368 Canada
Inc. was issued 97,470,000 restricted shares.
On November 11, 2003, a special shareholders meeting was held in presence of
shareholders representing majority controlling interest. The shareholders
approved the nomination of Jean-Francois Amyot as Chairman, President and CEO as
well as the removal of Len Sellers, Li Kai and Chungheng Wang as Directors and
officers of the company in the case may be. The shareholders subsequently
approved the termination of the agreement with CEINet. Voted to increase the
share to 500,000,000 common shares and 30,000,000 preferred shares.
On November 26, 2003, CXN announced that it had concluded an agreement with
shareholders of Bio-Tracking Security Inc., to acquire 100% of the outstanding
shares in a share for share exchange 100,000,000 shares.
On December 2, 2003, CXN announce that is had concluded the acquisition of Bio-
Tracking Security Inc.
On December 11, 2003, the amended articles of incorporation were filed with the
state of Florida and effective December 15, 2003. Certificate of good standing
received on December 11, 2003.
Subsequent to end of the Quarter:
On January 23, 2004, a shareholders meeting was held in presence of shareholders
representing majority controlling interest. The shareholders voted and approved
the following:
1) Nomination of Mr. Michael Tremis as Chairman, President and CEO of CXN
2) Approved the new CXN/Bio-Tracking business plan
On January 29, 2004, the Board of Directors completed the appointed of Mr.
Michael Tremis as Chairman, President and CEO and Jean-Francois Amyot resigned
as Chairman and all office of the registrant. Mr. Benoit Briere also resigned as
director.
Item 6. Reports on Form 8-K and Exhibits
The following 8-K fillings were completed in the recent quarter by the
registrant:
On October 29, 2003, an 8-K was filed disclosing change of control and
the resignation of George Lee. Mr. Jean-Francois Amyot was nominated to the
board of Directors and appointed President and CEO and Chairman of the
registrant.
On November 13, 2003, an 8-K was filed disclosing that the debt of the
registrant was assumed by 3884368 Canada Inc. for the issuance of 97,400,000.
The removal of Lens Sellers, Li Kai and Chunzheng Wang as directors of
the corporation as well as the removal of Len Sellers as COO and CTO was
approved by 51% of the shareholders of the corporation.
-6-
On December 17, 2003, an 8-K was filed disclosing the completion of the
acquisition of Bio-Tracking for the issuance of 100,000,000 restricted shares
of CXN.
Exhibits
99.1 Press Release Dated January 29, 2004 Appointment of New Chairman
Exhibit 99.1
CXN Media Corporation: Shareholders Appoint New Chairman
MIAMI, Jan 29, 2004 (BUSINESS WIRE) -- China Xin Network Media Corporation
(OTCBB:CXIN) announced today that further to a shareholders meeting held on
January 23, 2004, Michael Tremis was appointed as Chairman, President and CEO
and Mr. Jean-Francois Amyot has resigned all office with the company but will
remain with the company over the next 3 months to assure a proper transition.
"Michael Tremis' undeniable management experience and reputation, industry
contacts and enthusiastic energy will enable the company to recruit high level
management and board members to continue to build the company into a leader of
the Telematics industry," said Mr. Jean-Francois Amyot. "Having Mr. Tremis
onboard is a remarkable advantage for the company since Mr. Tremis is a true
entrepreneur. His career is built on taking concepts and making them into multi
million dollar companies. One such concept is Jungle Adventure, where he
co-founded the company and grew it to 11 locations and $15 million in revenue
in only 2 years. We are very confident that Mr. Tremis will create a similar
impact on our company," further added Mr. Amyot.
"I am very pleased to join this company, the innovative products and services
offered by Bio-Tracking represent a tremendous opportunity," said Michael Tremis
.. "Over the course of the next 3 months, we will begin to demonstrate this
opportunity to shareholders and customers. The very reputable management team
being assembled will be the first testament of the potential of this company,
the second will be the rapid generation of revenue and earnings and the third
will result in the creation of sustainable shareholder value for years to come,"
further added Mr. Tremis.
Michael Tremis was the founder of Datatek, a technology start-up where he grew
sales to over $6 million in only 9 months before the company was sold to a
Chicago interest. Mr. Tremis was also the Founder of American Eagle Homes of
Florida and co-founder of Jungle Adventure. Mr. Tremis has also occupied several
high level management positions with Fortune 1000 companies including GLR
Fashion, a retailing chain where he managed to restructure the company from the
verge of bankruptcy to an operating profit of 16% within only one year.
About Bio-Tracking Security Inc.
Bio-Tracking of Montreal, Quebec, designs and manufactures vehicle, asset
tracking and security systems, based on a patent pending, Inertial Navigation,
Biometric Fingerprint Identification, voice communication technology and Spread
Spectrum Communication technologies.
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Bio-Tracking is an innovative, forward-thinking firm that employs cutting edge
technology practises with a blended approach to consumer oriented products.
The company is firmly committed to achieving and maintaining industry leadership
in what has become the fastest growing, security related market in Canada and
the U.S. www.bio-tracking.com
SAFE HARBOR STATEMENT
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
: The statements, contained in this release which are not historical facts may
be deemed to contain forward-looking statements with respect to events, the
occurrence of which involves risk and uncertainties including, without
limitation, demand and competition for the Company's products and services, the
availability to the company of adequate financing to support its anticipated
activities, the ability of the Company to generate cash flow from its operations
and the ability of the Company to manage its operations.
SOURCE: China Xin Network Media Corp.
CONTACT: China Xin Network Media Corp.
Mr. Jean-Francois Amyot, 514-820-9347 (IR)
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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: February 19, 2004 //s MICHAEL TREMIS
-----------------------
MICHAEL TREMIS,
President, CEO & Chairman
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CERTIFICATION
==============
I, Michael Tremis, 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: February 20,2004
By: //S MICHAEL TREMIS
- ---------------------------------
MICHAEL TREMIS
Chief Executive Officer & acting Chief Financial Officer
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In Connection with the quarterly report of China Xin Network Media Corporation
(the "Company") on Form 10-QSB for the period ending December 31, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I Michael Tremis, President of the Company, certify, to the
best of my knowledge, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant
to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d)of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: February 20, 2004
//S MICHAEL TREMIS
- -----------------------------
MICHAEL TREMIS
President and acting Chief Financial Officer
CXN Media Corp
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