SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 2003
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number: 000-30802
CHINA VENTURES LIMITED
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(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS N/A
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(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
999 BRICKELL AVENUE
SUITE 600
MIAMI, FLORIDA 33131
- -------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(305) 810-2898
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X ] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Ordinary Shares, $0.001 par value; outstanding on September 30, 2003: 247,500
TABLE OF CONTENTS
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets 3
Statements of Operations 4
Statement of Changes in Stockholders' Deficiency 5
Statements of Cash Flows 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
CHINA VENTURES LIMITED
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
Sep 30, December 31,
2003 2002
-------- --------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 72 $ 33
-------- --------
Total current assets 72 33
-------- --------
Total assets $ 72 $ 33
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Due to related party $ 8,000 $ 8,000
-------- --------
Total current liabilities 8,000 8,000
Stockholders' equity (deficiency)
Common stock - $.001 par value, 50,000,000 shares
authorized, 252,550 issued and outstanding 252 252
Less treasury stock (5) (5)
Additional paid-in capital 49,185 42,285
Subscription receivable (250) (250)
Deficit accumulated during the development stage (57,110) (50,249)
-------- --------
Total stockholders' equity (deficiency) (7,928) (7,967)
-------- --------
Total liabilities and stockholders' equity $ 72 $ 33
======== ========
See accompanying notes to financial statements.
3
CHINA VENTURES LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
Sep 30, 2003 Sep 30, 2002
------------- -------------
(UNAUDITED) (UNAUDITED)
ADMINISTRATIVE EXPENSES
Accounting and legal fees $ 735 $ 192
--------- ---------
NET LOSS $ (735) $ (192)
========= =========
BASIC & DILUTED NET LOSS PER
SHARE $ (0.00) $ (0.00)
SHARES USED IN THE CALCULATION
OF BASIC & DILUTED NET LOSS PER
SHARE 249,604 249,604
See accompanying notes to financial statements.
4
CHINA VENTURES LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
(UNAUDITED)
Deficit
Common Stock Additional Stock Accumulated
--------------------- Treasury Paid-In Subscription During the
Shares Amount Stock Capital Receivable Dev. Stage Total
-------- -------- -------- ---------- ------------ ----------- --------
Inception (12/10/99 to 12/31/99)
Issuance of Common Stock
($.001 per share) 250,050 $ 250 - - $ (250) - -
Sale of Common Stock
($6 per share) 2,500 2 - $ 14,998 - - $ 15,000
Net Loss - - - - - $(20,928) (20,928)
-------- -------- -------- -------- -------- -------- --------
Balance 12/31/99 252,550 $ 252 - $ 14,998 $ (250) $(20,928) $ (5,928)
Additional Capital Contribution - - - 14,925 - - 14,925
Treasury stock as of 5/1/00 - - $ (5) - - - (5)
Net Loss - - - - - (16,881) (16,881)
-------- -------- -------- -------- -------- -------- --------
Balance 12/31/00 252,550 $ 252 $ (5) $ 29,923 $ (250) $(37,809) $ (7,889)
Additional Capital Contribution - - - 6,410 - 6,410
Net loss - - - - - (6,504) (6,504)
-------- -------- -------- -------- -------- -------- --------
Balance 12/31/01 252,550 $ 252 (5) $ 36,333 $ (250) $(44,313) $ (7,983)
Additional Capital Contribution - - - 5,952 - - 5,952
Net loss - - - - - (5,936) (5,936)
-------- -------- -------- -------- -------- -------- --------
Balance 12/31/02 252,550 $ 252 $ (5) $ 42,285 $ (250) $(50,249) $ (7,967)
Additional Capital Contribution - - - 6,150 - - 6,150
Net loss - - - - - (6,126) (6,126)
-------- -------- -------- -------- -------- -------- --------
Balance 06/30/03 252,550 $ 252 $ (5) $ 48,435 $ (250) $(56,375) $ (7,943)
Additional Capital Contribution - - - 750 - - 750
Net loss - - - - - (735) (735)
-------- -------- -------- -------- -------- -------- --------
Balance 09/30/03 252,550 $ 252 $ (5) $ 49,185 $ (250) $(57,110) $ (7,928)
See accompanying notes to financial statements.
5
CHINA VENTURES LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
Sep 30, 2003 Sep 30, 2002
------------- -------------
(UNAUDITED) (UNAUDITED)
CASH FLOWS FROM OPERATING
ACTIVITIES:
NET LOSS $ (735) $ (192)
------- -------
Net cash provided (used) by operating
activities: (735) (192)
------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Additional capital contributed 750 192
------- -------
Net cash provided (used) by financing
activities: 750 192
------- -------
NET INCREASE (DECREASE) IN CASH 15 --
CASH, beginning of period 57 33
------- -------
CASH, end of period $ 72 $ 33
======= =======
See accompanying notes to financial statements.
6
CHINA VENTURES LIMITED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
China Ventures Limited (we) was incorporated in the Cayman Islands on December
10, 1999 for the purpose of facilitating a Chinese private company to become a
reporting public company whose securities are qualified for trading in the
United States secondary market. We have the intention of attempting to locate
and negotiate with a target business entity, initially from the People's
Republic of China (PRC), to effect a merger or some other business combination,
in exchange for the opportunity to acquire ownership interest in a publicly
registered company without incurring the cost and time required to conduct an
initial public offering. If this initial attempt fails, we do not expect to
restrict our search to any specific business, industry or geographical location.
As of September 30, 2003, we are in the development stage and have not started
operations.
EARNINGS PER SHARE
Primary loss per share is computed by dividing net loss by the number of
weighted average common shares outstanding during the period. The Company has no
dilutive securities.
INCOME TAXES
The Company is incorporated in the Cayman Islands and is, therefore, not subject
to income taxes.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
RECENT ACCOUNTING PRONOUNCEMENTS
FASB No. 141, "Business Combinations"
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
No. 141, "Business Combinations". This Statement replaces Accounting Principles
Board ("APB") Opinion No.16, "Business combinations" and SFAS 38, "Accounting
for Preacquisition Contingencies of Purchased Enterprises". All business
combinations in the scope of this statement are to be accounted for using the
purchase method. The single method approach used in this statement reflects the
conclusion that virtually all business combinations are acquisitions and, thus,
all business combinations should be accounted for in the same way that other
asset acquisitions are accounted - based on the values exchanged. This Statement
does not change many of the provisions of Opinion 16 and Statement 38 related to
the application of the purchase method. The provisions of this Statement apply
to all business combinations initiated after June 30, 2001, and all business
combinations accounted for by the purchase method for which the date of
acquisition is July 1, 2001 or later. FASB 141 did not affect the Company's
financial statements.
FASB No. 142, "Goodwill and Other Intangible Assets"
In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 142 addresses financial accounting and reporting for
intangible assets acquired individually or with a group of assets (but not those
acquired in a business combination) at acquisition. This Statement also
addresses financial accounting and reporting for goodwill and other intangible
assets subsequent to their acquisition. The provisions of this Statement are
required for fiscal years beginning after December 15, 2001. This Statement is
required to be applied at the beginning of an entity's fiscal year and to be
applied to all goodwill and other intangible assets recognized in its financial
statements at that date. Impairment losses for goodwill and indefinite-lived
intangible assets that arise due to initial application of this Statement are to
be reported as resulting from a change in accounting principle. SFAS No. 142 did
not have a material impact on the Company's financial position or results of
operations.
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CHINA VENTURES LIMITED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FASB No. 143, "Accounting for Asset Retirement Obligations"
In July 2001, the FASB issued Statement No. 143, "Accounting for Asset
Retirement Obligations". This Statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. This Statement requires that
the fair value of a liability for an asset requirement obligation be recognized
in the period in which it is incurred if a reasonable estimate of fair value can
be made. The associated asset requirement costs are capitalized as part of the
carrying amount of the long-lived asset and subsequently allocated to expense
using a systematic and rational method. Adoption of this Statement is required
for fiscal years beginning after June 15, 2002. The adoption of Statement No.
143 is not expected to materially affect the Company's financial statements.
FASB No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
In October 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of". This Statement supersedes Statement No. 121 but retains many of
its fundamental provisions. The Statement also establishes a single accounting
model, based on the framework established in Statement No. 121, for long-lived
assets to be disposed of by sale. Additionally, the Statement resolves
significant implementation issues related to Statement No. 121. The provisions
of this Statement are effective for financial statements issued for fiscal
years beginning after December 15, 2001. The provisions of Statement No. 144
are not expected to materially affect the Company's financial statements.
FASB No. 145, "Rescission of FASB Statements Nos. 4, 44 and 64, Amendment of
FASB Statement No. 13, and Technical Corrections".
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
Nos. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". This Statement, among other things, requires that gains and
losses related to extinguishment of debt be classified as extraordinary items
only if they meet the criteria in Opinion No. 30. The provision of Statement
No. 145 related to the rescission of Statement No. 4 should be applied in
fiscal years beginning after May 15, 2002. Any gain or loss on extinguishment
of debt that was classified as an extraordinary item in prior periods
presented, that does not meet the criteria in Opinion No. 30 for classification
as an extraordinary item, should be reclassified. The provisions of Statement
No. 145 are not expected to materially affect the Company's financial
statements.
FASB No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities"
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". This Statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and replaces
Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)". This Statement is
effective for exit or disposal activities that are initiated after December 31,
2002, with early application encouraged. The effect of adopting SFAS No. 146 is
not expected to have a material impact on the Company's financial position or
results of operations.
FASB No. 148 "Accounting for Stock-Based Compensation - Transition and
Disclosure"
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure". SFAS No. 148 does not alter the
provisions of SFAS 123, nor does it require stock-based compensation to be
measured under the fair-value method. Rather, SFAS 148 provides alternative
transition methods to companies that elect to expense stock-based compensation
using the fair-value approach under SFAS No. 123. The adoption of SFAS 148 is
not expected to affect the Company's financial position or results of
operations.
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CHINA VENTURES LIMITED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE B - GOING CONCERN
As shown in the accompanying financial statements, we are in the development
stage, have yet to generate operating revenues and will require a significant
amount of capital to commence our planned principal operations. As reflected in
the accompanying financial statements, we have incurred accumulated losses since
inception of $57,110 and have raised an insignificant amount of capital. As
such, there is no assurance that we will be successful in our efforts to raise
the necessary capital to commence our planned principal operations.
We have indicated that our principal operation is to engage in a merger or
acquisition with an unidentified company or companies and may issue "penny
stock" securities as defined in the Securities and Exchange Act of 1934. We will
require a significant amount of capital to commence our planned principal
operations. Accordingly, our ability to continue as a going concern is dependent
upon our ability to secure an adequate amount of capital to finance our planned
principal operations.
Our plans include a merger and a subsequent public offering of our common stock;
however there is no assurance that we will be successful in our efforts to raise
capital or to obtain a business combination.
These conditions raise substantial doubt about our ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.
NOTE C - RELATED PARTY TRANSACTIONS
A stockholder of the Company acted as legal counsel during 1999. Legal fees and
incorporation costs for the year ended December 31, 1999 in the amount of
$11,678 were payable to a law firm in which this stockholder is a partner.
During the year ended December 31, 1999, the Company borrowed $8,000, due on
demand, from an entity related through common ownership. This amount is
uncollateralized and non-interest bearing.
NOTE D - RECENT SALES OF UNREGISTERED SECURITIES
In December 1999 China Ventures issued and sold 2,500 ordinary shares to 25
individuals for aggregate consideration of $15,000. China Ventures did not sell
these ordinary shares in reliance on any exception from the United States
federal securities laws as all purchasers were residents of the Republic of
China.
On December 16, 1999, in connection with the formulation of China Ventures, Mr.
Hong Yang (who later transferred his shares to Mr. James Chow) received 123,750
ordinary shares (see below), Mr. James Chow received 121,250 ordinary shares and
Mr. Ricardo Bajandas received 5,050 ordinary shares. All paid par value as
consideration for the shares issued in connection with the formulation of China
Ventures. Mr. Yang and Mr.Chow are residents of China. Mr. Bajandas is a
resident of the United States.
Accordingly, no exemption was required for the issuance of ordinary shares to
Mr. Yang or Mr. Chow. Mr. Bajandas purchased his ordinary shares of China
Ventures in reliance on Rule 4(2) promulgated under the Securities Act. In May
2000, in connection with the termination of Mr. Bajandas' engagement with China
Ventures, Mr. Bajandas agreed to transfer his ordinary shares to China
Ventures.
In March 2003 Mr. Hong Yang transferred all his shares (123,750)to Mr. James
Chow, who now holds 245,000 shares.
NOTE E - TRANSACTIONS WITH STATE-OWNED ENTITIES
A significant portion of our future transactions may be undertaken, directly or
indirectly, with State-owned enterprises in the PRC and on such commercial terms
as determined between the relevant PRC State-owned enterprises and us.
NOTE F - FOREIGN CURRENCY EXCHANGE
A significant portion of the business of our future PRC Subsidiaries may be
undertaken in Renmin (RMB), the national currency of the PRC, which is not
freely convertible into the US$ or other foreign currencies.
9
CHINA VENTURES LIMITED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE G - CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS
If a merger, alliance or some other business combination is successful, our
operating assets and primary source of income and cash flow are expected to be
our interests in our subsidiaries in the PRC. The value of our interests in
these subsidiaries may be adversely affected by significant political, economic
and social uncertainties in the PRC. Although the PRC government has been
pursuing economic reform policies for many years, no assurance can be given that
the PRC government will continue to pursue such policies or that such policies
may not be significantly altered, especially in the event of a change in
leadership, social or political disruption or unforeseen circumstances affecting
the PRC's political, economic and social conditions. There is also no guarantee
that the PRC government's pursuit of economic reforms will be consistent or
effective.
NOTE H - UNAUDITED FINANCIAL STATEMENTS
The unaudited financial statements presented as of September 30, 2003 and 2002
for the three months then ended contain all adjustments necessary, in
management's opinion, for a fair presentation of financial position and results
of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The Registrant has not, as of the end of the three month period ended September
30, 2003, commenced active business operations. As of September 30, 2003 the
Registrant had assets in the amount of $72, liabilities in the amount of $8,000
and the total Shareholders' Deficit was $7,928.
The Registrant has no reasonable basis for comparison with respect to its
quarterly financial results in that the Company has not yet commenced its
business operations.
The recurring professional fees and other costs of complying with filings with
the Securities and Exchange Commission, the Internal Revenue Service and others
is being funded through contributions to capital by the Company's principal
shareholder.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against China Ventures.
ITEM 2. CHANGES IN SECURITIES.
In December 1999, China Ventures issued and sold 2,500 ordinary shares to 25
individuals for aggregate consideration of $15,000. China Ventures did not sell
these ordinary shares in reliance on any exemption from the United States
federal securities laws as all purchasers were residents of the Republic of
China.
On December 16, 1999, in connection with the formation of China Ventures, Mr.
Hong Yang (who later transferred all to Mr. James Chow)received 123,750
ordinary shares, Mr. James Chow received 121,250 ordinary shares and Mr.
Ricardo Bajandas received 5,050 ordinary shares. Each of Mr. Yang, Mr. Chow and
Mr. Bajandas paid par value as consideration for the shares issued in
connection with the formation of China Ventures. Mr. Yang and Mr. Chow are
residents of China. Mr. Bajandas is a resident of the United States.
Accordingly, no exemption was required for the issuance of ordinary shares to
to Mr. Yang or Mr. Chow. Mr. Bajandas purchased his ordinary shares of China
Ventures in reliance on Rule 4(2) promulgated under the Securities Act.
In May 2000, in connection with the termination of Mr. Bajandas' engagement
with China Ventures, Mr. Bajandas agreed to transfer his ordinary shares to
China Ventures.
In March 2003 Mr. Hong Yang transferred all his shares (123,750)to Mr. James
Chow, who now holds 245,000 shares.
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.
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
31. Certification Pursuant to Rule 15-d-14(a)
32. Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Pxley Act of 2002.
11
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CHINA VENTURES LIMITED
Date: November 10, 2003 By: /s/ James N.L. Chow
-----------------------
James N.L. Chow
President,Secretary &
Principal Financial and
Accounting Officer
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