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 March 31, 2004
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 March 31, 2004: 247,500
TABLE OF CONTENTS
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets F-2
Statements of Operations F-3
Statement of Changes in Stockholders' Deficiency F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6
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
MARCH 31 DECEMBER 31
2004 2003
(Unaudited) (Audited)
CURRENT ASSETS
Cash $ 80 $ 252
-------- --------
TOTAL CURRENT ASSETS $ 80 $ 252
======== ========
LIABILITIES AND STOCKHOLDER'S DEFICIENCY
CURRENT LIABILITIES
Due to related party $ 8,000 $ 8,000
-------- --------
TOTAL CURRENT LIABILITIES 8,000 8,000
-------- --------
STOCKHOLDERS' DEFICIENCY
Common stock, par value $.001 per share;
50,000,000 shares authorized and 252,550
shares issued 252 252
Less treasury stock, 5,050 shares (5) (5)
Additional paid in capital 52,995 49,365
Subscription receivable (250) (250)
Deficit accumulated during the development stage (60,912) (57,110)
-------- --------
TOTAL STOCKHOLDERS' DEFICIT (7,920) (7,748)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 80 $ 252
======== ========
See notes to financial statements
F-2
CHINA VENTURES LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE FOR THE
QTR ENDED QTR ENDED
03/31/04 03/31/03
--------- --------
REVENUE -- --
COSTS AND EXPENSES:
GENERAL AND ADMINISTRATIVE
EXPENSES
Professional fees $ 3,801 $ 5,373
--------- ---------
NET LOSS $ (3,801) $ (5,373)
========= =========
BASIC AND DILUTED NET LOSS PER SHARE
$ (0.00) $ (0.00)
========= =========
SHARES USED IN THE CALCULATION OF
BASIC AND DILUTED NET LOSS PER
SHARE 249,604 249,604
See notes to financial statements
F-3
CHINA VENTURES LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
Deficit
Common Additional Stock Accumulated
Stock 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)
Year Ended 12/31/00:
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)
Year Ended 12/31/01:
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)
Year Ended 12/31/02:
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)
Year Ended 12/31/03:
Additional Capital Contribution -- -- -- 7,080 -- -- 7,080
Net Loss -- -- -- -- -- (6,861) (6,861)
-------- -------- -------- -------- -------- -------- --------
Balance 12/31/03 252,550 252 (5) $ 49,365 $ (250) ($57,110) ($ 7,748)
-------- ===
Quarter Ended 03/31/04:
Additional Capital Contribution -- -- -- 3,630 -- -- 3,630
Net Loss -- -- -- -- -- (3,802) (3,802)
-------- -------- -------- -------- -------- -------- --------
Balance 03/31/04 252,550 252 (5) $ 52,995 $ (250) ($60,912) ($ 7,920)
======== ======== ======== ======== ======== ======== ========
See notes to financial statements
F-4
CHINA VENTURES LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
QTR ENDED QTR ENDED
03/31/04 03/31/03
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS $(3,802) $(5,373)
------- -------
Adjustments to reconcile net loss to
Net cash used by operating activities: -- --
(Decrease)/Increase in accrued expenses
Net cash used by operating activities (3,802) (5,373)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Additional Capital contribution 3,630 5,900
------- -------
Net cash provided by financing activities 3,630 5,900
------- -------
NET INCREASE (DECREASE) IN CASH (172) 527
CASH, beginning of period 252 33
------- -------
CASH, end of period $ 80 $ 560
======= =======
See notes to financial statements
F-5
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 March 31, 2004, we are in the development stage and have not started
operations; accordingly these financial statements are prepared in accordance
with SFAS 7, "Accounting and Reporting by Development Stage Enterprises" as
issued by the Financial Accounting Standards Board.
ACCOUNTING METHOD
We present our financial statements under the accrual basis of accounting, under
which method revenues are recognized when earned rather than when received, and
expenses are recognized when incurred rather than when paid.
EARNINGS PER SHARE
Primary and fully diluted loss per share is computed based on weighted average
common shares outstanding during the period.
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. 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
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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.
FIN No. 45 "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others"
In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" which expands previously issued accounting guidance and
disclosure requirements for certain guarantees. The interpretation requires an
entity to recognize an initial liability for the fair value of an obligation
assumed by issuing a guarantee. The initial recognition and initial measurement
provisions of FIN No. 45 are applicable to a company on a prospective basis to
guarantees issued or modified after December 31, 2002. However, the disclosure
requirements in FIN No. 45 are effective for a company's financial statements
for periods ending after December 15, 2002. The Company is not a party to any
agreement in which it is a guarantor of indebtedness of others therefore the
interpretation did not affect the Company's financial position, results of
operations or cash flows.
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 Company will continue to
account for stock-based compensation in accordance with APB No. 25. As such, the
Company does not expect this standard to have a material impact on its financial
position or results of operations. The Company has adopted the disclosure-only
provisions of SFAS No. 148.
FIN No. 46, "Consolidation of Variable Interest Entities"
In January 2003, the FASB issued Interpretations No. 46, "Consolidation of
Variable Interest Entities". FIN No. 46 addresses consolidation by business
enterprises of variable interest entities (formerly special purpose entities or
"SPEs"). The Company does not have any variable interest entities as defined by
FIN No. 46.
FASB No. 149, "Amendment of Statement No. 133 on Derivative Instruments and
Hedging Activities"
In April 2003, the FASB issued Statement No. 149, "Amendment of Statement No.
133 on Derivative Instruments and Hedging Activities". This statement amends and
clarifies financial accounting and reporting
F-7
for derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities under Statement No. 133, "Accounting
for Derivatives Instruments and Hedging Activities." The provisions of this
statement are effective for all derivatives and hedging activities entered into
after June 30, 2003. The Company does not expect SFAS No. 149 to have a material
effect on its financial statements.
FASB No. 150 "Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity"
In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
establishes standards on the classification and measurement of certain
instruments with characteristics of both liabilities and equity. The provisions
of SFAS No. 150 are effective for financial instruments entered into or modified
after May 31, 2002 and to all other instruments that exist as of the beginning
of the first interim financial reporting period beginning after June 15, 2003.
The Company does not expect SFAS No. 150 to have a material effect on its
financial statements.
EITF 03-11, "Reporting Gains and Losses on Derivative Instruments That are
Subject to FASB Statement No. 133, Accounting for Derivative Instruments and
Hedging Activities, and Not Held for Trading Purposes".
In August 2003, the EITF reached a consensus that all gains and losses (realized
and unrealized) on derivative instruments within the scope of SFAS 133 should be
shown net in the income statement, whether or not settled physically, if the
derivative instruments are held for trading purposes. However, the EITF
recognized that there may be contracts within the scope of SFAS 133 considered
not held for trading purposes that warrant further consideration as to the
appropriate income statement classification of the gains and losses. In EITF
03-11, the EITF clarified certain criteria to use in determining whether gains
and losses related to non-trading derivative instruments should be shown net in
the income statement. The adoption of EITF 03-11 did not have an material effect
on the Company's financial position, results of operations or cash flows.
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 $60,912 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.
F-8
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 $15,000. China Ventures did not sell
these ordinary shares in reliance on any exception from the United States
federal securities laws as all purchasers were residents of the Republic of
China.
On December 16, 1999, in connection with the formulation of China Ventures, Mr.
Hong Yang (who later transferred his shares to Mr. James Chow) received 123,750
ordinary shares, Mr. James Chow received 121,250 ordinary shares and Mr. Ricardo
Bajandas received 5,050 ordinary shares. Each of Mr. Yang, Mr. Chow, and Mr.
Bajandas paid par value as consideration for the shares issued in connection
with the formulation of China Ventures. Mr. Yang and Mr. Chow are residents of
China. Mr. Bajandas is a resident of the United States. Accordingly, no
exception was required for the issuance of ordinary shares to Mr. Yang or Mr.
Chow. Mr. Bajandas purchased his ordinary shares of China Ventures in reliance
on Rule 4(2) promulgated under the Securities Act. In May 2000, in connection
with the termination of Mr. Bajandas' engagement with China Ventures, Mr.
Bajandas agreed to transfer his ordinary shares to China Ventures.
In March 2003 Mr. Hong transferred all his shares (123,750) to Mr. James Chow,
who now holds 245,000 shares.
NOTE E - TRANSACTIONS WITH STATE-OWNED ENTITIES
A significant portion of our future transactions may be undertaken, directly or
indirectly, with State-owned enterprises in the PRC and on such commercial terms
as determined between the relevant PRC State-owned enterprises and us.
NOTE F - FOREIGN CURRENCY EXCHANGE
A significant portion of the business of our future PRC Subsidiaries may be
undertaken in Renmin (RMB), the national currency of the PRC, which is not
freely convertible into the US$ or other foreign currencies.
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
F-9
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.
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 March 31, 2004 the
Registrant had assets in the amount of $80, liabilities in the amount of $8,000
and the total Shareholders' Deficit was $7,920.
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.
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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: May 3, 2004 By: /s/ James N.L. Chow
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James N.L. Chow
President,Secretary &
Principal Financial and
Accounting Officer
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