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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, 2005
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, 2005: 247,500
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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 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
2
PART I
FINANCIAL INFORMATION
ITEM 1. Financial Statements.
CHINA VENTURES LIMITED
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
SEP 30, DEC 31,
2005 2004
----------- ---------
(Unaudited) (Audited)
CURRENT ASSETS
Cash $ 15
$ 26
-------- --------
TOTAL CURRENT ASSETS $ 15 $ 26
======== ========
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 61,480 57,285
Subscription receivable (250) (250)
Deficit accumulated during the development stage (69,462) (65,256)
-------- --------
TOTAL STOCKHOLDERS' DEFICIT (7,985) (7,974)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 15 $ 26
======== ========
See notes to financial statements
3
CHINA VENTURES LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
FOR THE FOR THE
QTR ENDED QTR ENDED
09/30/05 09/30/04
--------- ---------
REVENUE -- --
COSTS AND EXPENSES:
GENERAL AND ADMINISTRATIVE
EXPENSES
Professional fees $ - $ 1,533
Other expenses 15
--------- --------
NET LOSS $ (15) $ (1,533)
========= ========
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
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)
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)
------- -------- -------- -------- -------- -------- --------
2004 Net loss: (8,146) (8,146)
Additional Capital Contribution -- -- -- 7,920 -- -- 7,920
-------- -------- -------- -------- -------- -------- --------
Balance 12/31/04 252,550 252 (5) 57,285 (250) (65,256) (7,974)
Nine months ended 09/30/05: (4,206) (4,206)
Additional Capital Contribution -- -- -- 4,195 -- -- 4,195
------- -------- -------- -------- -------- -------- --------
Balance 09/30/05 252,550 $ 252 $ (5) $ 61,480 $ (250) $(69,462) $ (7,985)
======= ======== ======== ======== ======== ======== ========
See notes to financial statements
5
CHINA VENTURES LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
QTR ENDED QTR ENDED
09/30/05 09/30/04
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS $ (15) $(1,533)
------- -------
Adjustments to reconcile net loss to
Net cash used by operating activities: -- --
(Decrease)/Increase in accrued expenses
Net cash used by operating activities (15) (1,533)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Additional Capital contribution 0 1,300
------- -------
Net cash provided by financing activities 0 1,300
------- -------
NET INCREASE (DECREASE) IN CASH (15) (233)
CASH, beginning of period 30 259
------- -------
CASH, end of period $ 15 $ 26
======= =======
See 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, 2005, 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. 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
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clarifies financial accounting and reporting 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. SFAS No. 149 did not have a material effect on the Company's financial
position, results of operations or cash flows.
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.
SFAS No. 150 did not have a material effect on the Company's financial position,
results of operations or cash flows.
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 a material effect
on the Company's financial position, results of operations or cash flows.
On December 2004, the FASB issued SFAS No. 123R, "Accounting for Stock-Based
Compensation". This statement is a revision to SFAS No. 123, "Accounting for
Stock-Based Compensation" and supersedes APB Opinion No.25, "Accounting for
Stock Issued to Employees". This statement requires a public entity to measure
the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award (with limited
exceptions). That cost will be recognized over the period during which an
employee is required to provide service, the requisite service period (usually
the vesting period). The grant-date fair value of employee share options and
similar instruments will be estimated using option-pricing models.
In addition, a public entity is required to measure the cost of employee
services received in exchange for an award of liability instruments based on its
current value. The fair value of that award will be re-measured subsequently at
each reporting date through the settlement date. Changes in fair value during
the requisite service period will be recognized as compensation cost over the
period.
For public entities that file as small business issuers, this statement is
effective as of the beginning of the first interim or annual reporting period
that begins after December 15, 2005.
At the required effective date, all public entities that used the fair value
method for either recognition or disclosure under Statement 123 are required to
apply this statement using a modified version of prospective application. Under
that transition method, compensation cost is recognized on or after the required
effective date for the portion of outstanding awards for which the requisite
service has not yet been rendered, based on the grant-date fair value of those
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awards calculated under Statement 123 for either recognition or pro-forma
disclosures. For periods before the required effective date, those entities may
elect to apply the modified version of retrospective application under which
financial statements for prior periods are adjusted on a basis consistent with
the pro forma disclosures required for those periods by Statement 123. The
Company does not expect SFAS No. 123R to have a material effect on its 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 $69,462 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.
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NOTE C - RELATED PARTY TRANSACTIONS
A former 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 former stockholder was 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
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.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The Registrant has not, as of the end of the nine month period ended September
30, 2005, commenced active business operations. As of September 30, 2005 the
Registrant had assets in the amount of $15, liabilities in the amount of $8,000
and the total Shareholders' Deficit was $15.
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-Oxley 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: January 12, 2006 By: /s/ James N. L. Chow
------------------------
James N.L. Chow
President,Secretary &
Principal Financial and
Accounting Officer
13