U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended February 28, 2005
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
Commission File No. 000-50818
ARTCRAFT V INC.
(Exact name of small business issuer as specified in its charter)
Delaware
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Baimang Checking Station 1st Building
South Mountain Xili Town, Shenzhen, China
(Address of Principal Executive Offices)
755-27653497
(Issuer's telephone number)
650 SE Marine Drive, Vancouver, British Columbia V5S 4R6
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the
distribution of securities under a plan confirmed by a court. Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of April 19, 2005: 100,000 shares of common stock.
ARTCRAFT V INC.
FINANCIAL STATEMENTS
INDEX
Part I-- FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
Item 3. Control and Procedures
Part II-- OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
Item 1. Financial Information
- -----------------------------
BASIS OF PRESENTATION
The accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results for the nine
months ended February 28, 2005 are not necessarily indicative of results that
may be expected for the year ending May 31, 2005. The financial statements are
presented on the accrual basis.
ARTCRAFT V, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2005
(UNAUDITED)
ARTCRAFT V, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 BALANCE SHEET AS OF FEBRUARY 28, 2005 (UNAUDITED)
PAGE 2 STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED FEBRUARY
28, 2005 AND FOR THE PERIOD FROM JUNE 7, 2004 (INCEPTION) TO
FEBRUARY 28, 2005 (UNAUDITED)
PAGE 3 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE
PERIOD FROM JUNE 7, 2004 (INCEPTION) TO FEBRUARY 28, 2005
(UNAUDITED)
PAGE 4 STATEMENTS OF CASH FLOWS FOR THE PERIOD FROM JUNE 7, 2004
(INCEPTION) TO FEBRUARY 28, 2005 (UNAUDITED)
PAGES 5 - 6 NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
ARTCRAFT V, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF FEBRUARY 28, 2005
-----------------------
(UNAUDITED)
ASSETS
CURRENT ASSETS
Prepaid expense $ 10,000
-----------------
TOTAL ASSETS $ 10,000
------------ =================
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------
CURRENT LIABILITIES
Accrued expense $ -
Stockholder loan 12,500
-----------------
TOTAL CURRENT LIABILITIES 12,500
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 10,000,000 shares authorized,
none issued and outstanding -
Common stock, $0.001 par value, 100,000,000 shares authorized,
100,000 shares issued and outstanding 100
Additional paid in capital 1,000
Accumulated deficit during development stage (3,600)
-----------------
Total Stockholders' Deficiency (2,500)
-----------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 10,000
---------------------------------------------- =================
See accompanying notes to financial statements.
1
ARTCRAFT V, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
-----------------------
(UNAUDITED)
For the Period from
For the Three June 7, 2004
Months Ended (Inception) to
February 28, 2005 February 28, 2005
-------------------- -----------------------
REVENUE
Sales $ - $ -
Cost of sales - -
-------------------- -----------------------
GROSS PROFIT - -
OPERATING EXPENSES
General and administrative 2,500 3,600
-------------------- -----------------------
Total Operating Expenses 2,500 3,600
-------------------- -----------------------
LOSS FROM OPERATIONS (2,500) (3,600)
Provision for Income Taxes - -
-------------------- -----------------------
NET LOSS $ (2,500) $ (3,600)
==================== =======================
Net loss per share - basic and diluted $ (0.03) $ (0.04)
==================== =======================
Weighted average number of shares outstanding during the
period - basic and diluted 100,000 100,000
==================== =======================
See accompanying notes to financial statements.
2
ARTCRAFT V, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM JUNE 7, 2004 (INCEPTION) TO FEBRUARY 28, 2005
-----------------------------------------------------------------
(UNAUDITED)
Accumulated
Deficit
Additional During
Preferred Stock Common Stock Paid-In Development
Shares Amount Shares Amount Capital Stage Total
------ ------------ ------- ------- ------- ------- -------
Stock issued on acceptance of
incorporation expenses at June 7, 2004 -- $ -- 100,000 $ 100 $ -- $ -- $ 100
In-kind contribution -- -- -- -- 1,000 -- 1,000
Net loss, 2004 -- -- -- -- -- (3,600) (3,600)
------ ------------ ------- ------- ------- ------- -------
BALANCE, FEBRUARY 28, 2005 -- $ -- 100,000 $ 100 $ 1,000 $(3,600) $(2,500)
- -------------------------- ====== ============ ======= ======= ======= ======= =======
See accompanying notes to financial statements.
3
ARTCRAFT V, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM JUNE 7, 2004 (INCEPTION)
--------------------------------------------
TO FEBRUARY 28, 2005
--------------------
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (3,600)
Adjustments to reconcile net loss to net cash used in operating activities:
In-kind contribution 1,000
Compensation in the form of stock 100
Changes in operating assets and liabilities:
Prepaid expenses (10,000)
Increase (decrease) in accrued expenses -
----------------
Net Cash Used In Operating Activities (12,500)
----------------
CASH FLOWS FROM INVESTING ACTIVITIES -
----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Stockholder loan 12,500
----------------
Net Cash Provided By Financing Activities 12,500
----------------
NET INCREASE (DECREASE) IN CASH -
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD -
----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ -
================
See accompanying notes to financial statements.
4
ARTCRAFT V, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2005
-----------------------
(UNAUDITED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
- ------ -----------------------------------------------------------
(A) Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in The United
States of America and the rules and regulations of the Securities and
Exchange Commission for interim financial information. Accordingly, they do
not include all the information necessary for a comprehensive presentation
of financial position and results of operations.
It is management's opinion, however that all material adjustments
(consisting of normal recurring adjustments) have been made which are
necessary for a fair financial statements presentation. The results for the
interim period are not necessarily indicative of the results to be expected
for the year.
(B) Use of Estimates
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the
financial statements and revenues and expenses during the reported period.
Actual results could differ from those estimates.
(C) Loss Per Share
Basic and diluted net loss per common share is computed based upon the
weighted average common shares outstanding as defined by Financial
Accounting Standards No. 128, "Earnings Per Share." As of February 28,
2005, there were no common share equivalents outstanding.
(D) Business Segments
The Company operates in one segment and therefore segment information is
not presented.
NOTE 2 STOCKHOLDER LOAN
- ------ ----------------
During 2005, the Company received a loan of $12,500 from its stockholder
for operating expenses. The loan is non-interest bearing, unsecured and due
on demand.
5
ARTCRAFT V, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2005
-----------------------
(UNAUDITED)
NOTE 3 STOCKHOLDERS' EQUITY
- ------ --------------------
(A) Common Stock Issued for Cash
On June 17, 2004, the Company issued 100,000 shares of common stock to its
founder for expenses incurred in the formation of the Company valued at
$100 ($0.001 per share).
(B) In-Kind Contribution
During 2005 the stockholder of the Company paid $1,000 of operating
expenses on behalf of the Company (See Note 3).
NOTE 4 RELATED PARTY TRANSACTIONS
- ------ --------------------------
A stockholder of the Company paid $1,100 of expenses on behalf of the
Company from inception (See Note 3).
During 2005, a stockholder loaned the Company $12,500 for operating
expenses (See Note 2).
NOTE 5 GOING CONCERN
- ------ -------------
As reflected in the accompanying financial statements, the Company is in
the development stage with no operations. This raises substantial doubt
about its ability to continue as a going concern. The ability of the
Company to continue as a going concern is dependent on the Company's
ability to raise additional capital and implement its business plan. The
financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional
funding and implement its strategic plans provide the opportunity for the
Company to continue as a going concern.
6
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
- ------------------------------------------------------------------------
Plan of Operation
- -----------------
The Registrant is continuing its efforts to locate a merger candidate for the
purpose of a merger. It is possible that the registrant will be successful in
locating such a merger candidate and closing such merger. However, if the
registrant cannot effect a non-cash acquisition, the registrant may have to
raise funds from a private offering of its securities under Rule 506 of
Regulation D. There is no assurance the registrant would obtain any such equity
funding.
Results of Operation
- --------------------
The Company did not have any operating income from inception (June 7, 2004)
through February 28, 2005. For the quarter ended February 28, 2005, the
registrant recognized a net loss of $3,600. Some general and administrative
expenses during the year were accrued. Expenses for the quarter were comprised
of costs mainly associated with legal and accounting fees.
Liquidity and Capital Resources
- -------------------------------
At February 28, 2005 the Company had no capital resources and will rely upon the
issuance of common stock and additional capital contributions from shareholders
to fund administrative expenses pending acquisition of an operating company.
Item 3. Controls and Procedures
- -------------------------------
(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.
(b) Changes in internal controls.
Our Certifying Officer has indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of his evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is currently not a party to any pending legal proceedings
and no such action by, or to the best of its knowledge, against the
Company has been threatened.
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security
Holders.
No matter was submitted during the quarter ending February 28, 2005,
covered by this report to a vote of the Company's shareholders,
through the solicitation of proxies or otherwise.
Item 5. Other Information.
None
Item 6. Exhibits and Reports of Form 8-K.
(a) Exhibits
31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act
of 2002
32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act
of 2002
(b) Reports of Form 8-K
On December 22, 2004, the Company filed a Form 8K pursuant to a
Change in control.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, there unto
duly authorized.
Artcraft V INC.
Registrant
Date: April 19, 2005 By: /s/ Li Te Xiao
-----------------------------------
Li Te Xiao
CEO