10QSB/A 1 f10qsb1a0907_artcraftv.htm AMENDMEND TO THE 09/07 QUARTERLY REPORT. f10qsb1a0907_artcraftv.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
 
Amendment No. 1 to 
FORM 10-QSB
_____________
 
(Mark One)
 
x
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
For the quarter ended September 30, 2007
 
o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
For the transition period from ________ to __________
 
Commission File Number: 000-30790
 
ARTCRAFT V, INC.
(Exact name of small business issuer as specified in its charter)
 
Delaware
26-0744863
(State or other jurisdiction of incorporation or organization)
(IRS Employee Identification No.)
 
Room 1131, XianKeJiDian Building
BaGuaSi Road, Futian District
Shenzhen City, China 518029
(Address of principal executive offices)
 
011-86755 23990959
(Issuer’s telephone number)
 
(Former name, former address and former fiscal year, if changed since last report)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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  T        No o
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes T         No o
  
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of November 01, 2007: shares of common stock: 10,250,000
 
 
Transitional Small Business Disclosure Format:      Yes £        No  T
 

 

 
 
Item 1.    Financial Statements.



 



ARTCRAFT V, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2007






TABLE OF CONTENTS


Unaudited Condensed Consolidated Balance Sheet 
2
   
Unaudited Condensed Consolidated Statements of Operations  
3
   
Unaudited Condensed Consolidated Statements of Cash Flow
4
   
Notes to unaudited Condensed Consolidated Financial Statements  
5

 
Page 1

 
ARTCRAFT V, INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEET
 
SEPTEMBER 30, 2007
 
(UNAUDITED)
 
       
ASSETS
 
       
       
Current Assets
     
Cash and cash equivalents
  $
59,628
 
   Other receivable from related parties
   
267
 
        Loans receivable    
145,126
 
        Total Current Assets
   
205,021
 
         
Property & equipment, net
   
16,943
 
         
Intangible assets, net
   
7,102
 
         
    $
229,066
 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
         
Current Liabilities
       
   Accounts payable and accrued expenses
  $
52,814
 
   Loan payable to related party
   
240,342
 
Deferred revenue
   
5,725
 
       Total Current Liabilities
   
298,881
 
         
Minority Interest
   
27,625
 
         
Stockholders' Deficit
       
         
Common stock, $.001 par value, 100,000,000
       
shares authorized, 10,250,000 issued and outstanding
   
10,250
 
     Additional paid in capital
   
102,550
 
     Subscription receivable
    (50,000 )
Other accumulated comprehensive gain
   
8,161
 
     Accumulated deficit
    (168,402 )
      Total Stockholders' Deficit
    (97,441 )
         
    $
229,066
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
Page 2

 
ARTCRAFT V, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
(UNAUDITED)
 
                         
   
Three Month Periods Ended
   
Nine Month Periods Ended
 
   
September 30, 2007
   
September 30, 2006
   
September 30, 2007
   
September 30, 2006
 
                         
Revenue, net
  $
7,248
    $
5,198
    $
18,812
    $
16,420
 
                                 
Operating Expenses:
                               
General and administrative expenses
   
34,962
     
16,806
     
96,109
     
66,543
 
                                 
Loss from operations
    (27,714 )     (11,608 )     (77,297 )     (50,123 )
                                 
Other (Income) Expense
                               
Interest income
    (460 )     (1,097 )     (1,376 )     (3,350 )
Other income
   
-
     
50
     
-
      (525 )
Interest expense
   
-
     
-
     
-
     
123
 
                                 
Total Other Expense
    (460 )     (1,047 )     (1,376 )     (3,752 )
                                 
Net loss before minority interest
    (27,254 )     (10,561 )     (75,921 )     (46,371 )
                                 
Minority interest
   
689
     
825
     
2,989
     
2,689
 
                                 
Net loss
    (26,565 )     (9,736 )     (72,933 )     (43,682 )
                                 
Other comprehensive income
                               
     Foreign currency translation
   
1,914
     
1,269
     
4,580
     
2,403
 
                                 
Comprehensive Income
  $ (24,652 )   $ (8,467 )   $ (68,353 )   $ (41,279 )
                                 
Net loss per share:
                               
Basic & diluted
  $ (0.002 )   $ (0.001 )   $ (0.007 )   $ (0.004 )
                                 
Weighted average number of shares outstanding:
                         
Basic & diluted
   
10,164,286
     
10,100,000
     
10,121,507
     
10,100,000
 
                                 
Weighted average number of shares for dilutive securities has not been taken since the effect of dilutive securities is anti-dilutive
 
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
Page 3

 
 
ARTCRAFT V, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2007 AND 2006
 
(UNAUDITED)
 
             
   
2007
   
2006
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
       Net Loss
  $ (72,933 )   $ (43,682 )
Adjustments to reconcile net loss to net cash
               
    used in operating activities:
               
       Depreciation & amortization
   
6,578
     
6,293
 
       Minority interest
    (2,989 )     (2,689 )
Increase/ (decrease) in current liabilities:
               
   Accounts payable and accrued expenses
   
18,356
     
8,104
 
          Deferred revenue
    (490 )     (208 )
                 
Total Adjustments
    (37,747 )    
11,500
 
                 
                 
Net cash used in operations
    (110,679 )     (32,182 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
           Loan receivables
    (57,295 )     (9,836 )
           Issuance of shares
   
60,000
     
-
 
Loan from related party
   
101,219
     
34,924
 
                 
Net cash provided by  financing activities
   
163,126
     
25,088
 
                 
Effect of exchange rate changes on cash and cash equivalents
    (568 )    
462
 
                 
Net increase (decrease) in cash and cash equivalents
   
51,878
      (6,632 )
                 
Cash and cash equivalents, beginning balance
   
7,750
     
17,619
 
                 
Cash and cash equivalents, ending balance
  $
59,628
    $
10,987
 
                 
SUPPLEMENTAL DISCLOSURES:
               
                 
Cash paid during the year for:
               
                 
     Income tax payments
  $
-
    $
-
 
                Income tax paid
  $
-
    $
-
 
                Interest payments
  $
-
    $
123
 
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
Page 4

 

ARTCRAFT V, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
Note A - ORGANIZATION
 
Artcraft V, Inc. was incorporated under the laws of the State of Delaware on June 7, 2004. On November 7, 2005, the Company entered into an Exchange Agreement with Top Interest International Limited (“Top Interest”). Top Interest owns 70% equity interest of Shenzhen Xin Kai Yuen Info Consult Co., Ltd. (“188info.com”) which operates 188info.com, a professional information searching platform that is engaged in the business of providing information search engine, online web application and image designing, digital network service, online market research, online promotion and advertising services, and query searches for both individuals and businesses. Top Interest was incorporated under the laws of the British Virgin Islands. 188info.com was legally established under the laws of the People’s Republic of China. When used in these notes, the terms “Company”, “we”, “our” or “us” mean Artcraft V, Inc. and its subsidiaries.
 
Pursuant to the Stock Purchase and Share Exchange Agreement, the Company purchased all of the issued and outstanding shares of Top Interest from the shareholders for issuance of a total of 10,000,000 shares of the Company’s common stock, or approximately 99% of the total issued and outstanding shares. This transaction closed on November 7, 2005 and has been accounted for as a reverse acquisition.
 
Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Unaudited Interim Financial Information
The accompanying unaudited consolidated financial statements have been prepared by Artcraft V, Inc., pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) Form 10-QSB and Item 310 of Regulation S-B, and generally accepted accounting principles for interim financial reporting. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-KSB. The results of the three months and nine months ended September 30, 2007 are not necessarily indicative of the results to be expected for the full year ending December 31, 2007.
 
Basis of Consolidation
The consolidated financial statements include the accounts of Artcraft V, Inc. and its wholly owned subsidiary Top Interest International and majority owned subsidiary Shenzhen Xin Kai Yuen Info Consult Co., Ltd., collectively referred to within as the Company. All material intercompany accounts, transactions and profits have been eliminated in consolidation.
 
Revenue Recognition
               The Company’s revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectibility is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. As of September 30, 2007, deferred revenue was $5,725.




Page 5


 

 ARTCRAFT V, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Risks and Uncertainties
The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.
 
Contingencies
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.
 
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.
 
Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.
 
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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.
 
Exchange Gain (Loss)
During the three month periods ended September 30, 2007, the transactions of 188info.com were denominated in foreign currency and were recorded in Chinese Yuan Renminbi (CNY) at the rates of exchange in effect when the transactions occur. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled.




Page 6


ARTCRAFT V, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Translation Adjustment
As of September 30, 2007, the accounts of 188info.com were maintained, and its financial statements were expressed, in Chinese Yuan Renminbi (CNY). Such financial statements were translated into U.S. Dollars (USD) in accordance with Statement of Financial Accounts Standards (“SFAS”) No. 52, “Foreign Currency Translation,” with the CNY as the functional currency. According to the Statement, all assets and liabilities were translated at the current exchange rate, stockholder’s equity are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with SFAS No. 130, “Reporting Comprehensive Income” as a component of shareholders’ equity.

Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

Property & Equipment
Property and equipment are stated at cost less accumulated depreciation. Expenditures for major additions and improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation is provided on the straight-line method over the estimated useful lives of the assets, or the remaining term of the lease, as follows:
 
Furniture and Fixtures
5 years
Equipment
5 years
Computer Hardware and Software
5 years
 
Advertising
               Advertising expenses consist primarily of costs of promotion for corporate image and product marketing and costs of direct advertising. The Company expenses all advertising costs as incurred. The company did not incur any advertising expense during the nine months ended September 30, 2007 and 2006.

 
Page 7


 ARTCRAFT V, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                Basic and Diluted Earnings Per Share  
Earnings per share are calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128), “Earnings per share”. SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Basic and diluted loss per share were $0.007 and $0.004 for the nine months ended September 30, 2007 and 2006 respectively.

Recent accounting pronouncements  

In September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The management is currently evaluating the effect of this pronouncement on financial statements.

 
In September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)’ This Statement improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. However, an employer without publicly traded equity securities is required to disclose the following information in the notes to financial statements for a fiscal year ending after December 15, 2006, but before June 16, 2007, unless it has applied the recognition provisions of this Statement in preparing those financial statements:
 
 
 
Page 8

 
ARTCRAFT V, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
                a.   A brief description of the provisions of this Statement
                b.   The date that adoption is required
                c.   The date the employer plans to adopt the recognition provisions of this Statement, if earlier.
 
The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The management is currently evaluating the effect of this pronouncement on financial statements.
 

In February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. Therefore, calendar-year companies may be able to adopt FAS 159 for their first quarter 2007 financial statements.

The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FAS 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities.

Note C - LOANS RECEIVABLE
 
As of September 30, 2007, the Company has advanced loans to an ex-shareholder. The loan receivable of $60,453 is unsecured, non interest-bearing and due on demand. The loan receivable of $84,673 is due on demand and interest bearing. Interest receivable of $4,633 has been accrued as of September 30, 2007 on the loan at the prevailing bank deposit interest rate of 2.25% per China Renmin Bank.
 
Note D - RELATED PARTY TRANSACTIONS
 
Throughout the history of the Company, certain members of the Board of Directors and general management have made loans to the Company to cover operating expenses or operating deficiencies.
 
                As of September 30, 2007, total loan payable to related parties were $240,342 including a non interest-bearing, unsecured and due on demand note payable to an officer of Top Interest in the amount of $84,000 and a non interest-bearing, unsecured and due on demand note payable to a shareholders of Artcraft V Inc. in the amount of $156,342. 

                As of September 30, 2007, the Company advanced $267 to Mr Lian, CEO of Shenzhen Xin Kai Yuen Info Consult Co Ltd as petty cash.



Page 9


 

 
  ARTCRAFT V, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note E -  PROPERTY & EQUIPMENT
 
Property & equipment consist of the following at September 30, 2007:
 
 
 
September 30, 2007
 
         
Automobile
 
$
11,633
 
Office equipment
 
$
20,233
 
 
 
$
31,866
 
Accumulated depreciation
 
$
(14,923 )
 
 
$
16,943
 


Depreciation and amortization expenses were $6,578 and $6,293 for the nine month periods ended September 30, 2007 and 2006, respectively. Depreciation and amortization expenses were $2,224 and $2,110 for the three month periods ended September 30, 2007 and 2006, respectively.

Note F -  INTANGIBLE ASSETS
 
Intangible assets consist of the following at September 30, 2007:
 
 
 
 
 
 
 
 
September 30,
2007
 
 
 
 
 
Software
  $
12,913
 
 
       
 
   
12,913
 
 
       
Accumulated amortization
    (5,811 )
 
       
 
  $
7,102
 
 
       
 
 Amortization expense for the Company’s intangible assets over the next three fiscal years is estimated to be: 2008-$2,582, 2009-$2,582, 2010-$1,938.


Note G - COMMON STOCK
 
On May 17, 2005, the Company agreed to issue 150,000 shares of common stock to individuals for $60,000 ($0.40 per share). The shares were issued in August 2007, and the cash was received in July 2007.

 
Page 10

 
 

 
ARTCRAFT V, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note H - INCOME TAXES
 
The Company through its subsidiary, 188info.com, is governed by the Income Tax Laws of the PRC. Operations in the United States of America have incurred net accumulated operating losses for income tax purposes. The Company believes that it is more likely than not that these net accumulated operating losses will not be utilized in the future and hence the Company has not recorded any deferred assets as of September 30, 2007.

Pursuant to the PRC Income Tax Laws, the Enterprise Income Tax (“EIT”) is at a statutory rate of 33%, which is comprises of 30% national income tax and 3% local income tax. 188info.com qualified as a new technology enterprise and under PRC Income Tax Laws, they are subject to a preferential tax rate of 15%.
 
Income tax provision for the nine months ended September 30, 2007:
 
 
 
September 30, 2007
 
 
 
   
Provision for PRC Income and local taxes
  $
0
 
 
 
 
   
U.S Statutory rates
    34 %
Foreign income not recognized in USA
    (34 %)
PRC income tax applied
    15 %
Valuation allowance
    (15 %)
Effective rate
    0 %


Note I -   STATUTORY COMMON WELFARE FUND
 
In accordance with the laws and regulations of the PRC, after the payment of the PRC income taxes shall be allocated to the statutory surplus reserves and statutory public welfare fund for staff and workers. The proportion of allocation for reserve is 5 to 10 percent of the profit after tax until the accumulated amount of allocation for statutory reserve reaches 50 percent of the registered capital. Statutory surplus reserves are to be utilized to offset prior years’ losses, or to increase its share capital.
 
General reserve fund and statutory surplus fund are restricted for set off against losses, expansion of production and operation or increase in register capital of the respective company. Statutory public welfare fund is restricted to the capital expenditures for the collective welfare of employees. These reserves are not transferable to the Company in the form of cash dividends, loans or advances. These reserves are therefore not available for distribution except in liquidation. As of September 30, 2007, the Company had no reserves to these non-distributable reserve funds since it had no income from operations.

 
Page 11


 ARTCRAFT V, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note J -  OTHER COMPREHENSIVE INCOME
 
Balances of related after-tax components comprising accumulated other comprehensive income (loss), included in stockholders’ equity, at September 30, 2007 are as follows:
 
 
 
Foreign Currency Translation Adjustment
 
Balance at December 31, 2006
  $
3,581
 
Change for 2007
  $
4,575
 
 
       
Balance at September 30, 2007
  $
8,156
 
 
       

Note K - GOING CONCERN

               The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the company as a going concern. However, the Company has an accumulated deficit of $168,402 as of September 30, 2007 including losses of $72,933 and $43,682 for the nine months ended September 30, 2007 and 2006. The Company’s total liabilities exceed its total assets by $69,815. In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and succeed in its future operations, The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

                Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. Management devoted considerable effort from inception through the nine months ended September 30, 2007, towards obtaining additional equity and management of accrued expenses and accounts payable.

                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.

 
Page 12



Item 2.    Management's Discussion and Analysis or Plan of Operation.


RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

The following table presents certain consolidated statement of operations information for the three months ended September 30, 2007 and 2006. The discussion following the table is based on these results. Certain columns may not add due to rounding.
 
 
   
2007
   
2006
 
             
Revenue, net
  $
7,248
    $
5,198
 
                 
General and administrative expenses
   
34,962
     
16,806
 
Income from operations
    (27,714 )     (11,608 )
                 
Other (Income) Expense
               
Interest income
    (460 )     (1,097 )
Other income
   
-
     
50
 
Minority interest
    (689 )     (825 )
Interest expense
     -        -  
Total Other (Income) Expense
    (1,149 )     (1,872 )
                 
                 
Net loss
  $ (26,565 )   $ (9,736 )
 
Net Revenue
 
Net sales for the three months ended September 30, 2007 totaled $7,248 compared to $5,198 for the three months ended September 30, 2006, an increase of $2,050 or approximately 39.4%. The increase was due to the increase in the number of new clients.

 
Operating Expense
 
General and administrative expenses for the three months ended September 30, 2007 totaled $34,962 or approximately 482.4% of net revenue compared to $16,806 or approximately 323.3% of net revenue for the three months ended September 30, 2006.  The increase in operating expense of $18,156 or approximately 108% was due to increased expenses incurred for the expansion of the business.

 
Income (Loss) from Operations
 
Income (loss) from operations for the three months ended September 30, 2007 totaled $(27,714) or approximately 382.4% of net revenue compared to $(11,608) or approximately 223.3% of net revenue for the three months ended September 30, 2006, a decrease of $16,106 or approximately 138.7%. The decrease in income from operations was primarily due to increase in expenses as stated above.

 
Net Income (Loss)
 
Net income (loss) for the three months ended September 30, 2007 totaled $(26,565) compared to $(9,736) for the three months ended September 30, 2006, a decrease of $16,829 or approximately 172%. The decrease in net loss was primarily due to reason described above.


RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
 
The following table presents certain consolidated statement of operations information for the nine months ended September 30, 2007 and 2006. The discussion following the table is based on these results. Certain columns may not add due to rounding.

 

 
 
   
2007
   
2006
 
             
Revenue, net
  $
18,812
    $
16,420
 
                 
General and administrative expenses
   
96,109
     
66,543
 
Income from operations
    (77,297 )     (50,123 )
                 
Other (Income) Expense
               
Interest income
    (1,376 )     (3,350 )
Other income
   
-
      (525 )
Minority interest
    (2,989 )     (2,689 )
Interest expense
     -      
123
 
Total Other (Income) Expense
    (4,365 )     (6,441 )
                 
                 
Net loss
  $ (72,932 )   $ (43,682 )
                 
 
 
Net Revenue
 
Net sales for the nine months ended September 30, 2007 totaled $18,812 compared to $16,420 for the nine months ended September 30, 2006, an increase of $2,392, or approximately 14.6%. The increase was due to the increase in the number of new clients.

 
Operating Expense
 
General and administrative expenses for the nine months ended September 30, 2007 totaled $96,109 or approximately 511% of net revenue compared to $66,543 or approximately 405.3% of net revenue for the nine months ended September 30, 2006.  The increase in operating expense of $29,566 or approximately 44.4% was due to increased expenses incurred for the expansion of the business.

 
Income (Loss) from Operations
 
Income (loss) from operations for the nine months ended September 30, 2007 totaled $(77,297) or approximately 411% of net revenue compared to $(50,123) or approximately 305.3% of net revenue for the nine months ended September 30, 2006, a decrease of $27,174 or approximately 54.2%. The decrease in income from operations was primarily due to increase in expenses as stated above.

 
Net Income (Loss)
 
Net income (loss) for the nine months ended September 30, 2007 totaled $(72,933) compared to $(43,682) for the nine months ended September 30, 2006, a decrease of $29,251 or approximately 67%. The decrease in net loss was primarily due to reason described above.

LIQUIDTY AND CAPITAL RESOURCES
 
Cash has historically been generated from operations. Operations and liquidity needs are funded primarily through cash flows from operations and short-term borrowings. Cash and cash equivalents were $59,628 at September 30, 2007 and current assets totaled $205,020 at September 30, 2007. The Company's total current liabilities were $298,881 at September 30, 2007. Working capital at September 30, 2007 was $(93,861). During the nine months ended September 30, 2007, net cash used in operating activities was $(108,773).
 
We will continue to evaluate alternative sources of capital to meet our growth requirements, including other asset or debt financing, issuing equity securities and entering into other financing arrangements. There can be no assurance, however, that any of the contemplated financing arrangements described herein will be available and, if available, can be obtained on terms favorable to us.
 
Our operations and short term financing does not currently meet our cash needs.  We believe we will be able to generate revenues from sales and raise capital through private placement offerings of its equity securities to provide the necessary cash flow to meet anticipated working capital requirements.  Our actual working capital needs for the long and short term will depend upon numerous factors, including our operating results, competition, and the availability of credit facilities, none of which can be predicted with certainty.  
 
 
 

 
 
 
Our future expansion will depend on operating results and will be limited by its ability to enter into financings and raise capital.
 
Working Capital Requirements 
 
Historically operations and short term financing have been sufficient to meet our cash needs. We believe that we will be able to generate revenues from sales and raise capital through private placement offerings of its equity securities to provide the necessary cash flow to meet anticipated working capital requirements. However, our actual working capital needs for the long and short term will depend upon numerous factors, including operating results, competition, and the availability of credit facilities, none of which can be predicted with certainty. Future expansion will be limited by the availability of financing products and raising capital.
 

OFF-BALANCE SHEET ARRANGEMENTS
 
We have never entered into any off-balance sheet financing arrangements and have never established any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Recent Accounting Pronouncements

In September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The management is currently evaluating the effect of this pronouncement on financial statements.

In September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)’ This Statement improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. However, an employer without publicly traded equity securities is required to disclose the following information in the notes to financial statements for a fiscal year ending after December 15, 2006, but before June 16, 2007, unless it has applied the recognition provisions of this Statement in preparing those financial statements:
 
a.    A brief description of the provisions of this Statement
b.    The date that adoption is required
c.    The date the employer plans to adopt the recognition provisions of this Statement, if earlier.
 
The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The management is currently evaluating the effect of this pronouncement on financial statements.
 
In February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. Therefore, calendar-year companies may be able to adopt FAS 159 for their first quarter 2007 financial statements.

The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FAS 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities.
 
 


 
Critical Accounting Policies
 
Artcraft V, Inc.’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
 
Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, Artcraft V. views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on Artcraft V, Inc.’s consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.
 
Item 3.    Control and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of September 30, 2007.  Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the third quarter of fiscal 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 

 

 
PART II - OTHER INFORMATION
 
Item 1.    Legal Proceedings.
 
We are currently not a party to any pending legal proceedings and, to the best of our knowledge, no such action against us has been threatened.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.
 
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 September 30, 2007, 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
             
 None.

 






 

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.
 
By: /s/ Li Te Xiao
 
Li Te Xiao
 
President, Chief Executive Officer,
 
Chief Financial Officer and Director
 
 
 
 
 
 
Date: December 6, 2007