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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Amendment No. 1)
(Mark One) |
[ x ] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2008 |
[ ] | 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: [ ]
CHINA DIGITAL VENTURES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Nevada |
------------- |
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification No.) |
Unit 603, 6/F., Malaysia Building, 50 Gloucester Road,Wanchai, Hong Kong |
n/a |
(Address of Principal Executive Offices) |
(Zip Code) |
+011 618 7123 2313
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former
Fiscal Year if Changed Since Last Report)
Indicate by check 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 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 [ x ] No [ ]
Indicate by check whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of " large accelerated filer, " " accelerated filer " and " small reporting company " in Rule 12b-2 of the Exchange Act. (check one) |
Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ] Smaller Reporting Company [ x ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |
Yes [ x ] No [ ]
The number of common equity shares outstanding as of January 31, 2009 was 13,228,000 shares of Common Stock, $0.001 par value. |
Explanatory Note |
|
Page |
||
PART I. FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | |
Consolidated Balance Sheet - December 31, 2008 (Unaudited) | 2 |
|
Consolidated Statements of Operations - Three Months ended December 31, 2008 and 2007 and from March 26, 2007 (Inception) to December 31, 2008 (Unaudited) | 3 |
|
Consolidated Statement of Stockholders' Equity / (Deficit) - From March 26, 2007 (Inception) to December 31, 2008 (Unaudited) | 4 |
|
Consolidated Statements of Cash Flows - Three Months ended December 31, 2008 and 2007 and from March 26, 2007 (Inception) to December 31, 2008 (Unaudited) | 5 |
|
Notes to Consolidated Financial Statements | 6-11 |
|
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 12-16 |
Item 3. | Quantitative and Qualitative Disclosure About Market Risk | 17 |
Item 4. | Controls and Procedures | 17 |
PART II. OTHER INFORMATION | ||
Item 1 | Legal Proceedings | 18 |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 18 |
Item 3 | Defaults Upon Senior Securities | 18 |
Item 4 | Submission of Matters to a Vote of Security Holders | 18 |
Item 5 | Other Matters | 18 |
Item 6. | Exhibits | 18 |
SIGNATURES | 19 |
PART I - FINANCIAL INFORMATION
CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
COSOLIDATED BALANCE SHEET |
AS AT DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
Note |
December 31, |
September 30, |
|||
(Unaudited) |
(Audited) |
||||
ASSETS |
|||||
Current assets: |
|||||
Cash and cash equivalents |
$ |
8,503 |
$ |
8,517 |
|
-------------------- |
------------------- |
||||
Total assets | $ |
8,503 |
$ |
8,517 |
|
=========== |
=========== |
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||
Current liabilities: |
|||||
Accrued expenses |
$ |
34,160 |
$ |
33,060 |
|
Amount due to a director |
21,148 |
19,648 |
|||
------------------- |
------------------- |
||||
Total current liabilities | 55,308 |
52,708 |
|||
------------------- |
------------------- |
||||
Stockholders' deficit : |
|||||
Common stock, $0.001 par value, 75,000,000 shares authorized 13,228,000 (2007: 13,000,000) shares issued and outstanding | 4 |
13,208 |
13,208 |
||
Additional paid up capital |
4 |
31,352 |
31,352 |
||
Deficit accumulated during the development stage | (91,365) |
(88,751) |
|||
------------------- |
------------------- |
||||
Total stockholders' deficit |
(46,805) |
(44,191) |
|||
------------------- |
------------------- |
||||
Total liabilities and stockholders' deficit |
$ |
8,503 |
$ |
8,517 |
|
=========== |
=========== |
||||
See accompanying notes to the financial statements
2
CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
COSOLIDATED STATEMENTS OF OPERATIONS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 AND 2007 AND FROM MARCH 26, 2007 (INCEPTION) TO DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
For the Period |
||||||
For the Three |
For the Three |
from March 26, |
||||
Months Ended |
Months Ended |
2007 (Inception) |
||||
December 31, |
December 31, |
to December 31, |
||||
2008 |
2007 |
2008 |
||||
--------------------- |
--------------------- |
--------------------- |
||||
Net Revenues | $ |
5,886 |
$ |
1,300 |
$ |
18,637 |
Cost of Revenues | 2,833 |
910 |
9,712 |
|||
--------------------- |
--------------------- |
--------------------- |
||||
Gross Profits | 3,053 |
390 |
8,925 |
|||
Other General and Administrative Expenses | 5,667 |
13,894 |
100,286 |
|||
--------------------- |
--------------------- |
--------------------- |
||||
Loss from Operations | (2,614) |
(13,504) |
(91,361) |
|||
Other Expenses | ||||||
Interests | - |
- |
4 |
|||
--------------------- |
--------------------- |
--------------------- |
||||
Net Loss | $ |
(2,614) |
$ |
(13,504) |
$ |
(91,365) |
============ |
============ |
============ |
||||
Weighted Average Basic and Diluted Shares Outstanding | 13,228,000 |
13,000,000 |
12,950,334 |
|||
============ |
============ |
============ |
||||
Loss Per Share - basic and diluted | $ |
(0.00) |
$ |
(0.00) |
$ |
(0.00) |
============ |
============ |
============ |
*Basic and diluted weighted average number of shares is the same since the Company has no dilutive securities |
See accompanying notes to the financial statements
3
CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENT OF STOCKHOLDERS'EQUITY / (DEFICIT) |
FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
Deficit |
||||||||||||
accumulated |
||||||||||||
Common stock |
Additional |
during the |
Total |
|||||||||
------------------------------ |
paid-in |
development |
stockholders' |
|||||||||
Shares |
Amount |
capital |
stage |
equity/(deficit) |
||||||||
------------ |
------------ |
------------ |
------------ |
------------------ |
||||||||
Balance at March 26, 2007 (inception) | - |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
|||
Issuance of founder shares for cash at $0.001 per share - March 28, 2007 | 10,000,000 |
10,000 |
- |
- |
10,000 |
|||||||
Sale of shares for cash at $0.01 per share - April 2007 | 3,000,000 |
3,000 |
27,000 |
- |
30,000 |
|||||||
Net loss |
- |
- |
- |
(38,799) |
(38,799) |
|||||||
---------------- |
---------------- |
---------------- |
---------------- |
--------------- |
||||||||
Balance at September 30, 2007 | 13,000,000 |
13,000 |
27,000 |
(38,799) |
1,201 |
|||||||
Sale of shares for cash at $0.02 per share - Feb-Mar 2008 | 208,000 |
208 |
3,952 |
- |
4,160 |
|||||||
Issuance of shares for services at $0.02 per share - Jul 7, 2008 | 20,000 |
- |
400 |
- |
400 |
|||||||
Net loss | - |
- |
- |
(49,952) |
(49,952) |
|||||||
---------------- |
---------------- |
---------------- |
---------------- |
--------------- |
||||||||
Balance at September 30, 2008 | 13,228,000 |
13,208 |
31,352 |
(88,751) |
(44,191) |
|||||||
Net loss | - |
- |
- |
(2,614) |
(2,614) |
|||||||
---------------- |
---------------- |
---------------- |
---------------- |
--------------- |
||||||||
Balance at December 31, 2008 | 13,228,000 |
$ |
13,208 |
$ |
31,352 |
$ |
(91,365) |
$ |
(46,805) |
|||
========== |
========== |
========= |
========= |
========= |
See accompanying notes to the financial statements
4
CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
FOR THE THREE MONTHS ENDED
DECEMBER 31, 2008 AND 2007 AND FROM MARCH 26, 2007 (INCEPTION) TO DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
For the Three |
For the Three |
For the Period |
||||
----------------------- |
----------------------- |
------------------------ |
||||
Cash Flows from Operating Activities: | ||||||
Net Loss | $ |
(2,614) |
$ |
(13,504) |
$ |
(91,365) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||||||
Common stock issuance for services | - |
- |
400 |
|||
Changes in Assets and Liabilities: | ||||||
Increase in Account Receivable | - |
(1,000) |
- |
|||
Increase in Accrued Expenses | 1,100 |
4,226 |
34,160 |
|||
Increase in Deposit and Other Payables | - |
4,500 |
- |
|||
Increase in Account Payables | - |
910 |
- |
|||
Increase in Due to a director | 1,500 |
1,500 |
21,148 |
|||
----------------------- |
----------------------- |
----------------------- |
||||
Net Cash Used in Operating Activities | (14) |
(3,368) |
(35,657) |
|||
----------------------- |
----------------------- |
----------------------- |
||||
Cash Flows from Investing Activities: | - |
- |
- |
|||
----------------------- |
----------------------- |
----------------------- |
||||
Cash Flows from Financing Activities: | ||||||
Proceeds from Sale of Common Stock | - |
- |
44,160 |
|||
----------------------- |
----------------------- |
----------------------- |
||||
Net Cash Provided by Financing Activities | - |
- |
44,160 |
|||
----------------------- |
----------------------- |
----------------------- |
||||
Increase in Cash | (14) |
(3,368) |
8,503 |
|||
Cash - Beginning of Period | 8,517 |
5,001 |
- |
|||
----------------------- |
----------------------- |
----------------------- |
||||
Cash - End of Period | $ |
8,503 |
$ |
1,633 |
$ |
8,503 |
============= |
============= |
============= |
||||
Supplemental Disclosures of Cash Flow Information: | ||||||
Interest Paid | $ |
- |
$ |
- |
$ |
4 |
============= |
============= |
============= |
||||
Income Taxes Paid | $ |
- |
$ |
- |
$ |
- |
============= |
============= |
============= |
See accompanying notes to the financial statements
5
CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
1. |
ORGANIZATION |
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6
CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
3. |
SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS (CONTINUED) |
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Place of |
Attributable | ||||
Name of Company | incorporation | Interest | |||
Superfone Asia Holdings Limited | Hong Kong | 100%* | |||
Superfone Asia Limited | Hong Kong | 100%* | |||
* the attributable interests will decrease to 50% once we commence commercial operation of the joint venture. | |||||
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The Company computes net income (loss) per share in accordance with SFAS No. 128. Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per Share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. |
|
Statement of financial accounting standard No. 107, Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. Unless otherwise indicated, the fair values of all reported assets and liabilities, which represent financial instruments, none of which are held for trading purposes, approximate are carrying values of such amounts. |
7
CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
3. |
SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS (CONTINUED) |
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8
CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
3. |
SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS (CONTINUED) |
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9
CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
3. |
SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS (CONTINUED) |
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10
CHINA DIGITAL VENTURES CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
4. |
COMMON STOCK |
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11
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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Forward-Looking Statements |
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Critical Accounting Policy and Estimates |
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12
Overview |
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Overview Telecom Market |
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Telecom Services |
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13
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* |
Distinctive Telecom Service offerings; |
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* |
Tiered costing models based on volume and purchase frequency; and |
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* |
Prizes, additional compensation and other incentive programs for top resellers' sales people. |
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Mobile Devices Advertising |
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General |
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14
Results of Operations |
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The Company has realized revenue of $1,300 for the three months period ended December 31, 2007. The Company incurred a cost of revenue of $910, achieving a gross profit of $390 for the three months period ended December 31, 2007. For the period from March 26, 2007 (date of inception) to December 31, 2008, the Company realized revenue of $18,637, incurred a cost of revenue of $9,712 and achieved a gross profit of $8,925. |
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For the three months period ended December 31, 2007, our gross profit was $390 and our total operating expenses were $13,894, all of which were selling, general and administrative expenses. Our net loss to our shareholders for the three months period ended December 31, 2007 was $13,504. For the period from March 26, 2007 (date of inception) to December 31, 2008, the accumulated gross profit was $8,925, the total operating expenses was $100,286 which was all selling, general and administrative expenses and had $4 in interest expenses and resulting in an accumulated net loss to our shareholders of $91,365. |
15
Liquidity and Capital Resources |
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16
Item 3. Quantitative and Qualitative Disclosures about Market Risk. |
Quantitative and Qualitative Disclosures about Market Risk: |
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Item 4. Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures: |
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Management's Report on Internal Control over Financial Reporting |
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Changes in Internal Controls over Financial Reporting: |
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17
PART II. OTHER INFORMATION |
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Description |
3.1 |
Articles of Incorporation (1) |
3.2 |
Bylaws (1) |
10.1 |
A Letter Agreement for loan advanced by Mr. Bing He (2) |
31.1 |
Rule 13a-14(a)/15d14(a) Certification of CEO (Attached Hereto) |
31.2 |
Rule 13a-14(a)/15d14(a) Certification of CFO (Attached Hereto) |
32.1 |
Section 1350 Certifications (Attached Hereto) |
32.2 |
Section 1350 Certifications (Attached Hereto) |
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2 |
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18
SIGNATURES |
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Dated: October 15, 2009 |
CHINA DIGITAL VENTURES CORPORATION |
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By: |
/s/ Con Unerkov |
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Name: |
Con Unerkov |
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Title: |
President and Director |
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(Principal Executive Officer) |
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By: | /s/ Bing He | |
Name: |
Bing He |
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Title: |
Treasurer and Director |
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(Principal Financial and |
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Accounting Officer) |
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19
EXHIBIT 31.1 |
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I, Con Unerkov, certify that: |
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Dated: October 15,
2009 |
EXHIBIT 31.2 |
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I, Bing He, certify that: |
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(c) |
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Dated: Ocotber 15,
2009 |
EXHIBIT 32.1 CERTIFICATION PURSUANT TO |
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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A signed original of this written statement required by Section 906 has been provided to China Digital Ventures Corporation, and will be retained by China Digital Ventures Corporation and furnished to the Securities and Exchange Commission or its staff upon request. |
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EXHIBIT 32.2 CERTIFICATION PURSUANT TO |
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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A signed original of this written statement required by Section 906 has been provided to China Digital Ventures Corporation, and will be retained by China Digital Ventures Corporation and furnished to the Securities and Exchange Commission or its staff upon request. |
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