NEVADA | 98-0521119 | |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | þ |
Balance Sheet
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as of
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September 30,
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December 31,
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2012
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2011
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(Unaudited)
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ASSETS
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Current Assets
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Cash
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$ | 15,776 | $ | 49,831 | ||||
Total Assets
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$ | 15,776 | $ | 49,831 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current Liabilities
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Accounts Payable
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$ | 48,049 | $ | 42,772 | ||||
Long Term Liabilities
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Loan Payable (Note 5)
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320,000 | 300,000 | ||||||
Total Liabilities
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368,049 | $ | 342,772 | |||||
Stockholders' Deficit | ||||||||
Common Stock, $0.001 par value; authorized 225,000,000 shares; issued and outstanding 86,402,665 shares as at December 31, 2011, 86,402,665 shares as at September 30, 2012 | 86,403 | 86,403 | ||||||
Additional Paid-In Capital | 8,281,164 | 8,281,164 | ||||||
Deficit
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(8,719,840 | ) | (8,660,508 | ) | ||||
Total Stockholders' Deficit
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(352,273 | ) | (292,941 | ) | ||||
Total Liabilites and Stockholders' Deficit
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$ | 15,776 | $ | 49,831 |
DIGITAL DEVELOPMENT PARTNERS, INC.
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Statement of Operations
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(Unaudited)
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For the
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For the
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Three Months Ended
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Nine Months Ended
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September 30,
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September 30,
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2012
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2011
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2012
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2011
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Revenue
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$ | - | $ | 195,002 | - | 1,116,887 | ||||||||||
Cost of Sales
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- | 180,000 | - | 1,033,990 | ||||||||||||
Operating Income
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- | 15,002 | - | 82,897 | ||||||||||||
General and Administrative Expenses:
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Advertising
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- | - | - | 61,235 | ||||||||||||
Consulting
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- | 7,500 | - | 56,250 | ||||||||||||
Professional Fees
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7,398 | 10,805 | 12,710 | 27,271 | ||||||||||||
Transfer Fees
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- | - | - | 402 | ||||||||||||
Project Related Costs
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- | - | - | - | ||||||||||||
Other Administrative Expenses
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12,811 | 10,570 | 35,364 | 45,447 | ||||||||||||
Total General and
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Administrative Expenses
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20,209 | 28,875 | 48,074 | 190,605 | ||||||||||||
Net Loss from Operations
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(20,209 | ) | (13,873 | ) | (48,074 | ) | (107,708 | ) | ||||||||
Other Income and Expense
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Interest Income
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1 | - | 5 | - | ||||||||||||
Interest Expense
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(3,885 | ) | (3,751 | ) | (11,263 | ) | (12,023 | ) | ||||||||
(3,884 | ) | (3,751 | ) | (11,258 | ) | (12,023 | ) | |||||||||
Net Loss
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$ | (24,093 | ) | $ | (17,624 | ) | (59,332 | ) | (119,731 | ) | ||||||
Loss Per Common Share:
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Basic and Diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
Weighted Average Shares Outstanding,
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Basic and Diluted:
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86,402,665 | 86,402,665 | 86,402,665 | 86,402,665 |
DIGITAL DEVELOPMENT PARTNERS, INC.
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Statement of Cash Flows
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(Unaudited)
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For the
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Nine Months Ended
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September 30,
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2012
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2011
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Cash flows from operating activities:
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Net loss | $ | (59,332 | ) | $ | (119,731 | ) | ||
Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
Change in operating assets and liabilities: | ||||||||
- | - | |||||||
Accounts payable, accrued liabilities
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5,277 | 15,682 | ||||||
Deposits
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- | 252,447 | ||||||
Net cash provided (used) by operating activities
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(54,055 | ) | 148,398 | |||||
Cash flows from financing activities:
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Proceeds of loan | 20,000 | - | ||||||
Repayment of loans | - | (319,666 | ) | |||||
Proceeds of loan receivable | - | 33,000 | ||||||
Loan to related Party | - | (15,000 | ) | |||||
Net cash provided (used) by financing activities | 20,000 | (301,666 | ) | |||||
Non cash impairment of Goodwill | - | 5,000 | ||||||
Net increase (decrease) in cash
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(34,055 | ) | (148,268 | ) | ||||
Cash, beginning of the period
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49,831 | 196,676 | ||||||
Cash, end of the period
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$ | 15,776 | $ | 48,408 | ||||
Supplemental cash flow disclosure:
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Interest paid
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$ | - | $ | - | ||||
Taxes paid
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$ | - | $ | - |
1.
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Basis of Presentation and Nature of Operations
These unaudited interim financial statements as of and for the nine months ended September 30, 2012 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.
These unaudited interim financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s fiscal year end December 31, 2011 report. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the nine month period ended September 30, 2012 are not necessarily indicative of results for the entire year ending December 31, 2012.
Organization
The company was incorporated as Cyprium Resources, Inc. under the laws of the State of Nevada December 22, 2006. The Company was originally formed for mineral exploration in the United States. On May 19, 2009 the Company’s name was changed to Digital Development Partners, Inc.
Current Business of the Corporation
In January, 2007 the Company entered into a 20 year lease agreement with the owner of 10 mining claims situated in Utah, known as the King claims. The lease was maintained current through September 30, 2008, however mining activities were limited. The lease was terminated by mutual agreement in November 2008.
In a move to further the Company’s plans to market an on-line coupon system to merchants, the Company gained control of two private companies in 2009 involved in related enterprises; 4gDeals Inc. (later Yu Deal Inc.), and Top Floor Studio. These companies began to work together on the project.
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A reassessment of the Company’s direction resulted in a reorganization plan on February 17, 2010 which included:
1. Acquisition of a new line of technology through the acquisition of the worldwide distribution and servicing rights to a cell phone enterprise based in Hong Kong;
2. Change in management;
3. Sale of the Company’s option on Top Floor Studio;
4. Distribution of the Company’s shares in YuDeal, Inc. to the stockholders.
Pursuant to the plan, the Company’s interests in Top Floor Studio and YuDeal Inc. were disposed of in February, 2010. The Company’s option on Top Floor was sold to YuDeal, Inc. for YuDeal common stock, which in turn was traded for 20,095,000 shares of Company stock. These shares were returned to Treasury and cancelled. A residual of YuDeal stock was distributed to Company stockholders in March and April, 2010.
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In conjunction with the reorganization the management team of the Company resigned. The Company’s president, Isaac Roberts, was replaced by Jack Jie Quin, president of EFT Holdings Inc. f/k/a EFT Biotech Holdings, Inc. (“EFT”).
On February 17, 2010 an agreement was signed with the cell phone company, EFT ., which trades on the OTC Pink Sheets under the ticker symbol “EFTB”, and markets its “EFT-Phone” through direct marketing in China from Hong Kong. EFT’s distribution and servicing rights were acquired by the Company in the agreement through the exchange of 79,265,000 shares of the Company’s common stock.
EFT thereby became the majority stockholder of Digital Development Partners Inc. EFT placed orders for the EFT-Phone for its Chinese market through the fiscal year ended March, 2012. There have been no new orders in the current fiscal year. EFT has advised the company that due to a significant drop in demand for the EFT phone, no new orders will be placed and until sales increase. The Company is investigating other sources of revenue.
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2.
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Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Significant estimates made by management are, among others, reliability of long-lived assets and deferred taxes.
Cash and equivalents
Cash and equivalents include investments with initial maturities of six months or less.
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Fair Value of Financial Instruments
The Financial Accounting Standards Board issued ASC No. 820, “Fair Value Measurements and Disclosures.” ASC No. 820 requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company’s financial instruments as of September 30, 2011 approximate their respective fair values because of the short-term nature of these instruments. Such instruments consist of cash, accounts payable and accrued expenses. The fair value of related party payables is not determinable.
Income Taxes
The Company utilizes FASB ACS 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
The Company generated a deferred tax credit through net operating loss carry-forward. However, a valuation allowance of 100% has been established.
Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
Recent Accounting Pronouncements
In December 2011, the FASB issued ASU No. 2011-11, "Disclosures about Offsetting Assets and Liabilities." The amendments in this update require enhanced disclosures around financial instruments and derivative instruments that are either (1) offset in accordance with either ASC 210-20-45 or ASC 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendments are effective during interim and annual periods beginning on or after January 1, 2013. The Company does not expect this guidance to have any impact on its consolidated financial position, results of operations or cash flows.
The Company has reviewed issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.
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Basic and Diluted Net Loss Per Share
Net loss per share is calculated in accordance with ASC 260, Earnings Per Share, for the period presented. 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 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.
As of September 30, 2012 the Company has potentially dilutive securities in outstanding warrants. Since the Company is in a loss position the warrants are anti-dilutive and not considered in the calculation.
The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations for the nine months ended September 30, 2012 and 2011:
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2012 | 2011 | |||||||
Numerator: | ||||||||
Basic and diluted net loss per share: | ||||||||
Net Loss | $ | (59,332 | ) | $ | (119,731 | ) | ||
Denominator | ||||||||
Basic and diluted weighted average number of shares outstanding | 86,402,665 | 86,402,665 | ||||||
Basic and Diluted Net Loss Per Share | $ | (0.00 | ) | $ | (0.00 | ) |
3.
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Loans Payable
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September 30, 2012 | December 31,2011 | |||||||
Loan Payable – EFT | $ | 320,000 | $ | 300,000 |
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A promissory note for $500,000 was issued May 13, 2010 to EFT A series of advances was received from EFT during the fiscal year ended December 31, 2011 totaling $300,000. The note bears annual interest of 5%, requires no monthly payments, and matured November 13, 2010. The note was extended indefinitely. The note was paid down to $300,000 in January, 2011. A further $20,000 was advanced August 17, 2012, increasing the loan balance to 320,000.
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4.
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Income Taxes
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No provision was made for federal income tax, since the Company had an operating loss. The Company has accumulated net operating loss carry-forwards of approximately $8,799,000, which may be used to reduce taxable income through the year 2025, unless utilized beforehand. The net operating losses generated a deferred tax credit of $2,639,700, however a 100% valuation allowance has been recorded since it is more likely than not that some or all of the deferred tax credit will not be realized.
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5.
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Capital Stock
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No stock was issued in the nine months ended September 30, 2012.
As at September 30, 2012, the Company was authorized to issue 225,000,000 common shares, of which 86,402,665 shares were issued and outstanding.
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●
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involved the distribution of its shares in YuDeal to the Company’s shareholders; and
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●
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the acquisition of new line of technology which has the prospect of being the core of a commercially viable business.
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act.
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DIGITAL DEVELOPMENT PARTNERS, INC. | |||
Date : November 9, 2012
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By:
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/s/ Jack Jie Qin | |
Jack Jie Qin, Principal Executive Officer | |||
By:
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/s/ William E. Sluss | ||
William E. Sluss, Principal Financial and Accounting Officer |
Date : November 9, 2012
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By:
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/s/ Jack Jie Qin | |
Jack Jie Qin,
Principal Executive Officer
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Date : November 9, 2012
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By:
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/s/ William E. Sluss | |
William E. Sluss,
Principal Financial Officer
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(1)
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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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(2)
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The information contained in the Report fairly presents, in all material respects the financial condition and results of the Company.
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Date : November 9, 2012
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By:
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/s/ Jack Jie Qin | |
Jack Jie Qin, Principal Executive Officer
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By:
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/s/ William E. Sluss | ||
William E. Sluss, Principal Financial Officer |
4. Income Taxes
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9 Months Ended | ||||
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Sep. 30, 2012
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Income Tax Disclosure [Abstract] | |||||
4. Income Taxes |
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