10QSB 1 form10qsb063005.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2005 ------------------------------------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the transition period from to ---------------- ---------------- Commission file number 000-28831 -------------------------------------------------------------- China Direct Trading Corporation -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Florida 84-1047159 -------------------------------------------------------------------------------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 12535 Orange Drive, Suite 613, Davie, Florida 33330 ------------------------------------------------------------------------------ (Address of principal executive offices) (954) 474-0224 Issuer's telephone number (Former name, former address and former fiscal year, if changed since last report.) APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ----- No ----- APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date: June 30, 2005 Approximately 524,977,610 shares Transitional Small Business Disclosure Format (check one). Yes ; No X ---- ----- PART I ITEM 1. FINANCIAL STATEMENTS CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, December 31, 2005 2004 ------------------ ------------------ Assets: Current assets: Cash $ 76,897 $ 77,503 Advances - 3,062 Prepaid expense - 9,000 ------------------ ------------------ Total Current Assets 76,897 89,565 ------------------ ------------------ Fixed assets: Computers 2,688 2,688 Less: Accumulated Depreciation (1,344) (897) ------------------ ------------------ Total Fixed Assets 1,344 1,791 ------------------ ------------------ Other non-current assets: Deposits 1,713 1,713 ------------------ ------------------ Total other non-current assets 1,713 1,713 ------------------ ------------------ Total assets $ 79,954 $ 93,069 ================== ================== CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Continued)
(Unaudited) June 30, December 31, 2005 2004 ------------------ ------------------ Liabilities and Stockholders' Deficit: Current liabilities: Accounts payable, trade $ 19,424 $ 20,595 Accrued expenses 162,437 170,516 Customer deposits 83,680 83,680 Accrued compensation 100,000 200,000 Related party payables 315,000 315,000 ------------------ ------------------ Total Liabilities 680,541 789,791 ------------------ ------------------ Stockholders' Deficit: Preferred Stock, par value $.001 per share Authorized 100,000,000 shares, Issued 8,100 shares at June 30, 2005 and December 31, 2004 8 8 Common Stock, par value $.0001 per share Authorized 600,000,000 shares, Issued 524,977,610 Shares at June 30, 2005 and December 31, 2004 52,498 51,546 Additional paid-in capital 292,480 93,432 Accumulated deficit (945,573) (841,708) ------------------ ------------------ Total Stockholders' Deficit (600,587) (696,722) ------------------ ------------------ Total Liabilities and Stockholders' Deficit $ 79,954 $ 93,069 ================== ==================
See accompanying notes. CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months For the Six Months Ended June 30, Ended June 30, -------------------------------------- ------------------------------------- 2005 2004 2005 2004 ------------------ ------------------ ----------------- ----------------- Revenues $ 261,016 $ 401,005 $ 465,370 $ 674,437 Cost of Sales (155,101) (282,579) (327,376) (424,719) ------------------ ------------------ ----------------- ----------------- Gross Profit 105,915 118,426 137,994 249,718 ------------------ ------------------ ----------------- ----------------- Operating Expenses: Sales and marketing 4,353 6,103 6,126 10,918 Compensation 50,000 - 100,000 - Other General and administrative 69,670 69,721 135,004 117,065 ------------------ ------------------ ----------------- ----------------- Total Operating Expenses 124,023 75,824 241,130 127,983 ------------------ ------------------ ----------------- ----------------- Net Operating Income (Loss) (18,108) 42,602 (103,136) 121,735 Other Income (Expense): Interest income 11 - 11 - Interest expense - (909) (740) (1,729) ------------------ ------------------ ----------------- ----------------- Net Income (Loss) $ (18,097) $ 41,693 $ (103,865) $ 120,006 ================== ================== ================= ================= Weighted Average Shares Outstanding 517,232,972 499,350,300 516,348,305 499,350,300 ================== ================== ================= ================= Income (Loss) per Common Share $ - $ - $ - $ - ================== ================== ================= =================
See accompanying notes. CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, ------------------------------------- 2005 2004 ----------------- ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Continuing operations: Net Income (Loss) $ (103,865) $ 120,006 Adjustments necessary to reconcile net loss to net cash used in operating activities: Stock issued for expenses 9,000 - Stock issued for accrued compensation 200,000 - Depreciation 448 448 (Increase) decrease in advances 3,061 - Increase (decrease) in accounts payable (1,171) (1,440) Increase (decrease) in accrued compensation (100,000) - Increase (decrease) in accrued expenses (8,079) - Increase (decrease) in deposits from customers - (895) ----------------- ------------------ Net Cash Used in continuing operations (606) 118,119 ----------------- ------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of fixed assets - (2,688) ----------------- ------------------ Net cash provided by (used) investing activities - (2,688) ----------------- ------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sale of stock - - Shareholder receivables - (1,851) Proceeds from shareholder payables - - ----------------- ------------------ Net Cash Provided by Financing Activities - (1,851) ----------------- ------------------ Net (Decrease) Increase in Cash and Cash Equivalents (606) 113,580 Cash and Cash Equivalents at Beginning of Period 77,503 24,841 ----------------- ------------------ Cash and Cash Equivalents at End of Period $ 76,897 $ 138,421 ================= ==================
CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
For the Six Months Ended June 30, -------------------------------------- 2005 2004 ------------------ ------------------ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 740 $ 1,729 Franchise and income taxes $ - $ - SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: NONE -----------
See accompanying notes. CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of accounting policies for China Direct Trading Corporation and Subsidiaries is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. Interim Reporting The unaudited financial statements as of June 30, 2005 and for the three and six month periods ended June 30, 2005 and 2004 reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of operations for the three and six months. Operating results for interim periods are not necessarily indicative of the results which can be expected for full years. Organization and Basis of Presentation China Direct Trading Corporation (formerly "CBQ, Inc."), a Florida corporation, was initially incorporated September 18, 1986 under the laws of the State of Delaware under the name "Yorkshire Leveraged Group, Incorporated", and then changed its situs to Colorado in 1989 by merging into a Colorado corporation, named "Freedom Funding, Inc.". Freedom Funding, Inc. then changed its name to "CBQ, Inc." by amendment of its Articles of Incorporation on November 25, 1998. In May 2004, the Company changed its name to China Direct Trading Corporation and reincorporated from the State of Colorado to the State of Florida. Souvenir Direct, Inc. was incorporated on September 9, 2002 under the laws of the State of Florida. On December 1, 2003, China Direct Trading Corporation acquired 100% of the outstanding common stock of Souvenir Direct, Inc. in a reverse acquisition. At this time, a new reporting entity was created. Souvenir Direct, Inc. is considered the reporting entity for financial reporting purposes. Nature of Business The Company is engaged in the business of marketing and selling novelty, gift, and promotional items in North America. The items are typically manufactured in the People's Republic of China by third-party manufacturing companies. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Pervasiveness of Estimates The preparation of financial statements in conformity with generally accepted accounting principles required 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. Principles of Consolidation The consolidated financial statements for the six months ended June 30, 2005 include the accounts of the parent entity and its subsidiaries Souvenir Direct, Inc. and China Pathfinder Fund, LLC. The results of subsidiaries acquired or sold during the year are consolidated from their effective dates of acquisition through their effective dates of disposition. All significant intercompany balances and transactions have been eliminated. Net Income (Loss) Per Common Share Basic earnings per common share were computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted loss per common share for the three and six months ended June 30, 2005 and 2004 are not presented as it would be anti-dilutive. Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. Reclassifications Certain reclassifications have been made in the 2004 financial statements to conform with the 2005 presentation. Major Suppliers The Company's major suppliers are from the People's Republic of China and to a lesser extent a variety of Pacific Rim countries. The Company relies on 30 manufacturing concerns in China for its products. The loss of these Chinese manufacturing sources would adversely impact on the business of the Company. CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Major Customers At June 30, 2005, the Company receives approximately 36% of its gross revenues from its top three accounts. The loss of these customers would adversely impact the business of the Company. Revenue Recognition Sales are recorded when goods are shipped, and profit is recognized at that time. Allowances for sales returns, rebates and discounts are recorded as a component on net sales in the period the allowances are recognized. Advertising Advertising costs are expensed as incurred. Advertising expense was $6,126 and $10,918 for the six months ended June 30, 2005 and 2004, respectively. Income Taxes The Company accounts for income taxes under the provisions of SFAS No. 109, "Accounting for Income Taxes." SFAS No.109 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities. NOTE 2 - LEASES In September 2004, the Company entered into a new lease agreement for approximately 1,800 square feet of office space with Flamingo Commons, LLC. The lease requires monthly lease payments of approximately $2,175 beginning September 1, 2004. The lease expires in August 2005. The office space is used as the corporate headquarters. It is located at 12535 Orange Drive, Suite 613, Davie, Florida 33330. The Company also rents a storage facility on a month-to-month basis. Monthly rentals for the storage facility are approximately $150. Rental expense under these leases was approximately $13,000 and $7,500 for the six months ended June 30, 2005 and 2004, respectively. CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - LEASES (continued) The minimum future lease payments under these leases for the next five years are: Year Ended December 31, ------------------------------------------- 2005 $ 17,400 2006 - 2007 - 2008 - 2009 - -------------- Total minimum future lease payments $ 17,400 ============== NOTE 3 - COMMITMENTS On December 1, 2003, the Company entered into an employment agreement with Howard Ullman, the Company's President and CEO that provides for annual compensation of $200,000. NOTE 4 - STOCK TRANSACTIONS Common Stock On September 9, 2002, the Company issued 100 shares of common stock for $2,774 of start- up expenses. On December 1, 2003, the Company issued 97,000,000 shares of common stock to acquire Souvenir Direct, Inc. in a reverse acquisition. The 100 shares that were previously issued were retroactively adjusted to reflect the equivalent number of shares that were issued in connection with the reverse acquisition. The acquisition was recorded by a credit to common stock of $9,600 and a debit to paid-in capital of $2,674 and a debit to retained earnings of $6,926. Also on December 1, 2003, an additional 414,628,300 shares of common stock were issued to the previous owners of CBQ, Inc. All references to stock reflect the retroactive adjustment to the shares. In April 2004, 440,000 shares of common stock were returned to the treasury and cancelled. In May 2004, the Company issued 1,500,000 shares of common stock for services valued at $27,000. In June 2004, the Company issued 2,000,000 shares of common stock for services valued at $36,000. As of December 31, 2004, expense of $27,000 and prepaid expense of $9,000 was recorded. In June 2004, the Company issued 200,000 shares of common stock for services valued at $3,600. CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 - STOCK TRANSACTIONS (continued) In July 2004, the Company issued 138,000 shares of common stock for services valued at $5,520. In September 2004, the Company issued 240,000 shares of common stock for services valued at $7,200. In November 2004, the Company issued 187,500 shares of common stock for services valued at $9,375. In June 2005, the Company issued 9,523,810 shares of common stock for accrued compensation of $200,000. Preferred Stock In February 2004, the Company sold 1,000 shares of preferred stock for cash of $5,000. In June 2004, the Company issued 7,100 shares of preferred stock for services valued at $128. The preferred shares are convertible to common shares at a conversion ratio of 1,000 shares of common stock for each share of preferred stock. Warrants The Company has issued stock warrants to its officers and directors for a total of 5,975,000 shares of the Company's common stock. The warrants expire between November 11, 2011 and July 20, 2014. The warrants have an exercise price of $.03 to $.05. The Company issued a stock warrant to each of two former officers of the Company in December 2003 for a total of 35,000 shares of the Company's common stock. Each of the stock warrants expires on July 20, 2014,and entitles each former officer to purchase 10,000 and 25,000 shares, respectively, of the Company's common stock at an exercise price of $0.05. The Company issued a stock warrant for 50,000,000 shares of common stock to Dutchess Private Equities Fund, II, L.P. ("Dutchess"), as part of an investment agreement between Dutchess and the Company. As part of the agreement, Dutchess was to invest up to $2,500,000 to purchase the Company's common stock. The warrant was to expire August 3, 2014. On February 16, 2005, the Company and Dutchess agreed to postpone the implementation of the foregoing financing arrangement. As of the date of this Report, the Company and Dutchess have agreed not to proceed with this financing arrangement and the aforementioned warrant has been cancelled. CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 - RELATED PARTY PAYABLES On September 1, 2004, China Pathfinder Fund, LLC., a wholly-owned subsidiary of the Company received loans of $15,000 from shareholders of the Company. The loans carry an interest rate of 5% per annum and are payable in twelve equal monthly installments with the first installment due and payable on January 31, 2005. The monthly installments due and payable from January 2005 through June 2005 have been deferred mutual agreement of China Pathfinder Fund, LLC and the lending shareholders. During 2003 and 2004, a former officer of the Company paid $300,000 to settle a previously filed lawsuit on behalf of the Company. This $300,000 has been included in related party payables at June 30, 2005 and December 31, 2004. NOTE 6 - INCOME TAXES As of December 31, 2004, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $455,000 that may be offset against future taxable income through 2024. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount. NOTE 7 - LEGAL SETTLEMENTS In June 2001, ITC/INFO Tech ("Claimant") obtained a default award of $79,000 against the Company. The award was based on non-payment for computer goods shipped by ITC to two subsidiaries of the Company. The Company has offered to settle the award for shares of restricted stock, but the Claimant has refused to accept such an offer to date. The Claimant has made no effort to enforce its award since June 2001. As of June 30, 2005 and December 31, 2004, the award amount has been included in the accrued expenses of the Company. NOTE 8 - CONTINGENCIES Celeste Trust Reg., Esquire Trade, et al. v. CBQ, Inc. (Case# 03 Civ. 9650 RMB; US District Court, SDNY, 12/4/2003). A lawsuit filed against CBQ, Inc. by three plaintiffs on or about December 4, 2003, but which the Company did not receive notice of until the week of February 18, 2004 or thereabouts. The plaintiffs purchased debentures issued by Socrates Technologies Corporation (STC), a public Delaware corporation in 2000. When the Company purchased the assets of two STC subsidiaries in March 2001, the plaintiffs allege that the Company promised to issue to the plaintiffs and others the consideration that was to be paid to STC for the acquired assets CHINA DIRECT TRADING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 - CONTINGENCIES (continued) and to so do in order to compensate the plaintiffs for their investment in the STC debentures, which were apparently in default at that time. The total consideration paid for the STC subsidiaries' assets were 7.65 million shares of Company Common Stock and a Promissory Note made by CBQ, Inc. for $700,000 principal amount. The Company is currently contesting the lawsuit. On April 15, 2004, the Court denied the plaintiffs' motion for default judgment and set the case for discovery and trial. On January 25, 2005, the U.S. District Court for the Southern District of New York dismissed without prejudice the lawsuit against China Direct Trading Corporation in the previously- reported civil case styled CELESTE TRUST REG., ESQUIRE TRADE, ET AL. V. CBQ, INC. (Case# 03 Civ. 9650 RMB; US District Court, Southern District for New York, 12/4/2003). The lawsuit was dismissed in a response to China Direct Trading Corporation's motion to dismiss. The Plaintiffs can refile the lawsuit if they a complaint on or before March 1, 2005. The Plaintiffs have filed an amended complaint with the Court on or about February 24, 2005. The Company has filed a motion to dismiss the plaintiff's amended complaint, which motion has not be heard or ruled upon by the Court. As reported previously, the Company has received two claims from certain former shareholders of Cyberquest, Inc. that they hold or own approximately 70,000 shares of a class of the Company's redeemable preferred stock that was issued in the Company's 1998 acquisition of Cyberquest. Cyberquest ceased operations in 2000-2001 period. The Company has investigated these claims and has not been able to date to substantiate any of the claims to date and the claimants have not pursued their claims beyond an initial communication asserting ownership of these shares of serial preferred stock. NOTE 9 - SUBSIDIARY In February 2004, the Company established a new subsidiary, China Pathfinder Fund, LLC, a Florida limited liability company. The purpose of this new subsidiary is to pursue the business of acting as a funding and merger-and-acquisition agent in the United States and China. NOTE 10 - ACQUISITION On March 18, 2005, the Company entered into an agreement whereby the Company will acquire 40% of the outstanding shares of Beijing Hua Wei Furniture Manufacture Co., Ltd., ("HWFM"), a company organized under the laws of the People's Republic of China. The Company was to issue common stock valued at $1,325,000 at closing to acquire its 40% interest in HWFM. On July 20, 2005, the Company announced the termination of this agreement because HWFM failed to satisfy one of the conditions to consummation of the acquisition. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION GENERAL - This discussion should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's annual report on Form 10-KSB for the year ended December 31, 2004. PLAN OF OPERATIONS. The Company's plan of operations is to: (a) expand SDI's existing gift, souvenir and promotional product line and expand SDI's geographical markets by increased marketing of SDI at U.S. and International gift, souvenir and/or promotional product trade shows and more extensive face-to-face marketing of SDI to targeted U.S. corporate accounts; (b) establish CPF's business development business by more extensive face-to-face marketing of potential customers in China by CPF's new Beijing office; and (c) establish CPF as a second trading company operation that trades in non-SDI products, especially trading Chinese commodities and manufactured goods in the U.S. through sales to wholesalers and distributors as well as sales to end- user customers. The Company is seeking to accomplish its expansion of its business lines by internal growth through enhanced, expanded marketing and sales efforts and diversification of product lines, and by acquiring other companies through stock-for-stock exchanges. The Company may incur significant post-merger or acquisition registration costs in the event management wishes to register a portion of their shares for subsequent sale. The Company will also incur significant legal and accounting costs in connection with the acquisition including the costs of preparing post- effective amendments, Forms 8-K, agreements and related reports and documents. While the Company believes that SDI will be able to generate sufficient cash flow to pay for SDI's and the Company's direct overhead costs and, with respect to SDI, its internal planned growth in fiscal year 2005, SDI does not generate sufficient cash flow at this time to fund an acquisition program, and funding of the proposed enhanced and expanded marketing and sales efforts for SDI and CPF. The Company will not have sufficient funds (unless it is able to raise funds in a private placement or in connection with an acquisition) to undertake any significant business development, or extensive marketing, in terms of scope of campaign and geographical reach, of new products. Accordingly, following the acquisition, the Company will, in all likelihood, be required to either seek debt or equity financing or obtain funding from third parties, in exchange for which the Company may be required to give up a substantial portion of its interest in the acquired product or to issue large number of shares of its capital stock. There is no assurance that the Company will be able either to obtain additional financing or interest third parties in providing funding for the further development, marketing and manufacturing of any products acquired. RESULTS OF OPERATIONS - For the three and six months ended June 30, 2005, the Company had a net loss from operations of approximately $18,000 and $104,000, respectively. For the three and six months ended June 30, 2004, the Company had net income of approximately $42,000 and $120,000, respectively. Total Revenues - For the six months ended June 30, 2005 and 2004, the Company had total sales of approximately $465,000 and $674,000, respectively, for a decrease of approximately $209,000. The decrease in revenues was mainly due to a one-time order for $90,000 during the six months ended June 30, 2004. Costs and Expenses - For the six months ended June 30, 2005 and 2004, the Company had cost of sales of approximately $327,000 and $425,000, respectively. As a percentage of sales, cost of sales increased from approximately 63% for the six months ended June 30, 2004 to approximately 70% for the six months ended June 30, 2005. The increase in the cost of sales for the six months ended June 30, 2005 as compared to the same period in 2004 is due to advanced payments made by the Company to factories for manufacturing. General and administrative expenses increased approximately $118,000, from $117,065 for the six months ended June 30, 2004 to $235,004 for the six months ended June 30, 2005. This increase is attributable primarily to an increase in officer compensation as well as an increase in legal and professional fees. The cost of rent and other general and administrative costs also increased for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. LIQUIDITY AND CAPITAL RESERVES. Historically, the Company has not generated enough cash flow from operations to cover its overhead costs and the cost of growth. The inadequacy of cash flow and the inability of the Company to consistently obtain funding and ongoing funding on commercially reasonable terms have undermined the former business operations of the Company and forced the Company to obtain funding from management and through the sale of Company securities. As a small business and a penny stock company, the Company will continue to face difficulty in obtaining financing or funding on reasonable commercial terms. The Company expects future development and expansion will be financed through cash flow from operations and other forms of financing such as the sale of additional equity and debt securities, capital leases and other credit facilities. There are no assurances that such financing will be available on terms acceptable or favorable to the Company. Further, the increase in the number of shares of common stock in the public markets may reduce the ability or appeal of the Company to future sources of possible financing or funding. GOVERNMENT REGULATIONS. The Company is subject to all pertinent Federal, State, and Local laws governing its business. The Company is subject to licensing and regulation by a number of authorities in its State or municipality. These may include health, safety, and fire regulations. IMPACT OF INFLATION. To date, the Company has not experienced any significant effect from inflation. The Company's major expenses have been the cost of marketing its product lines to customers in North America. That effort involves mostly Mr. Ullman traveling to make direct marketing and sales pitches to customers and potential customers as well as showing the SDI products at industry trade shows around North America and visiting China to maintain and expand SDI's distribution and manufacturing relationships and channels. The Company generally has been able to meet increase in costs by raising prices of its products. COUNTRY RISKS. Almost all of the Company's contract manufacturing operations and sources of products are located in China. As such, the Company is subject to significant risks not typically faced by companies operating in or obtaining products from North America and Western Europe. Political, economic and trade conflicts between the United States and China, including possible conflict over North Korea's nuclear weapons program or the independence of Taiwan, could severely hinder the ability of the Company to obtain products and fill customer orders from the Company's current Chinese manufacturing sources. Further, Chinese commercial law is still evolving to accommodate increasing capitalism in Chinese society, especially in terms of commercial relationships and dealings with foreign companies, and can be unpredictable in application or principal. The same unpredictability exists with respect to the central Chinese government, which can unilaterally and without prior warning impose new legal, economic and commercial laws, policies and procedures. This element of unpredictability heightens the risk of doing business in China. China is also under international pressure to value its currency in a manner that would increase the value of Chinese currency in respect of other world currencies and thereby increase the cost of Chinese goods in the world market. The Company does not believe that such revaluation of Chinese currency would adversely impact its business because of the low-cost nature of the Company's products and the fact that U.S. dollars is the currency of use in all of the Company's commercial transactions. ITEM 3. CONTROLS AND PROCEDURES The Company's Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company. As of the date of this Report, these two positions are held by Howard Ullman. The Company is seeking to find a qualified chief financial officer for the Company. (a) Evaluation of Disclosure Controls and Procedures The Company's management has reviewed the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) and internal control over financial reporting (as defined in Securities Exchange Act of 1934, as amended, Rules 13a-15(f) and 15d-15(f)) as of the fiscal quarter end of this quarterly report on Form 10-QSB. No matter how well conceived and operated, an internal control system can provide only a certain level of confidence in the ability of the internal controls to identify errors. In light of the inherent limitations in all internal control systems and procedures, and the limitations of the Company's resources, no evaluation of internal controls can provide absolute assurance that all defects or errors in the operation of the Company's internal control systems are immediately identified. These inherent limitations include the realities that subjective judgments in decision- making in this area can be faulty and that a breakdown in internal processes can occur because of simple, god faith error or mistake. No design can in all instances immediately accommodate changes in regulatory requirements or changes in the business and financial environment of a company. Such inherent limitations in a control system means that inadvertent misstatements due to error or fraud may occur and not be immediately or in a timely manner detected. Nonetheless, the Company recognizes its ongoing obligation to use its best efforts to design and apply internal controls and procedures that are as effective as possible in identifying errors or breakdowns in the internal controls system and procedures. (b) Changes in Internal Controls Based on a recent review by the Company, the Company has concluded that additional resources need to be assigned to internal controls and procedures. Such additional investment will be used primarily to recruit an experienced chief financial officer or outside public auditor/consultant to enhance the design and implementation of the Company's internal controls and procedures and to work with the Audit Committee to enhance the scope and thoroughness of the internal review process and the level of the that committee's expertise. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On January 25, 2005, the U.S. District Court for the Southern District of New York dismissed without prejudice the lawsuit against China Direct Trading Corporation in the previously- reported civil case styled CELESTE TRUST REG., ESQUIRE TRADE, ET AL. V. CBQ, INC. (Case# 03 Civ. 9650 RMB; US District Court, Southern District for New York, 12/4/2003). The lawsuit was dismissed in a response to China Direct Trading Corporation's motion to dismiss. The Plaintiffs can refile the lawsuit if they a complaint on or before March 1, 2005. The Plaintiffs filed an amended complaint with the Court on or about February 24, 2005. While the Company currently intends to defend against the Amended Complaint, and without admitting any liability in the matter, the Company may also explore settlement of the litigation in order to avoid any further drain by this federal lawsuit on the Company's resources. The Company has filed a motion to dismiss the plaintiff's amended complaint, which motion has not yet been heard or ruled upon by the Court. As reported previously, the Company has received two claims from certain former shareholders of Cyberquest, Inc. that they hold or own approximately 70,000 shares of a class of the Company's redeemable preferred stock that was issued in the Company's 1998 acquisition of Cyberquest. Cyberquest ceased operations in 2000-2001 period. The Company has investigated these claims and has not been able to date to substantiate any of the claims to date and the claimants have not pursued their claims beyond an initial communication asserting ownership of these shares of serial preferred stock. The Company is a defendant to another lawsuit concerning a trade show contract, but the Company does not believe that this lawsuit is material in respect of potential liability of the Company. The Company intends to vigorously defend itself in this lawsuit. No director, officer or affiliate of the Company, or owner of record of more than five percent (5%) of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to us or has a material interest adverse to us in reference to pending litigation. We are not currently a party to any other legal proceedings that we believe will have a material adverse effect on our financial condition or results of operations. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None/Not Applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS None/Not Applicable. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS 3.1 Articles of Incorporation of the Company ** 2.2 By-laws of the Company**** 10.1 Investment Agreement, dated August 5, 2004, by the Company and Dutchess Private Equities Fund, II, LP++ 10.2 Registration Rights Agreement, dated August 5, 2004, by the Company and Dutchess Private Equities Fund, II, LP +++ 14 Code of Ethics, dated November 21, 2003, ++++ 31 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+ 32 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+ --------------- ** Incorporated by reference to Annex G to the Special Meeting Proxy Statement, dated April 15, 2004, filed by China Diretc Trading Corporation with the Commission on April 20, 2004. **** Incorporated by reference to Annex H the Special Meeting Proxy Statement, dated April 15, 2004, filed by China Direct Trading Corporation with the Commission on April 20, 2004. + Filed Herein ++ Incorporated by reference to Exhibit 10.1 to the Form 8-K Report, dated August 5, 2004, as filed by China Direct Trading Corporation on August 10, 2004 +++ Incorporated by reference to Exhibit 10.2 to the Form 8-K Report, dated August 5, 2004, as filed by China Direct Trading Corporation on August 10, 2004 ++++ Incorporated by reference to Exhibit 14 to the Company's Form 10-KSB for the fiscal year ending December 31, 2003, as filed by China Direct Trading Company with the Commission on April 20, 2004. (b) Reports on Form 8-K filed. i) Item 7.01 - Regulation FD Disclosure. Report filed May 18, 2005. ii) Item 7.01 - Regulation FD Disclosure. Report filed May 19, 2005. iii) Item 7.01 - Regulation FD Disclosure. Report filed July 13, 2005. iv) Item 1.02 - Termination of a Material Definitive Agreement. Report filed July 20, 2005. v) Item 8.01 - Other Events. Report filed August 3, 2005. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 15th day of August, 2005. China Direct Trading Corporation August 15, 2005 /s/ Howard Ullman ------------------ Howard Ullman CEO, President and Chairman (Principal Executive Officer) (Principal Financial and Accounting Officer) EXHIBIT 31 SECTION 302 CERTIFICATIONS I, Howard Ullman, certify that: 1. I have reviewed this quarterly report on form 10-QSB of China Direct Trading Corporation. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Designed such disclosure control over financial reporting, or caused such internal control over financial reporting got be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the this fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small issuer's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: August 15, 2005 /s/ Howard Ullman ------------------ Howard Ullman CEO, President and Chairman (Principal Executive and Financial Officer) EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,TO AS ADOPTED PURSUANT TO,TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of China Direct Trading Corporation on Form 10-QSB for the period ending June 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Howard Ullman, Chief Executive/Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Howard Ullman ------------------ Howard Ullman CEO, President and Chairman (Principal Executive and Financial Officer) August 15, 2005 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.