UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2006
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
0-12536
(Commission File Number)
CHINA DIGITAL WIRELESS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Nevada 90-0093373
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
429 Guangdong Road
Shanghai, People's Republic of China 200001
(Address of Principal Executive Offices)
(86 21) 6336-8686
(Issuer's Telephone Number, Including Area Code)
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 the filing requirements for the past 90 days. [X]Yes [ ]No
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ]Yes [X]No
As of November 3, 2006, there were 17,147,268 shares of $.001 par value common
stock outstanding.
Transitional Small Business Disclosure Format: [ ]Yes [X] No
1
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets as of December 31, 2005 and
September 30, 2006 (Unaudited) 3
Consolidated Statements of Income and Comprehensive Income
(Unaudited) For the Three Months and Nine Months Ended
September 30, 2005 and 2006 4
Consolidated Statements of Cash Flows (Unaudited) 5
For the Nine Months Ended September 30, 2005 and 2006
Notes to the Consolidated Financial Statements (Unaudited) 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 17
ITEM 3. CONTROLS AND PROCEDURES 29
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 30
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 30
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 30
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 30
ITEM 5. OTHER INFORMATION 30
ITEM 6. EXHIBITS 30
SIGNATURES 31
CHINA DIGITAL WIRELESS INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, September 30,
2005 2006
------------- -------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 3,578,367 $ 1,289,868
Accounts receivable, net of allowance for doubtful accounts of
$44,472 and $1,917 844,977 43,714
Inventories 62,386 18,306
Deferred tax assets 12,846 3,190
Due from related parties 3,094,969 5,412,497
Advances and deposits to suppliers 19,970 67,140
------------- -------------
Total current assets 7,613,515 6,834,715
Property and equipment, net 1,105,756 980,747
Deposit for business acquisition 6,257,590 6,257,590
------------- -------------
Total assets $ 14,976,861 $14,073,052
------------- -------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 881,218 $ 37,241
Advance from customer 6,399 --
Deferred revenue 31,598 18,966
VAT payable 92,649 4,641
Income tax payable 193,586 52,184
Due to related parties 223,399 407,949
Other current liabilities 375,960 361,379
------------- -------------
Total current liabilities 1,804,809 882,360
------------- -------------
Shareholders' equity:
Common stock - $0.001 par value, 100,000,000 shares
authorized, 17,147,268 shares issued and outstanding at
December 31, 2005 and September 30, 2006 17,148 17,148
Additional paid-in capital 4,229,845 4,229,845
Retained earnings 8,084,922 7,981,709
Restricted reserves 554,466 554,466
Accumulated other comprehensive income 285,671 407,524
------------- -------------
Total shareholders' equity 13,172,052 13,190,692
------------- -------------
Total liabilities and shareholders' equity $ 14,976,861 $14,073,052
------------- -------------
See accompanying notes to consolidated financial statements.
3
CHINA DIGITAL WIRELESS INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(Unaudited)
Three Months ended September 30 Nine Months ended September 30
------------------------------- -------------------------------
2005 2006 2005 2006
------------- ------------- ------------- -------------
Revenues:
Product sales $ 2,843,538 $ 36,871 $ 4,316,422 $ 447,023
Product sales to related parties 2,048,309 -- 9,856,854 890,744
Information service revenue, net 253,896 235,665 1,213,585 807,575
Advertising service revenue, net 707,006 59,958 1,879,966 332,239
------------- ------------- ------------- -------------
Total revenues 5,852,749 332,494 17,266,827 2,477,581
Cost of goods sold 2,927,718 31,272 4,349,266 388,073
Cost of goods sold to related parties 1,894,936 -- 9,472,120 777,884
Cost of information service 230,496 327,291 559,685 818,754
Cost of advertising service 92,870 34,374 141,088 108,157
------------- ------------- ------------- -------------
5,146,020 392,937 14,522,159 2,092,868
Gross profit (loss) 706,729 (60,443) 2,744,668 384,713
Operating expenses:
Sales and marketing 33,132 19,473 128,157 114,050
General and administrative 263,023 85,557 665,390 360,477
------------- ------------- ------------- -------------
Total operating expenses 296,155 105,030 793,547 474,527
------------- ------------- ------------- -------------
Income (loss) from operations 410,574 (165,473) 1,951,121 (89,814)
Other revenue 7,089 1 7,216 205
Subsidy 108,476 -- 108,476 --
Interest income (expense) (6,179) 1,379 (9,844) 2,365
------------- ------------- ------------- -------------
Income (loss) before income taxes 519,960 (164,093) 2,056,969 (87,244)
Income tax provision (benefit) 111,042 (19,274) 380,102 15,969
------------- ------------- ------------- -------------
Net income (loss) $ 408,918 $ (144,819) $ 1,676,867 $ (103,213)
------------- ------------- ------------- -------------
Other comprehensive income :
Foreign currency translation adjustment $ 246,335 $ 71,055 $ 246,331 $ 121,853
Comprehensive income (loss) $ 655,253 $ (73,764) $ 1,923,198 $ 18,640
------------- ------------- ------------- -------------
Basic and diluted earnings (loss) per share $ 0.02 $ (0.01) $ 0.10 $ (0.01)
Weighted average common shares outstanding 17,031,408 17,147,268 17,022,946 17,147,268
See accompanying notes to consolidated financial statements.
4
CHINA DIGITAL WIRELESS INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months ended September 30,
-------------------------------
2005 2006
------------- -------------
Cash flows from operating activities:
Net income (loss) $ 1,676,867 $ (103,213)
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation and amortization 185,279 144,359
Bad debt recoveries (30,680) (42,555)
Loss (gain) on disposal of property and equipment (7,368) 476
Deferred tax assets 18,772 9,656
Changes in assets and liabilities:
Accounts receivable 2,427,000 843,818
Inventories (408,557) 44,080
Due from related parties -- (50,531)
Advances and deposits to suppliers (3,410,298) (47,170)
Accounts payable 842,889 (843,977)
Advance from customer 430,990 (6,399)
Deferred revenue (168,170) (12,632)
VAT payable (173,785) (88,008)
Income tax payable (101,242) (141,402)
Due to related parties (100,260) 184,550
Other current liabilities (47,670) (14,581)
------------- -------------
Net cash flows provided by (used in) operating activities 1,133,767 (123,529)
Cash flows from investing activities:
Purchase of property and equipment (332,650) --
Proceeds on disposal of property and equipment 221,210 955
Repayment from (loans to) related parties (1,798,357) (2,266,997)
------------- -------------
Net cash flows provided by (used in) investing activities (1,909,797) (2,266,042)
------------- -------------
Cash flows from financing activities:
Escrow receivable 1,500,000 --
------------- -------------
Net cash flows provided by financing activities 1,500,000 --
------------- -------------
Foreign currency translation adjustment 222,216 101,072
------------- -------------
Net increase (decrease) in cash and cash equivalents 946,186 (2,288,499)
Cash and cash equivalents, beginning of the period 75,511 3,578,367
------------- -------------
Cash and cash equivalents, end of the period $ 1,021,697 $ 1,289,868
============= =============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ -- $ --
Income taxes $ 467,509 $ 159,190
Issuance of common stock in exchange of lock up agreements $ 129 $ --
See accompanying notes to consolidated financial statements.
5
CHINA DIGITAL WIRELESS INC. AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND
China Digital Wireless, Inc. ("CDW") through its subsidiary sells mobile phones
to retailers, distributors, and related parties, provides advertising services
and provides information services to users of mobile phones and pagers.
Substantially all of its operations are conducted in Shanghai, People's Republic
of China ("PRC").
In order to meet ownership requirements under Chinese law that restrict a
foreign company from operating in certain industries such as value-added
telecommunication, advertising service and internet services, CDW's subsidiary
has entered into information service and cooperation agreements with two of
CDW's affiliates that are incorporated in China: Shanghai Sifang Information
Technology Co. ("Sifang Information") and Shanghai Tianci Industry Co. Ltd
("Tianci Industry"). CDW holds no ownership interest in Sifang Information or
Tianci Industry. Sifang Information and Tianci Industry contract with China
Mobile Communications Corporation ("China Mobile"), and China United
Telecommunications Corporation ("China Unicom"), to provide wireless value-added
information services to wireless receiver customers in China via China Mobile
and China Unicom. Sifang Information transmits those services to customers of
China Mobile and China Unicom on behalf of itself and Tianci Industry pursuant
to a signed agreement between Sifang Information and Tianci Industry.
Business History
CDW's business is primarily conducted through its wholly-owned subsidiary Sifang
Holdings and Sifang Holdings' wholly-owned subsidiary TCH Data Technology Co.,
Ltd. ("TCH"), that collectively with CDW are referred to as the "Company".
Sifang Holdings was established under the laws of the Cayman Islands on February
9, 2004 for the purpose of holding a 100% equity interest in TCH. TCH was
established as a foreign investment enterprise in Shanghai under the laws of the
PRC on May 25, 2004, with registered capital of $7.2 million.
CDW's current operations were originally a business division of Sifang
Information. Sifang Information is a Shanghai-based privately owned enterprise
established under the laws of the PRC on August 14, 1998. Sifang Information is
engaged in the business of pager and mobile phone distribution and provides
value added information services to the customers in the Shanghai metropolitan
area. In March 2004, Sifang Information spun off its mobile phone distribution
business and the majority of its value added information services business to
TCH. As the acquiring entity under common control, TCH initially recognized all
the assets and liabilities transferred at their carrying amounts in the accounts
of Sifang Information at the date of transfer under the guidance of Statements
of Financial Accounting Standards ("SFAS") No. 141, Appendix D.
On May 26, 2004, Sifang Information exchanged 100% of its equity interest in TCH
for a 100% equity interest in Sifang Holdings. Since the ultimate owners of the
three entities were the same owners and the three entities remained under common
control, the ownership exchange transaction was accounted for at historical
costs under the guidance of SFAS No. 141, Appendix D. Prior to May 26, 2004,
Sifang Holdings conducted no business activities. As a result of the exchange of
ownership between TCH and Sifang Holdings, TCH's historical financial statements
became the historical financial statements of Sifang Holdings.
As a result of the spin-off, the Company now engages in the business of mobile
phone distribution and provides pager and mobile phone users with access to
certain value-added information reformatted by TCH. TCH purchases mobile phones
from first tier distributors and sells them to retailers and distributors with a
mark-up. In the process of providing value-added information services through
entering into monthly subscription agreements with various users, TCH purchases
trading activity information from stock exchanges, comments and analysis on PRC
stock markets provided by certain reputable security and investment companies,
lottery information, weather forecast, and other value-added products and
reformats the aforementioned information through decoding and recoding and then
has the reformatted information transmitted by Sifang Information, via service
contracts, to pager users. The value-added information is constantly saved on
TCH's server in order for mobile phone users to dial in via China Mobile or
China Unicom. By signing a monthly subscription agreement, wireless receiver
users agree to make advance payments for its services for either three or
six-month subscription periods.
6
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These unaudited consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America ("U.S. GAAP") for interim financial information and the instructions to
Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include
all of the information and footnotes required by U.S. GAAP for a complete
presentation of financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation of the Company's financial condition and results of operations
for the interim periods presented in this Form 10-QSB have been included.
Operating results for the interim periods are not necessarily indicative of
financial results for the full year. These unaudited consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 2005.
Principles of Consolidation
The consolidated financial statements include the accounts of CDW, its
wholly-owned subsidiary, Sifang Holdings, and its wholly-owned subsidiary, TCH.
Substantially all of CDW's revenues are derived from the operations of TCH,
which represents substantially all of CDW's consolidated assets and liabilities
as of September 30, 2006. All significant intercompany accounts and transactions
have been eliminated.
Foreign Currency Translations and Transactions
The Renminbi ("RMB"), the national currency of the PRC, is the primary currency
of the economic environment in which the operations of the Company are
conducted. The Company uses the United States dollar ("U.S. dollars") for
financial reporting purposes.
The Company translates its financial statements into U.S. dollars in accordance
with SFAS No. 52, "Foreign Currency Translation." All asset and liability
accounts have been translated using the exchange rate prevailing at the balance
sheet date (at September 30, 2006, the prevailing exchange rate of the U.S.
dollar against the RMB was 7.9087), and the statement of income is translated at
the average rate during the reporting period (the average rate of the U.S.
dollar against the RMB during the nine months ended September 30, 2006 was
8.0063). Equity items are translated at historical rates. Adjustments resulting
from the translation of the Company's financial statements from RMB into U.S.
dollars are recorded in shareholders' equity as part of accumulated other
comprehensive income. Gains or losses resulting from transactions in currencies
other than RMB are reflected in the statement of income for the reporting
periods.
Revenue Recognition
The Company derives revenues from the sale of mobile phones, advertisement
designing service and the provision of wireless information services that are
used on mobile phones, pagers and prepaid phone cards. The Company additionally
earns commission income ("Agency Income") from the sale of CDMA mobile phones on
the behalf of a related party. The Company recognizes its revenues net of
related business taxes and value-added taxes.
Mobile Phone Sales:
Revenues generated from the sale of mobile phones are recognized when the
products are shipped to the distributor or retailer and when persuasive evidence
of an arrangement exists, delivery of the products has occurred, customer
acceptance has been obtained, which means the significant risks and rewards of
ownership have been transferred to the customer, the price is fixed or
determinable and collectibility is reasonably assured.
Advertising Servicing Revenue, Net:
Advertising revenues are derived from advertisement designing, masterminding and
producing services. The Company recognizes service revenues over the term of the
noted agreement at the time of completion of the services. The Company records
7
the revenue from Shanghai Sifang Media Co., Ltd. ("Sifang Media") on a net basis
in compliance with EITF 99-19, "Reporting Revenue Gross as a Principle versus
Net as an Agent" because the Company is not the primary obligor in the
arrangement and they receive a fixed fee from Shanghai Sifang Media Co., Ltd.
and they have no latitude in determining prices.
Information Services:
The Company recognizes service revenues over the term of the noted agreement
and/or when the services have been provided to the end user.
i) Information Services - TCH:
By signing a subscription agreement, wireless receiver users agree to make
payments for three to six-month subscriptions in advance. TCH records the
proceeds as deferred revenue and amortizes the deferred revenue over the
subscription period. When customers buy a pre-charged service card, the Company
records the proceeds as deferred revenue. When a customer starts to use this
card to access the Company's server and starts to use a pager to access the
aforementioned information, the Company identifies the subscription period and
amortizes the deferred revenue over the subscription period.
ii) Information Services - Installing Agent:
In response to a retailer's request, the Company has an installing agent who
installs the Company's software on mobile phones, which are owned by the
retailer. The retailer sells these phones for a premium covering a fee to be
paid to the installing agent and pre-charged six-month subscription fees to be
paid to the Company. After a customer using such a phone dials into the server
to access the desired information, the server records a unique identification
number installed on the mobile phone, which indicates that a specific phone user
starts his or her subscription period. After the Company receives a detailed
list from the installing agent regarding the number of phones that have been
installed with the Company's software, the Company matches this information with
a detailed list from the retailer setting forth how many such phones have been
sold. Based on the number of such phones sold, the Company records accounts
receivable and deferred revenue accordingly. At the date on which a customer
starts to dial into the server, the six-month subscription period begins and the
Company amortizes deferred revenue accordingly.
iii) Information Services - China Mobile and/or Unicom:
The Company's affiliates, Sifang Information and Shanghai Tianci Industrial
Group Co., Ltd. ("Tianci Group"), contract with China Mobile and/or China Unicom
(collectively, "Mobile Operators") for the transmission of the Company's
value-added information services. The Mobile Operators bill and collect from
customers and then pass those fees (net of billing and collection service fees
charged by the Mobile Operators) to Sifang Information and Tianci Group who in
turn pass those fees to the Company. The Company recognizes net revenues based
on the total amount paid by its customers, for which the Mobile Operators bill
and collect on behalf of the Company. There is a time lag ranging from 10 days
to 45 days between the end of the service period and the date the Mobile
Operators send out their billing statements due to the segregated billing
systems of each of the provincial subsidiaries of the Mobile Operators. The
Company has not recognized service revenue based on the records provided by its
own server but has performed a reconciliation on a monthly basis of the revenues
recognized by the Company's server to the Mobile Operator's billing statement.
In addition, the Mobile Operators charge a network usage fee based on a fixed
per message fee multiplied by the excess of messages sent over messages
received. (This type of service is not covered by a monthly service subscription
and the Company has no control over whether it will occur or not.) Network usage
fees charged by the Mobile Operators are reduced for messages received by the
Company because the Mobile Operators separately charge the sender a fee for
these transmissions.
The Company records the revenue from the Mobile Operators on a net basis in
compliance with EITF 99-19, "Reporting Revenues Gross as a Principle versus Net
as an Agent" because the Company:
o Is not the primary obligor in the arrangement, as it relies on Sifang
Information to transmit the information services to the end user,
8
o Has limited ability to adjust the cost of services by adjusting the
design or marketing of the service,
o Has limited ability to determine prices, the Company must follow the
price policy within ranges prescribed by Mobile Operators, and
o Has limited ability to assume risk of non-payment by customers.
The Company's dependence on the substance and timing of the billing systems of
the mobile telecommunications operators may require the Company to estimate
portions of its reported revenue for information services from time to time. As
a result, subsequent adjustments may be made to the information service revenue
in the Company's consolidated financial statements. As the Company does not bill
its information services users directly, the Company depends on the billing
systems and records of the mobile telecommunications operators to record the
volume of its information services provided, to charge its users through mobile
telephone bills, to collect payments from its users, and to pay the Company.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three
months or less to be cash equivalents. The Company maintains its cash accounts
at credit worthy financial institutions.
Accounts Receivable and Concentration of Credit Risk
During the normal course of business, the Company extends unsecured credit to
retailers and distributors who are mainly located in the Shanghai metropolitan
area. Typically, for mobile phone distributors, credit terms require payment to
be made within 30 days of the sale. The Company does not require collateral from
its customers. The Company's policy is to provide for an allowance for doubtful
accounts that is based on 5% of total trade accounts receivable less amounts due
from related parties and from the installing agent. Total trade accounts
receivable due from related parties was nil as of December 31, 2005 and
September 30, 2006.
The Company regularly evaluates and monitors the creditworthiness of each
customer on a case-by-case basis. The Company includes any account balances that
are determined to be uncollectible in the overall allowance for doubtful
accounts. After all attempts to collect a receivable have failed, the receivable
is written off against the allowance. The Company believes that its allowance
for doubtful accounts was adequate as of September 30, 2005 and 2006. However,
actual write-offs may exceed the recorded allowance.
The following table presents activities in the allowance for doubtful accounts:
December 31, September 30,
2005 2006
------------ ------------
(Unaudited)
Beginning balance $ 47,922 $ 44,472
Additions charged to expense -- --
Recovered (3,450) (42,555)
Actual write off -- --
------------ ------------
Ending balance $ 44,472 $ 1,917
------------ ------------
Inventories
Inventories consist principally of mobile phones manufactured by name brand
manufacturers with various features and are stated at the lower of cost
(weighted-average) or market.
Rebates and Credits Receivable
In 2004, the Company's major vendor began providing rebates and credits if the
Company meets certain sales volume levels prescribed by the vendor. As a result,
the Company is entitled to receive certain rebates and credits for the inventory
held and sold by the Company within the specified period of time as defined by
its vendor by submitting the necessary application forms. In general, once the
vendor approves the applications, the amounts of these rebates and credits will
9
be deducted from the Company's accounts payable to its vendor and decrease the
cost of goods sold or inventory held correspondingly.
Capitalization of Software Costs
The Company's software is developed by an independent third party to enable
pager users to accept certain recoded information which is transmitted by the
Company, through affiliates, and enables mobile phone users to dial into the
Company's server. The software is developed for internal use and gives the
Company the ability to provide value added information services. In accordance
with SOP 98-1 "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use," the Company capitalizes the external cost incurred
to develop this internal-use software by an engineering company at the
application development stage and amortizes that cost over the estimated
economic life of the software (two or three years) which is consistent with the
expected life of a particular type of mobile phone.
Property and equipment
Property and equipment are recorded at cost and are stated net of accumulated
depreciation. Depreciation expense is determined using the straight-line method
over the estimated useful lives of the assets as follows:
Buildings 20 years
Software 2-3 years
Vehicles and other equipment 2-5 years
Maintenance and repairs are charged directly to expense as incurred, whereas
betterment and renewals are generally capitalized in their respective property
accounts. When an item is retired or otherwise disposed of, the cost and
applicable accumulated depreciation are removed and the resulting gain or loss
is recognized and reflected as an item before operating income.
Impairment of Long-Lived Assets
The Company applies the provisions of SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", issued by the Financial Accounting
Standards Board ("FASB"). SFAS No. 144 requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable through the
estimated undiscounted cash flows expected to result from the use and eventual
disposition of the assets. Whenever any such impairment exists, an impairment
loss will be recognized for the amount by which the carrying value exceeds the
fair value. There was no impairment of long-lived assets during the year ended
December 31, 2005 and nine months ended September 30, 2006.
Fair Value of Financial Instruments
The carrying amount of cash and cash equivalents, accounts receivable, advances
and deposits to supplier, accounts payable and other current liabilities are
reasonable estimates of their fair value because of the short maturity of these
items.
Stock-Based Compensation
On January 1, 2006, the Company adopted SFAS No. 123 (revised 2004),
"Share-Based Payment". SFAS No. 123R requires companies to estimate the fair
value of share-based payment awards on the date of grant using an option-pricing
model. The value of the portion of the award that is ultimately expected to vest
is recognized as expense ratably over the requisite service periods. Currently,
the Company does not have a stock option plan.
Value Added Tax
TCH is subject to value added tax ("VAT") imposed by the PRC on TCH's domestic
product sales. The output VAT is charged to customers who purchase mobile phones
from TCH and the input VAT is paid when TCH purchases mobile phones from its
10
vendors. The VAT rate applied for TCH is 17%. The input VAT can be offset
against the output VAT.
Income Taxes
The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes". SFAS No. 109 requires an entity to recognize
deferred tax liabilities and assets. Deferred tax assets and liabilities are
recognized for the future tax consequence attributable to the difference between
the tax bases of assets and liabilities and their reported amounts in the
financial statements. Deferred tax assets and liabilities are measured using the
enacted tax rate expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. The Company establishes a
valuation when it is more likely than not that that the assets will not be
recovered.
The Company's Chinese subsidiary, TCH, is registered at Pudong District in
Shanghai and subject to a favorable income tax rate of 15% compared to a normal
income tax rate of 33% (30% for the central government and 3% for the local
government) under current PRC tax laws. Sifang Information is registered in the
Shanghai downtown and the area has been treated by the Shanghai Municipal
Administration of Labor as an enterprise that provides unemployed and
handicapped people with jobs. Accordingly, Sifang Information is entitled to a
favorable income tax rate of 15% and qualified for an income tax exemption for
three years from January 1, 2000 to December 31, 2002, and a 50% income tax
reduction for three years from January 1, 2003 to December 31, 2005. The income
tax provisions presented in the Company's consolidated financial statements for
the nine months ended September 30, 2005 and 2006 are based on 15%. The deferred
tax assets are determined based on the historical income tax rates applicable at
the TCH level.
There is no income tax for companies domiciled in the Cayman Islands.
Accordingly, the Company's consolidated financial statements do not present any
income tax provisions related to Cayman Islands tax jurisdiction.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S.
GAAP 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 materially from those estimates.
Comprehensive Income
The Company adopted SFAS No. 130, "Reporting Comprehensive Income", issued by
the FASB. SFAS No. 130 establishes standards for reporting and presentation of
comprehensive income and its components in a full set of general-purpose
financial statements. The Company has chosen to report comprehensive income in
the statements of income and comprehensive income. Comprehensive income is
comprised of net income and all changes to shareholders' equity except those due
to investments by shareholders and distributions to shareholders.
Earnings Per Share
The Company computes earnings per share in accordance with the SFAS No. 128,
"Earnings per Share". Basic earnings per share includes no dilution and is
computed by dividing net income available to common shareholders by the weighted
average number of shares outstanding during the period. Diluted earnings per
share reflect the potential dilution of securities that could share in the
earnings of an entity if they were converted. The Company did not have any
potentially dilutive common share equivalents as of September 30, 2005 or 2006.
Reclassifications
Certain amounts included in the prior period's consolidated financial statements
have been reclassified to conform to the current period presentation. Such
reclassifications did not have any effect on reported net income and are
immaterial to the consolidated financial statements as a whole.
11
NOTE 3 - EQUITY TRANSACTIONS
On August 9, 2005, the Company announced its intent to apply for listing on the
American Stock Exchange ("AMEX"). In connection with the AMEX application,
certain persons who held more than 200,000 shares of the Company's common stock
entered into lockup agreements with the Company, agreeing to not offer, sell,
assign or otherwise transfer a portion of their shares or other equity
securities of the Company without prior written consent of the Company until the
earlier of (i) 180 days after the date of the lockup agreements or (ii) the date
that AMEX has approved the Company's listing application. The lockup agreements
became effective on September 21, 2005, and were executed by ten of the
Company's officers and directors and three additional shareholders. Under the
lockup agreements with the non-officer/director shareholders, the Company issued
an aggregate of 128,576 shares of common stock in consideration thereof.
NOTE 4 - RELATED PARTY TRANSACTIONS
Related Party Relationships
The following related parties are related through common ownership with the
major shareholders of the Company:
Shanghai Sifang Information Technology Co. ("Sifang Information")
Shanghai Tianci Industry Co. Ltd. ("Tianci Industry")
Shanghai Tianci Industry Group Co. Ltd. ("Tianci Group")
Shanghai Shantian Telecommunication Co. Ltd. ("Shantian")
Shanghai Sifang Telecommunication Co. Ltd. ("Sifang Telecom")
Shanghai Tianci Real Estate Co. Ltd. ("Tianci Real Estate")
Shanghai Sifang Media Co., Ltd. ("Sifang Media")
Shanghai Kena Energy Saving Co., Ltd. ("Kena")
Merchandise Sold to Related Parties
Three months Ended September 30,
2005 2006
-------------- --------------
(Unaudited) (Unaudited)
Shantian $ 2,048,309 $ --
============== ==============
During the three months ended September 30, 2006, TCH did not sell any Samsung
GSM mobile phones to Shantian, compared to the sales of $2,048,309 at a gross
profit margin of 7.5% or $153,373 for the same period of the prior year.
Nine months Ended September 30,
2005 2006
-------------- --------------
(Unaudited) (Unaudited)
Shantian $ 9,856,854 $ 890,744
============== ==============
During the nine months ended September 30, 2006, TCH sold Samsung GSM mobile
phones valued at $890,744 at a gross profit margin of 12.7% or $112,860 to
Shantian, compared to $9,856,854 at a gross profit margin of 3.9% or $384,734
for the same period of the prior year. Accounts receivable includes nil and nil
due from Shantian, as of December 31, 2005 and September 30, 2006, respectively.
Advertising Services Rendered to Related Party
Three months Ended September 30,
2005 2006
-------------- --------------
(Unaudited) (Unaudited)
Tianci Real Estate $ 707,006 $ 59,958
============== ==============
12
Nine months Ended September 30,
2005 2006
-------------- --------------
(Unaudited) (Unaudited)
Tianci Real Estate $ 1,879,966 $ 332,239
============== ==============
In January 2005, Sifang Media and TCH entered into the "Bank Digital TV's
Cooperation Agreement", where TCH will assist in the promotion of TV ads for
various customers, including Tianci Real Estate. TCH received a fee of $332,239
for providing the service during the nine months ended September 30, 2006,
compared to $1,879,966 for the same period of the prior year. TCH received a fee
of $59,958 for providing the service during the three months ended September 30,
2006, compared to $707,006 for the same period of the prior year. There was an
"Advertisement Agency Contract" between Tianci Real Estate and Sifang Media,
which terminated in November 2005.
Service Provided by Related Party
Three months Ended September 30,
2005 2006
-------------- --------------
(Unaudited) (Unaudited)
Sifang Information $ 106,750 $ 108,243
============== ==============
In accordance with terms contained in signed service agreements between TCH and
Sifang Information giving TCH the right to use Sifang Information's facility
(which may not be owned by foreign investors at the present time) to transmit
the reformatted information, the Company paid service fees of $92,081 and
$93,460 for the three months ended September 30, 2005 and 2006, respectively.
The service agreements are in effect for ten years and became effective on June
1, 2004. During the three months ended September 30, 2006, Sifang Information
also provided other management support and marketing services to TCH for
$14,783, compared to $14,669 for the three months ended September 30, 2005.
Nine months Ended September 30,
2005 2006
-------------- --------------
(Unaudited) (Unaudited)
Sifang Information $ 336,358 $ 341,988
============== ==============
In accordance with terms contained in signed service agreements between TCH and
Sifang Information giving TCH the right to use Sifang Information's facility
(which may not be owned by foreign investors at the present time) to transmit
the reformatted information, the Company paid service fees of $273,317 and
$280,381 for the nine months ended September 30, 2005 and 2006, respectively.
During the nine months ended September 30, 2006, Sifang Information also
provided other management support and marketing services to TCH for $61,607,
compared to $63,041 for the nine months ended September 30, 2005.
Due from Related Parties
December 31, 2005 September 30, 2006
----------------- ------------------
(unaudited)
Sifang Information $ 2,165,624 $ 4,188,528
Sifang Media 929,345 1,223,969
----------------- ------------------
$ 3,094,969 $ 5,412,497
================= ==================
In order to develop the Company's mobile phone distribution business, the
Company applied to become a distributor of Nokia mobile phones (on the
provincial level). On March 20, 2005, TCH signed an agreement with Sifang
Information with respect to the distribution of Nokia mobile phones and under
13
which TCH will act as an agent to sell Nokia phones on Sifang Information's
behalf. In May 2005, Sifang Information obtained the final approval from Nokia.
In order to develop the Company's advertising service business, in January 2006,
the Company entered into an agreement with Sifang Information for the
establishment of a new joint cooperation entity with a third party. The joint
cooperation entity will act as the sole advertising agent of TCH. On January 10,
2006, the Company advanced RMB 20,000,000 (equivalent to $2,499,969) to Sifang
Information to contribute to the joint cooperation entity. The remaining
outstanding advances of $1,688,559 to Sifang Information were for the mobile
phone and information services businesses. These advances will be repaid by
December 31, 2006 through Sifang Information's source of income.
As of September 30, 2006, Sifang Media has collected $1,292,643 from TCH's
advertising customers on its behalf and paid $68,674 to TCH.
Deposit for Business Acquisition
In December 2005, TCH entered into a series of agreements to purchase (i) 95% of
the equity interests of Shanghai Kena Energy Saving Electric Co Ltd ("Kena") for
an aggregate purchase price of RMB 28,500,000 (approximately $3,532,000); (ii) a
related patent from one of the shareholders of Kena for RMB 11,000,000
(approximately $1,363,000); and (iii) related rights to make a patent
application from one of the shareholders of Kena for RMB 11,000,000
(approximately $1,363,000). The purchase price for both the equity interests in
Kena and the consideration for purchase of the patent and the right to apply for
registration of the patent shall be paid by Sifang Information on behalf of TCH.
On February 10, 2006, these agreements were amended to impose an additional
condition on Mr. Zhang Naiyao, the transferor of the patent and holder of the
right to make the patent application, that if he fails to provide the necessary
technical assistance services to enable TCH to use the patented technology in
producing products on a large scale that meet the standards set by the Company
within one year, TCH shall have the right to demand the return of the relevant
payment received by him in full and to terminate the agreement for the
assignment of the patent and the right to apply for registration of the patent.
The amendments also set forth the arrangement for payment of the purchase price
between TCH and Sifang Information. The purchase price for both the equity
interests in Kena and the consideration for purchase of the patent and the right
to apply for registration of the patent shall be paid by Sifang Information on
behalf of TCH. According to the amended agreements, the amount of the purchase
consideration paid by Sifang Information on behalf of TCH will be applied to
offset the trade and other receivables owed to TCH by Sifang Information.
Kena was established on April 26, 2005 and it specializes in the research,
development and manufacture of energy-saving products, as well as illumination
projects in China. The patent and patent application mentioned above relate to a
"three phase transformer" which is used in connection with a power supply system
and utilizes technology that allows manufacturers to produce transformers with
high energy transfer efficiency at a low cost. This technology is expected to be
available for mass production within one year.
The transactions are subject to regulatory approval by the PRC.
Due to Related Parties
December 31, 2005 September 30, 2006
----------------- ------------------
(unaudited)
Tianci Real Estate $ 123,467 $ 163,921
Shantian 99,932 168,162
Kena -- 75,866
----------------- ------------------
$ 223,399 $ 407,949
================= ==================
The balance owed to Tianci Real Estate represented rental payments since 2004
and the expenses paid by Tianci Real Estate on behalf of the Company during the
nine months ended September 30, 2006 and the year ended December 31, 2005,
14
respectively. The balance owed to Shantian represents the sales rebate collected
by the Company on behalf of Shantian for mobile phone sales. The balance owed to
Kena represents certain operating expenses paid by Kena on behalf of the Company
during the third quarter of 2006. All of the above amounts due to related
parties are unsecured, non-interest bearing and due on demand.
NOTE 5 - SEGMENT REPORTING
The Company currently operates in four principal business segments. Management
believes that the following table presents all relevant information to the chief
operation decision makers for measuring business performance and financing needs
and preparing the corporate budget, etc. As most of the Company's customers are
located in the Shanghai metropolitan area and the Company's revenues are
generated in Shanghai, the PRC, no geographical segment information is
presented.
Advertising
Service Mobile Phone Beep Pagers
Revenue Phone Sales Service Service Corporate Total
------------ ------------ ------------ ------------ ------------ ------------
Three months ended September
30, 2005
Revenues $ 707,006 $ 4,891,847 $ 66,232 $ 187,664 $ -- $ 5,852,749
Gross profit (loss) 614,136 69,193 (60,643) 84,043 -- 706,729
Depreciation -- -- 49,043 -- 14,544 63,587
Interest income, net -- -- -- -- (6,179) (6,179)
Net income (loss) 481,684 32,593 (74,446) 58,302 (89,215) 408,918
Expenditures for long-lived
assets (157,264) -- 68,285 -- -- (88,979)
Three months ended September
30, 2006
Revenues $ 59,958 $ 36,871 $ 91,441 $ 144,224 $ -- $ 332,494
Gross profit (loss) 25,584 5,599 (170,592) 78,966 -- (60,443)
Depreciation -- -- 38,503 -- 9,626 48,129
Interest income, net -- -- -- -- 1,379 1,379
Net income (loss) 102,088 57,728 (320,628) 152,762 (136,769) (144,819)
Expenditures for long-lived
assets -- -- -- -- -- --
Nine months ended September
30, 2005
Revenue $ 1,879,966 $ 14,173,276 $ 686,838 $ 526,747 $ -- $ 17,266,827
Gross profit 1,738,878 351,890 344,827 309,073 -- 2,744,668
Depreciation -- -- 142,108 -- 43,171 185,279
Interest income, net -- -- -- -- (9,844) (9,844)
Net income (loss) 1,371,041 177,015 193,279 205,621 (270,089) 1,676,867
Expenditures for long-lived
assets -- -- 142,923 -- -- 142,923
Total Assets, as of
September 30, 2005 -- 6,269,995 274,814 -- 8,723,806 15,268,615
15
Nine months ended September
30, 2006
Revenue $ 332,239 $ 1,337,767 $ 350,491 $ 457,084 $ -- $ 2,477,581
Gross profit (loss) 224,082 171,810 (269,195) 258,016 -- 384,713
Depreciation -- -- 115,487 -- 28,872 144,359
Interest income, net -- -- -- -- 2,365 2,365
Net income (loss) 180,694 118,854 (402,872) 220,839 (220,728) (103,213)
Expenditures for long-lived
assets -- -- -- -- -- --
Total Assets, as of
September 30, 2006 -- 120,151 50,369 -- 13,902,532 14,073,052
NOTE 6 - EMPLOYEE WELFARE AND RETIREMENT BENEFITS
The PRC has been undergoing significant reforms with regard to its employee
welfare and fringe benefits administration. Any enterprise operating in the PRC
is subject to government-mandated employee welfare and retirement benefit
contribution. In accordance with PRC laws and regulations, TCH participates in a
multi-employer defined contribution plan pursuant to which TCH is required to
provide employees with certain retirement, medical and other fringe benefits.
PRC regulations require TCH to pay the local labor administration bureau a
monthly contribution at a stated contribution rate based on the monthly basic
compensation of qualified employees. The local labor administration bureau,
which manages various investment funds, will take care of employee retirement,
medical and other fringe benefits. TCH has no further commitments beyond its
monthly contribution. TCH contributed a total of $$41,745 and $41,031 to these
funds as part of selling, general and administrative expenses for the nine
months ended September 30, 2005 and 2006, respectively.
NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments--an amendment of FASB Statements No. 133 and 140," to
permit fair value remeasurement for any hybrid financial instrument that
contains an embedded derivative that otherwise would require bifurcation in
accordance with the provisions of SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 155 is effective for all financial
instruments acquired, issued, or subject to a remeasurement event occurring
after the beginning of an entity's fiscal year that begins after September 15,
2006. We will adopt SFAS No. 155 in fiscal year beginning January 1, 2007. The
adoption of this Statement is not expected to have a material effect on our
consolidated financial statements.
In March 2006, FASB issued SFAS No. 156, "Accounting for Servicing of Financial
Assets--an amendment of FASB Statement No. 140," that provides guidance on
accounting for separately recognized servicing assets and servicing liabilities.
In accordance with the provisions of SFAS No. 156, separately recognized
servicing assets and servicing liabilities must be initially measured at fair
value, if applicable. Subsequent to initial recognition, the company may use
either the amortization method or the fair value measurement method to account
for servicing assets and servicing liabilities within the scope of this
Statement. SFAS No. 156 is effective as of the beginning of an entity's fiscal
year that begins after September 15, 2006. The Company will adopt SFAS No. 156
in fiscal year beginning January 1, 2007. The adoption of this Statement is not
expected to have a material effect on our consolidated financial statements.
In April 2006, the FASB issued FASB Staff Position ("FSP") FIN 46(R)-6,
"Determining the Variability to Be Considered in Applying FASB Interpretation
No. 46(R)", that will become effective beginning July 2006. FSP FIN No. 46(R)-6
clarifies that the variability to be considered in applying Interpretation 46(R)
shall be based on an analysis of the design of the variable interest entity. The
adoption of this FSP is not expected to have a material effect on our
consolidated financial statements.
16
In June 2006, the FASB issued FASB Interpretation No. 48 ("FIN 48"), "Accounting
for Uncertainty in Income Taxes," which is an interpretation of SFAS No. 109,
"Accounting for Income Taxes." FIN 48 clarifies the accounting for uncertainty
in income taxes recognized in an enterprise's financial statements in accordance
with SFAS No. 109 and prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure, and transition. FIN 48 is effective for fiscal
years beginning after December 15, 2006. The Company is currently evaluating the
effect that the adoption of FIN 48 may have on its consolidated financial
position or results of operations.
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans -- an amendment of FASB
Statements No. 87, 88, 106 and 132(R)". SFAS No. 158 requires employers to (a)
recognize in its statement of financial position the funded status of a benefit
plan measured as the difference between the fair value of plan assets and the
benefit obligation, (b) recognize net of tax, the gains or losses and prior
service costs or credits that arise during the period but are not recognized as
components of net periodic benefit cost pursuant to SFAS No. 87, "Employer's
Accounting for Pensions" or SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," (c) measure defined benefit plan
assets and obligations as of the date of the employer's statement of financial
position and (d) disclose additional information in the notes to the financial
statements about certain effects on net periodic benefit cost for the next
fiscal year that arise from delayed recognition of the gains or losses, prior
service costs or credits, and transition assets or obligations. The requirements
of SFAS No. 158 are to be applied prospectively upon adoption. For companies
without publicly traded equity securities, the requirements to recognize the
funded status of a defined benefit postretirement plan and provide related
disclosures are effective for fiscal years ending after June 15, 2007, while the
requirement to measure plan assets and benefit obligations as of the date of the
employer's statement of financial position is effective for fiscal years ending
after December 15, 2008, with earlier application encouraged. The Company
believes the adoption of this pronouncement will not have a material impact on
its consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". SFAS
No. 157 defines fair value, establishes a framework for measuring fair value and
expands disclosure of fair value measurements. SFAS No. 157 applies under other
accounting pronouncements that require or permit fair value measurements and
accordingly, does not require any new fair value measurements. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007. The Company is currently in the process of assessing the
impact the adoption of SFAS No. 157 will have on its consolidated financial
statements.
In September 2006, the SEC issued SAB No. 108, "Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements" ("SAB 108"). SAB 108 requires that public companies utilize a
"dual-approach" to assessing the quantitative effects of financial
misstatements. This dual approach includes both an income statement focused
assessment and a balance sheet focused assessment. The guidance in SAB 108 must
be applied to annual financial statements for fiscal years ending after November
15, 2006. Management believes the adoption of this pronouncement will not have a
material impact on the Company's consolidated financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This report contains certain forward-looking statements that involve risks
and uncertainties. These statements relate to future events or our future
financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "could," "expect," "plan,"
"intend," "anticipate," "believe," "estimate," "predict," "potential," or
"continue," or the negative of such terms or other comparable terminology. These
statements are only predictions and are subject to certain risks, uncertainties
and assumptions. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary
materially from those described herein.
The following discussion should be read in conjunction with our
consolidated financial statements and the notes thereto and the other financial
information appearing elsewhere in this document. We do not undertake to
publicly update or revise any of its forward-looking statements even if
experience or future changes show that the indicated results or events will not
17
be realized. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
Overview
Sifang Holdings, our wholly-owned subsidiary, was formed under the laws of
the Cayman Islands on February 9, 2004 for the purpose of holding a 100% equity
interests in TCH. TCH was established as a foreign investment enterprise in
Shanghai under the laws of the PRC on May 25, 2004, with registered capital of
$7.2 million.
Sifang Information is a Shanghai-based privately owned enterprise
established under the laws of the PRC on August 14, 1998. Sifang Information is
engaged in the business of pager and mobile phone distribution and provides
value added information services to the customers in the Shanghai metropolitan
area.
Sifang Information operates in a business segment that is subject to
certain restrictions imposed by the government of the PRC. For example, paging
facilities, radio transmitting stations and transmitting equipment owned by
Sifang Information are not allowed to be owned by foreign investment enterprises
in accordance with PRC government regulations. Therefore, Sifang Information
still maintains a small part of its business and paging facilities in order to
stay in compliance with relevant regulations and laws in the PRC.
TCH engages in the business of mobile phone distribution and provides
access to certain information reformatted by TCH to pager and mobile phone
(collectively "wireless receiver") users. TCH purchases mobile phones from the
first tier distributors and sells them to retailers with a mark-up. In the
process of providing value-added information services through entering into
monthly subscription agreements with various users, TCH purchases trading
activity information from stock exchanges, comments and analysis on PRC stock
markets provided by certain reputable security and investment companies, lottery
information, weather forecast, and other value-added products and reformats the
aforementioned information through decoding and recoding and then has the
reformatted information transmitted by Sifang Information, via service
contracts, to pager users. The information is constantly saved in TCH's server
in order for mobile phone users to dial in via China Mobile or China Unicom. By
signing a monthly subscription agreement, wireless users agree to make advance
payments for either three or nine-month subscription periods.
In 2005, we launched a digital media project to move into the media market
in China in 2005. In conjunction with charitable organizations, we have
installed donation boxes with digital TV incorporated on top of them in the main
lobbies of commercial banks, hotels, malls and other public locations to call
the public's attention to the charity and to broadcast commercial
advertisements.
Because the market for mobile phone distribution remained soft during the
first nine months of 2006, our management has decided to discontinue the mobile
phone distribution business during the fourth quarter. Our decreased revenues
are primarily due to the reduced sales of mobile phones and of advertising
services. In the future, the Company will focus on providing advertising and
information valued-added services. Upon the completion of the pending
acquisition in Kena as described in Note 4 to the Consolidated Financial
Statements above, we also plan to concentrate on the sales of energy-saving
products.
As of November 3, 2006, the pending acquisition for Kena has not closed
because the PRC regulatory body has not yet completed its review and given its
regulatory approval.
18
Discussion and Analysis of Operating Results
Nine Months Ended September 30, 2006 Compared to Nine Months Ended September 30,
2005
Revenue
Total Revenues
Total sales revenues consist of product sales, product sales to related
parties, and net information and advertising service revenue. Total sales
revenues for the nine months ended September 30, 2006 decreased by $14,789,246,
representing a 85.7% decrease, to $2,477,581 as compared to $17,266,827 for the
same period of the prior year. The decrease was mainly due to the significant
decline of the advertising service revenue and mobile phone sales. The demand
for mobile phones in the Chinese telecommunication market is decreasing as the
market gradually becomes saturated.
Product Sales
Revenue for product sales in the nine months ended September 30, 2006
decreased by $3,869,399, representing a 89.6% decrease, to $447,023 as compared
to $4,316,422 for the same period of the prior year. The decrease was mainly due
to the market factors described above. We reduced the effort and cost of
generating sales from such business throughout the period.
In the nine months ended September 30, 2006, Samsung and Nokia's mobile
phones accounted for about 66.9% and 33.1% of our total product sales,
respectively, compared to the same period of the prior year, in which Samsung's
mobile phones accounted for 97% of our total product sales and other brands
accounted for the balance. During 2006, market competition for mobile phone
sales continued to intensify, causing us to reposition ourselves in the
marketplace and move away from the low-margin sales. The increase of our overall
mark-up ratio to 12.8%, in comparison with a mark-up ratio of 2.4% for the same
period of the prior year, primarily resulted from the exceptionally high mark-up
for the sales of mobile phones to customers, including a related party during
the period.
We entered an agreement to distribute selected Nokia mobile phones
exclusively in the Shanghai region of China in May 2005 and now have obtained
the right to distribute two popular models of Nokia's mobile phones. Initially,
management believed that this agreement would enhance both our market share and
profitability. The initial margin on Nokia mobile phone sales was as high as 8%
in mid 2005; however, as a result of the sudden change in the market factors
during the latter half of 2005, the sales mark-up of the Nokia mobile phones to
our customers dropped significantly to 1% during the 4th quarter of 2005.
Although the mark-up for Nokia phones reached the exceptional high level of
59.5% during the first nine months of 2006, the quantity of mobile phones sold
dropped significantly due to the loss of market share and the Company's
management is continuing to cease its mobile phone distribution business in 2006
as the market situation has remained soft.
Product sales to a related party
We distribute Samsung mobile phones to our related party, Shantian (in
which Sifang Information holds a 51% equity interest), for its retail market
channel and facility. During the nine months ended September 30, 2006, we sold
$890,744 worth of mobile phones to Shantian, with an average mark-up of
approximately 12.7% (compared to $9,856,854 at a gross profit margin of 3.9% in
2005), which represents a $8,966,110 or 91.0% decrease compared to the same
period of the prior year. The decrease in sales was attributable to the market
factors mentioned above. However, due to the urgent demand of a specific model
of Samsung mobile phones from Shantian in first quarter of 2006, we were able to
charge an exceptionally high mark-up during the period, which mark-up did not
continue in the second and third quarters.
Information service revenue, net
Total information service revenue net of related business tax and service
fee for the nine months ended September 30, 2006 decreased by $406,010,
representing a decrease of approximately 33.5%, to $807,575 compared to
$1,213,585 for the same period of the prior year.
19
Value-added service revenue from mobile phone users for the nine months
ended September 30, 2006 decreased by $336,347 to $350,491 compared to $686,838
for the same period of the prior year, representing a 49.0% decrease. During the
nine months ended September 30, 2006, there was no service revenue from mobile
phone users, representing a $585,235 decrease compared to the same period of the
prior year. This was attributable to prepaid service fees generated by an
installing agent, Chengao Industry Co. Ltd, who installed the software on a
retailer's (Beijing Jianghe Communication Co., Ltd.) inventories and collected
proceeds from the retailer and transferred the proceeds to the Company. The
entire $350,491 of service revenue in 2006 was generated by our SMS service via
China Mobile's network, representing an increase of $248,888 compared to
$101,603 generated in the same period of the prior year. The increase was mainly
due to the growth of our financial value-added service during 2006. The recently
reactivated Chinese stock market along with active stock exchanges assisted our
growth in this segment of business.
In addition, service revenue from pager users for the nine months ended
September 30, 2006 decreased by $69,663 to $457,084 compared to $526,747 for the
same period of the prior year, representing a decrease of approximately13.2%. We
believe that service revenue from pager users will continue to decrease given
the increased popularity of mobile phones over beepers and pagers. We anticipate
that the decrease in service revenue from pager users will likely plateau at a
certain level as most lower income pager users still like to use pagers to
access our information services.
Advertising service revenue, net
We launched a digital media project to enter into the media market in China
in 2005. In conjunction with charitable organizations, we have installed
donation boxes with digital TV incorporated on top of them in the main lobbies
of commercial banks, hotels, malls and other public locations to call the
public's attention to the charity and broadcast commercial advertisements.
We entered into an agreement with China Charity Foundation ("CCF"), a
national non-profit charitable organization, which enables the Company to
install donation boxes for CCF in banks and other commercial locations
throughout China that will also have the Company's out-of-home digital
television advertising media platform attached. The completion of this agreement
enables us to accelerate the placement of out-of-home digital television
platforms, particularly in banks across China. The Company negotiates placement
of the donation boxes and digital television media platform with banks and other
commercial entities that wish to support the national charity. The China Banking
Regulatory Commission ("CBRC") has previously agreed, pending completion of the
agreement with CCF, to support and coordinate this effort with respect to
approvals of donation box placements in banks throughout China.
This agreement facilitates the continued placement of platforms with little
or no direct costs. We believe that such costs may constitute as much as 30% of
the direct costs of our competitors based upon an analysis of publicly available
information.
We have placed more than 850 multimedia donation boxes in the inbound area
of Shanghai and other arranged spots will be rolled out in the public places
with high traffic flow. Based on our experience in Shanghai, our strategy is to
expand our network to penetrate other large and mid-sized developed cities
throughout China. We believe the earnings potential from the advertising service
will be a new source of profit in view of the upcoming Special Olympic World
Summer Games in 2007 and World Exposition in 2010 to be held in Shanghai. We did
not generate sales revenue from the sales of donation boxes.
In addition, during the nine months ended September 30, 2006, TCH generated
$332,239 of service income from advertisement designing and producing services,
which represents a decrease of $1,547,727 or 82.3%, compared to the service
revenue of $1,879,966 rendered from the advertisement designing and producing
services to Tianci Real Estate, a related party, for publicity and promoting the
use of its apartment for office use during the nine months ended September 30,
2005. The decrease in sales is related to the recent slowdown of the property
markets in Shanghai and other regions of China.
20
Cost of goods sold
The cost of goods sold for the nine months ended September 30, 2006
decreased by $12,655,429 to $1,165,957 compared to $13,821,386 for the same
period of the prior year, representing a 91.6% decrease. The decrease was
consistent with the decrease of revenue from product sales.
Cost of service
The cost of service for the nine months ended September 30, 2006 increased
by $226,138 to $926,911 compared to $700,773 for the same period of the prior
year, representing a 32.3% increase. The increase was mainly due to the increase
of salary costs and the information fees paid to content providers for the
value-added pager service. The breakdown of our service business has changed and
the proportion of pager services that are related to financial information has
increased, resulting in an increase in associated costs pertaining to the
securities information fee paid. During the nine months ended September 30,
2006, we continued to maintain current fee structures and establish
collaborative relationships or partnerships with Chinese mobile operators and
certain information content providers. Most of the cost of service is fixed
costs, and cannot be reduced in response to the decrease in information service
revenue.
Gross profit
After taking into account the cost of goods sold and cost of service, our
gross profit for the nine months ended September 30, 2006 decreased by
approximately $2,359,955 to $384,713, representing a 86.0% decrease, compared to
gross profit of $2,744,668 for the same period of the prior year. The decrease
in gross profit was primarily attributable to the drop of proceeds generated
from advertising services and phone sales during the nine months ended September
30, 2006.
The following table summarizes certain information related to the various
components of revenue.
Information
Advertising Service - Information
Service Mobile Service -
Revenue Phone Sales Phone Pager Total
Nine months ended September
30, 2006
Revenue $ 332,239 $ 1,337,767 $ 350,491 $ 457,084 $ 2,477,581
Cost 108,157 1,165,957 619,686 199,068 2,092,868
Gross profit (loss) 224,082 171,810 (269,195) 258,016 384,713
Gross profit (loss) ratio 67.4% 12.8% (76.8%) 56.4% 15.5%
Nine months ended September
30, 2005
Revenue $ 1,879,966 $14,173,276 $ 686,838 $ 526,747 $17,266,827
Cost 141,088 13,821,386 342,011 217,674 14,522,159
Gross profit 1,738,878 351,890 344,827 309,073 2,744,668
Gross profit ratio 92.4% 2.5% 50.2% 58.7% 15.9%
Sales and marketing expenses
Sales and marketing expenses for the nine months ended September 30, 2006
decreased by $14,107 to $114,050 compared to $128,157 for the same period of the
prior year. The decrease was primarily due to the decrease in the management fee
paid to Sifang Information as a result of the declining revenue generated from
information services.
21
General and administrative expenses
General and administrative expenses for the nine months ended September 30,
2006 decreased by $304,913 to $360,477 compared to $665,390 for the same period
of the prior year, representing a 45.8% decrease. The decrease was mainly due to
the tightened control of expense incurred in the Company.
General and administrative expenses incurred at the TCH level for the nine
months ended September 30, 2006 decreased from $228,231 to $166,619,
representing a 27.0% decrease. The decrease was primarily attributable to the
collection of accounts receivable from our clients, resulting in the recovery of
provisions for bad debts, and enhanced cost control, which led to the decline of
office expenses and professional fees. At the parent level, we incurred an
aggregate of $189,148 of audit fees and other general expenses in the nine
months ended September 30, 2006, compared to audit fees and service fees for
Investor Relations and Public Relations of $437,159 incurred in the prior year.
Interest income (expense)
During the nine months ended September 30, 2006, interest income derived
from bank deposits increased by $2,615 to $3,790, compared to $1,175 for the
same period of the prior year.
During the nine months ended September 30, 2006, finance expense incurred
in discounting bank drafts net of interest income from bank deposits decreased
by $10,007 to $1,576, compared to $11,583 for the same period of the prior year.
Income tax
Our Chinese subsidiary, TCH, is registered at Pudong District in Shanghai
and is subject to a favorable income tax rate of 15% compared to a normal income
tax rate of 33% (30% for the central government and 3% for the local government)
under current PRC tax laws. The income tax provisions presented in the Company's
consolidated financial statements are based on the historical actual income tax
rates of TCH at 15% for the year ended December 31, 2005. In the nine months
ended September 30, 2005 and 2006, income tax expense was $380,102 and $15,969,
respectively, based on consolidated pretax income of $2,056,969 and consolidated
pretax loss of $87,244, respectively. Income tax expense rose during the nine
months ended September 30, 2006 due to TCH's pretax income of $106,462.
Comprehensive income
We recorded comprehensive income of $18,640 for the nine months ended
September 30, 2006, a $1,904,558 decrease in comprehensive income compared to
comprehensive income of $1,923,198 for the same period of the prior year,
representing a decrease of approximately 99.0%. The decrease in comprehensive
income was attributable to (i) the decrease of revenue contribution from our
advertising business that was initiated in the 2005 fiscal year, and (ii) the
significant declines in revenue from sales of mobile phones and information
services during the period. These factors offset the appreciation of Chinese RMB
to US dollars.
Earnings (loss) per share
The loss per share for the nine months ended September 30, 2006 was $0.01
compared to the earnings per share of $0.10 for the same period of the prior
year. The change was due to the decrease in the net income.
22
Three Months ended September 30, 2006 Compared to Three Months Ended September
30, 2005
Revenues
Total Revenues
Total sales revenues consist of product sales, product sales to related
parties, and net information and advertising service revenue. Total sales
revenues for the three months ended September 30, 2006 decreased by $5,520,255,
representing a 94.3% decrease, to $332,494 as compared to $5,852,749 for the
same period of the prior year. The decrease was mainly due to the significant
decline of the advertising service revenue and mobile phone sales. The demand
for mobile phones in the Chinese telecommunication market is decreasing as the
market gradually becomes saturated.
Product Sales
Revenue for product sales in the three months ended September 30, 2006
decreased by $2,806,667, representing a 98.7% decrease, to $36,871 as compared
to $2,843,538 for the same period of the prior year. The decrease was mainly due
to the market factors described above. We reduced the effort and cost of
generating sales from such business throughout the period.
In the three months ended September 30, 2006, Samsung and Nokia's mobile
phones accounted for about 71.0% and 29.0% of our total product sales,
respectively, compared to the same period of the prior year, in which Samsung's
mobile phones accounted for 87% of our total product sales and other brands
accounted for the balance. During 2006, market competition for mobile phone
sales continued to intensify, causing us to reposition ourselves in the
marketplace and move away from the low-margin sales. The increase of our overall
mark-up ratio to 15.2%, in comparison with a mark-up ratio of 1.4% for the same
period of the prior year, primarily resulted from the exceptionally high mark-up
for the small sales of Nokia mobile phones during the period.
We entered an agreement to distribute selected Nokia mobile phones
exclusively in the Shanghai region of China in May 2005 and have obtained the
right to distribute two popular models of Nokia's mobile phones. Initially, we
believed that this agreement would enhance both our market share and
profitability. The initial margin on Nokia mobile phone sales was as high as 8%
in mid 2005; however, as a result of a sudden change in market factors during
the latter half of 2005, the sales mark-up of the Nokia mobile phones to our
customers dropped to 1% during the 4th quarter of 2005. Due to the low sales
mark-up of Nokia mobile phones and reduced sales of the Nokia phones, we are in
the process of discontinuing our mobile phone distribution business.
Product sales to a related party
We have previously distributed Samsung mobile phones to our related party,
Shantian, in which Sifang Information holds a 51% equity interest, for its
retail market channel and facility. During the three months ended September 30,
2006, we did not sell any mobile phones to Shantian (compared to $2,048,309 at a
gross profit margin of 7.5% in 2005), which represents a $2,048,309 or 100%
decrease compared to the same period of the prior year. The decrease in sales is
also attributable to the market factors mentioned above.
Information service revenue, net
Total information service revenue net of related business tax and service
fee for the three months ended September 30, 2006 decreased by $18,231,
representing a decrease of approximately 7.2%, to $235,665 compared to $253,896
for the same period of the prior year.
Value-added service revenue from mobile phone users for the three months
ended September 30, 2006 increased by $25,209 to $91,441 compared to $66,232 for
the same period of the prior year, representing a 38.1% increase. During the
three months ended September 30, 2006 and 2005, the service revenues were
generated entirely by our SMS service via China Mobile's network. The increase
was mainly due to the recent growth of our financial value-added service and the
recently reactivated Chinese stock market.
23
In addition, service revenue from pager users for the three months ended
September 30, 2006 decreased by $43,440 to $144,224 compared to $187,664 for the
same period of the prior year, representing a decrease of approximately 23.1%.
We believe that service revenue from pager users will continue to decrease given
the increased popularity of mobile phones over beepers and pagers. We anticipate
that the decrease in service revenue from pager users will likely plateau at a
certain level as most lower income pager users still like to use pagers to
access our information services.
Advertising service revenue, net
We launched a digital media project to enter into the media market in China
in 2005 as mentioned above in "Nine Months Ended September 30, 2006 Compared to
Nine Months Ended September 30, 2005". During the three months ended September
30, 2006, TCH generated $59,958 of service income from advertisement, designing
and producing services, which represents a decrease of $647,048 or 91.5%,
compared to service revenue of $707,006 from the advertisement designing and
producing services to Tianci Real Estate, a related party, for publicity and
promoting its apartment during the three months ended September 30, 2005.
Cost of goods sold
The cost of goods sold for the three months ended September 30, 2006
decreased by $4,791,382 to $31,272 compared to $4,822,654 for the same period of
the prior year, representing a 99.4% decrease. The decrease was consistent with
the decrease in revenue from product sales.
Cost of service
The cost of service for the three months ended September 30, 2006 increased
by $38,299 to $361,665 compared to $323,366 for the same period of the prior
year, representing an 11.8% increase. The increase was mainly due to the
increase in personnel costs for the value-added mobile phone and pager services.
The breakdown of our service business has changed and the proportion of mobile
phone valued-added service related to financial information has increased,
resulting in an increase in associated costs pertaining to the securities
information fee paid. During the three months ended September 30, 2006, we
continued to maintain current fee structures and establish collaborative
relationships or partnerships with Chinese mobile operators and certain
information content providers. Most of the cost of service is fixed costs, and
cannot be reduced in response to the decrease in information service revenue.
The impact of the overall increase of cost of service is partially offset by the
decreased cost for advertising services resulting from the decrease of
advertising business during the period.
Gross profit
After taking into account the cost of goods sold and cost of service, our
gross loss for the three months ended September 30, 2006 is $60,443, with the
net change of $767,172, representing a 108.6% decrease, compared to gross profit
of $706,729 for the same period of the prior year. The decrease in gross profit
was primarily attributable to the reduction of proceeds generated from
advertising service and phone sales during the three months ended September 30,
2006.
The following table summarizes certain information related to the various
components of revenue.
Information
Advertising Service - Information
Service Mobile Service -
Revenue Phone Sales Phone Pager Total
Three months ended September
30, 2006
Revenue $ 59,958 $ 36,871 $ 91,441 $ 144,224 $ 332,494
Cost 34,374 31,272 262,033 65,258 392,937
Gross profit (loss) 25,584 5,599 (170,592) 78,966 (60,443)
Gross profit (loss) ratio 42.7% 15.2% (186.6%) 54.8% 18.2%
24
Three months ended September
30, 2005
Revenue $ 707,006 $ 4,891,847 $ 66,232 $ 187,664 $ 5,852,749
Cost 92,870 4,822,654 126,875 103,621 5,146,020
Gross profit 614,136 69,193 (60,643) 84,043 706,729
Gross profit ratio 86.9% 1.4% (91.6%) 44.8% 12.1%
Sales and marketing expenses
Sales and marketing expenses for the three months ended September 30, 2006
decreased by $13,659 to $19,473 compared to $33,132 for the same period of the
prior year. The decrease was primarily due to the reduction in the management
fee paid to Sifang Information as a result of the declining revenue generated
from information services.
General and administrative expenses
General and administrative expenses for the three months ended September
30, 2006 decreased by $177,466 to $85,557 compared to $263,023 for the same
period of the prior year, representing a 67.5% decrease. The decrease was mainly
due to the tightened control of expenses incurred at the parent level.
General and administrative expenses incurred at the TCH level for the three
months ended September 30, 2006 increased from $41,583 to $49,920, representing
a 20.0% increase, although the dollar amount of the increase is not significant.
At the parent level, we incurred an aggregate of $32,879 of bank charges, audit
fees and security registration fee in the three months ended September 30, 2006,
compared to audit fees and service fees for Investor Relations and Public
Relations of $221,440 incurred during the same period in the prior year.
Interest income, net
During the three months ended September 30, 2006, the interest income
derived from bank deposits increased by $1,379 to $1,379, compared to nil for
the same period of the prior year.
During the three months ended September 30, 2006, finance expense incurred
in discounting bank drafts net of interest income from bank deposits increased
by $6,179 to nil, compared to $6,179 for the same period of the prior year.
Income taxes
Our Chinese subsidiary, TCH, is registered at Pudong District in Shanghai
and is subject to a favorable income tax rate of 15% compared to a normal income
tax rate of 33% (30% for the central government and 3% for the local government)
under current PRC tax laws. The income tax provisions presented in the Company's
consolidated financial statements are based on the historical actual income tax
rates of TCH at 15% for the year ended December 31, 2005. In the three months
ended September 30, 2005, income tax expense was $111,042, based on consolidated
pretax income of $519,960. In the three months ended September 30, 2006, the
income tax benefit was $19,274, whereas the consolidated loss before income
taxes was $164,093.
Comprehensive income
We recorded comprehensive loss of $73,764 for the three months ended
September 30, 2006, a $729,017 decrease in comprehensive income compared to
comprehensive income of $655,253 for the same period of the prior year,
representing a decrease of approximately 111.3%. The decrease in comprehensive
income was attributable to (i) the decrease of revenue contribution from our
25
advertising business that was newly initiated in the 2005 fiscal year, and (ii)
significant declines in revenue from sales of mobile phones and advertising
services. These factors offset the appreciation of Chinese RMB to US dollars of
$71,055 in the quarter ended September 30, 2006.
Earnings (loss) per share
Loss per share for the three months ended September 30, 2006 was $0.01
compared to the earnings per share of $0.02 for the same period of the prior
year. The decrease was due to the decrease in the net income.
Liquidity and Capital Resources
Our net cash used during the nine months ended September 30, 2006 was
$2,288,499 while we generated cash of $946,186 during the same period in 2005,
which represents a net change of $3,234,685.
Net cash flows used in operating activities was $123,529 during the nine
months ended September 30, 2006 compared to net cash flows provided by operating
activities of $1,133,767 during the same period of the prior year. The net
change in cash used was primarily due to the decrease in net income and
collections of accounts receivables and the decrease in accounts payable which
was offset by the decrease in advances and deposits to suppliers and
inventories.
Net cash flows used in investing activities was $2,266,042 for the nine
months ended September 30, 2006 compared to net cash flows provided by investing
activities of $1,909,797 during the same period of the prior year. The change in
cash provided by investing activities was mainly due to the increase in loans to
related parties. As of September 30, 2006, the amounts due from Sifang Media,
Sifang Information and Kena represent $1,223,969 and $4,188,528, respectively.
Net cash provided by financing activities for the nine months ended
September 30, 2006 was nil compared to $1,500,000 for the same period of the
prior year. The cash inflow of $1,500,000 during the nine months ended September
30, 2005 related to proceeds for shares that were issued in fiscal 2004 but were
held in escrow until we filed a Registration Statement on Form SB-2 with the SEC
in 2005. We treated the proceeds held in escrow as a current asset as the entire
amount was released from escrow in March 2005 and paid to us.
We believe that our current cash balance and cash flows from operations, if
any, will be sufficient to meet present growth strategies and related working
capital. The decreased revenues are primarily due to our discontinuing the
mobile phone distribution business and the slowdown in the advertising business.
We plan to expand our client base in the advertising business to generate more
revenue and cash in the fourth quarter. In regards to the capital expenditures,
we have sufficient funds to expand our operations. We plan to utilize a
combination of internally generated funds from operations with potential debt
and/or equity financings to fund our longer-term growth over a period of two to
five years. The availability of future financings will depend on market
conditions. There is no assurance that the future funding will be available.
The forecast of the period of time through which our financial resources
will be adequate to support operations is a forward-looking statement that
involves risks and uncertainties.
Off-Balance Sheet Arrangements
We have never entered into any off-balance sheet financing arrangements and
have not formed any special purpose entities. We have not guaranteed any debt or
commitment of other entities or entered into any options or non-financial
assets.
Contractual Obligations and Commitments
The following table summarizes our contractual payment obligations and
commitments as of September 30, 2006:
26
Payment Obligations By Period
2006 (a) 2007 2008 2009 2010 Thereafter Total
---------- ---------- ---------- ---------- ---------- ---------- ----------
Operating lease obligations $ 12,490 $ -- $ -- $ -- $ -- $ -- $ 12,490
Obligations for service agreement 11,429 45,714 45,714 45,714 45,714 156,190 350,475
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total $ 23,919 $ 45,714 $ 45,714 $ 45,714 $ 45,714 $ 156,190 $ 362,965
(a) Remaining 3 months in 2006.
Recent Accounting Pronouncements
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain
Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140,"
to permit fair value remeasurement for any hybrid financial instrument that
contains an embedded derivative that otherwise would require bifurcation in
accordance with the provisions of SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 155 is effective for all financial
instruments acquired, issued, or subject to a remeasurement event occurring
after the beginning of an entity's fiscal year that begins after September 15,
2006. We will adopt SFAS No. 155 in fiscal year beginning January 1, 2007. The
adoption of this statement is not expected to have a material effect on our
consolidated financial statements.
In March 2006, FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets-an amendment of FASB Statement No. 140," that provides guidance
on accounting for separately recognized servicing assets and servicing
liabilities. In accordance with the provisions of SFAS No. 156, separately
recognized servicing assets and servicing liabilities must be initially measured
at fair value, if applicable. Subsequent to initial recognition, the company may
use either the amortization method or the fair value measurement method to
account for servicing assets and servicing liabilities within the scope of this
statement. SFAS No. 156 is effective as of the beginning of an entity's fiscal
year that begins after September 15, 2006. The Company will adopt SFAS No. 156
in fiscal year beginning January 1, 2007. The adoption of this statement is not
expected to have a material effect on our consolidated financial statements.
In April 2006, the FASB issued FASB Staff Position ("FSP") FIN 46(R)-6,
"Determining the Variability to Be Considered in Applying FASB Interpretation
No. 46(R)", that will become effective beginning July 2006. FSP FIN No. 46(R)-6
clarifies that the variability to be considered in applying Interpretation 46(R)
shall be based on an analysis of the design of the variable interest entity. The
adoption of this FSP is not expected to have a material effect on our
consolidated financial statement.
In June 2006, the FASB issued FASB Interpretation No. 48 ("FIN 48"),
"Accounting for Uncertainty in Income Taxes," which is an interpretation of SFAS
No. 109, "Accounting for Income Taxes." FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in an enterprise's financial statements
in accordance with SFAS No. 109 and prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. FIN 48 also
provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. FIN 48 is effective
for fiscal years beginning after December 15, 2006. The Company is currently
evaluating the effect that the adoption of FIN 48 may have on its consolidated
financial position or results of operations.
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans -- an amendment of FASB
Statements No. 87, 88, 106 and 132(R)". SFAS No. 158 requires employers to (a)
recognize in its statement of financial position the funded status of a benefit
plan measured as the difference between the fair value of plan assets and the
benefit obligation, (b) recognize net of tax, the gains or losses and prior
service costs or credits that arise during the period but are not recognized as
components of net periodic benefit cost pursuant to SFAS No. 87, "Employer's
Accounting for Pensions" or SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," (c) measure defined benefit plan
assets and obligations as of the date of the employer's statement of financial
position and (d) disclose additional information in the notes to the financial
statements about certain effects on net periodic benefit cost for the next
fiscal year that arise from delayed recognition of the gains or losses, prior
service costs or credits, and transition assets or obligations. The requirements
of SFAS No. 158 are to be applied prospectively upon adoption. For companies
without publicly traded equity securities, the requirements to recognize the
27
funded status of a defined benefit postretirement plan and provide related
disclosures are effective for fiscal years ending after June 15, 2007, while the
requirement to measure plan assets and benefit obligations as of the date of the
employer's statement of financial position is effective for fiscal years ending
after December 15, 2008, with earlier application encouraged. The Company
believes the adoption of this pronouncement will not have a material impact on
its consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements".
SFAS No. 157 defines fair value, establishes a framework for measuring fair
value and expands disclosure of fair value measurements. SFAS No. 157 applies
under other accounting pronouncements that require or permit fair value
measurements and accordingly, does not require any new fair value measurements.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007. The Company is currently in the process of
assessing the impact the adoption of SFAS No. 157 will have on its consolidated
financial statements.
In September 2006, the SEC issued SAB No. 108, "Considering the Effects of
Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements" ("SAB 108"). SAB 108 requires that public companies
utilize a "dual-approach" to assessing the quantitative effects of financial
misstatements. This dual approach includes both an income statement focused
assessment and a balance sheet focused assessment. The guidance in SAB 108 must
be applied to annual financial statements for fiscal years ending after November
15, 2006. Management believes the adoption of this pronouncement will not have a
material impact on the Company's consolidated financial statements.
Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed
by management to have a material impact on the Company's present or future
consolidated financial statements.
28
ITEM 3. CONTROLS AND PROCEDURES
Prior to the conclusion of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13(a)-14(c). Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information relating to us (including our consolidated
subsidiaries) required to be included in our periodic SEC filings.
There were no changes in our internal controls over financial reporting that
materially affected or are reasonably likely to materially affect our internal
control over financial reporting during the quarter ended September 30, 2006.
29
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not currently involved in any pending legal proceedings other
than routine litigation incidental to the business.
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
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following documents are filed as part of this report:
31.1 Chief Executive Officer Certification furnished pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2 Chief Financial Officer Certification furnished pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32.1 Chief Executive Officer Certification furnished pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
32.2 Chief Financial Officer Certification furnished pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
30
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CHINA DIGITAL WIRELESS, INC.
(Registrant)
Date: November 16, 2006 /s/ Fu Sixing
----------------------------------
Fu Sixing, Chief Executive Officer
Date: November 16, 2006 /s/ Qian Fang
----------------------------------
Qian Fang, Chief Financial Officer
31