SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the quarterly period ended: September 30, 2004
Commission file number 0-26559
CIK No. 0001082603
CHINA MOBILITY SOLUTIONS, INC.
(Exact name of registrant as specified in this charter)
XIN NET CORP.
--------------
(Former name)
Florida 330-751560
------------------------------- --------------------
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
#900 - 789 West Pender Street, Vancouver, B.C. Canada V6C 1H2
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (604)632-9638
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 at least the past 90 days.
YES [X] NO [_]
As of August 6, 2004, there were 15,826,670 shares of $0.001 par value common
stock outstanding.
1
CHINA MOBILITY SOLUTIONS, INC.
INDEX TO QUARTERLY REPORT
ON FORM 10-QSB
September 30, 2004
PART I. FINANCIAL INFORMATION PAGE
ITEM 1. Consolidated Financial Statements:
Consolidated Balance Sheets.................................F-1
Consolidated Statements of Operations.......................F-2 - F-3
Consolidated Statements of Cash Flows...... ...............F-4 - F-5
Notes to Consolidated Financial Statements..................F-6 - F-11
ITEM 2. Management's Discussion and Analysis.....................3
ITEM 3. Controls and Procedures..................................8
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings........................................8
ITEM 2. Changes in Securities and Use of Proceeds................8
ITEM 3. Defaults Upon Senior Securities..........................8
ITEM 4. Submission of Matters to a Vote of Security Holders......8
ITEM 5. Other Information........................................8
ITEM 6. Exhibits and Reports on Form 8-K.........................8
SIGNATURE.............................................................9
2
ITEM 1. FINANCIAL STATEMENTS
CHINA MOBILITY SOLUTIONS, INC. AND SUBSIDIARIES
(formerly Xin Net Corp.)
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
Stated in U.S. dollars 2004 2003
---------------------------------------------------------------------------------------------------------------------------------
(Unaudited) (Audited)
ASSETS
Current Assets
Cash and Cash Equivalents $ 5,074,164 $ 3,303,677
Accounts receivable, net of allowance of $nil (2003: $58,678) 46,337 95,465
Prepaid Expenses and Other Current Assets 32,076 31,587
Amount due from related parties 102,416 -
Assets to be disposed of 2,435,485 2,435,485
----------------------- ---------------------
Total Current Assets 7,690,478 5,866,214
Investment - at equity 172,251 253,524
Property and Equipment, Net 22,658 13,438
Goodwill 1,647,106 187,436
----------------------- ---------------------
Total Assets $ 9,532,493 $ 6,320,612
======================= =====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable and Other Accrued Liabilities $ 344,319 $ 225,040
Deferred Revenue 1,955,023 28,354
Liabilities to be disposed of 3,338,783 3,200,857
Security deposit from Sino-i.com Ltd. 2,415,800 2,416,200
----------------------- ---------------------
8,053,925 5,870,451
Minority Interest - 38,147
Commitments and Contingencies - -
Stockholders' Equity
Common Stock : $0.001 Par Value
Authorized : 50,000,000
Issued and Outstanding : 15,826,670 (2003: 13,786,670) 15,827 13,787
Additional Paid In Capital 9,443,578 8,221,618
Accumulated Deficit (7,811,474) (7,659,628)
Accumulated Other Comprehensive Loss (169,363) (163,763)
----------------------- ---------------------
Total Stockholders' Equity 1,478,568 412,014
----------------------- ---------------------
Total Liabilities and Stockholders' Equity $ 9,532,493 $ 6,320,612
======================= =====================
(See condensed notes to consolidated financial statements)
F-1
CHINA MOBILITY SOLUTIONS, INC. AND SUBSIDIARIES
(formerly Xin Net Corp.)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
September 30, September 30,
Stated in U.S. dollars 2004 2003 2004 2003
---------------------------------------------------------------------------------------------------------------------------------
Revenue
Mobile Marketing Services $ 888,082 $ - $ 888,082 $ -
Tuition fee 95,383 78,040 218,298 221,323
---------------------------------------------------------------------------------------------------------------------------------
983,465 1,106,380
78,040 221,323
Cost of revenue
Mobile Marketing Services 236,229 - 236,229 -
Tuition fee 15,268 - 43,641 -
---------------------------------------------------------------------------------------------------------------------------------
251,497 279,870
- -
Gross profit 731,968 78,040 826,510 221,323
Expenses
Advertising and promotion 273,696 2,612 280,471 15,639
Consulting and professional 17,463 31,991 56,800 78,417
Depreciation 2,255 1,891 3,890 5,448
Foreign exchange loss (gain) (17,219) 367 (8,801) (4,088)
General and administrative 1,682 13,309 59,761 35,993
Rent 124,499 13,723 150,060 56,870
Salaries, wages and sub-contract 307,532 50,279 379,198 162,773
----------------- ----------------- -------------- ------------------
709,908 114,172 921,379
351,052
Operating Profit (Loss) 22,060 (36,132) (94,869) (129,729)
Other Income and Expenses
Interest income 30,290 3 59,846 11
Other income 9 2,493 1,470 8,541
Equity loss in undistributed earnings of
investee company - (21,705) (81,273) (66,076)
----------------- ----------------- -------------- ------------------
30,299 (19,957)
(19,209) (57,524)
Profit (loss) before minority interest and
Discontinued operations 52,359 (55,341) (114,826) (187,253)
Minority interest - 21,198 4,634 21,198
----------------- ----------------- -------------- ------------------
Loss from Continuing Operations 52,359 (110,192)
(34,143) (166,055)
F-2
CHINA MOBILITY SOLUTIONS, INC. AND SUBSIDIARIES
(formerly Xin Net Corp.)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
September 30, September 30,
Stated in U.S. dollars 2004 2003 2004 2003
------------------------------------------------------------------------------------------------------------------------------------
Discontinued operations
Loss from Assets held for sale - - - (322,987)
Profit (loss) from discontinued operations - 2,550 (41,654) 2,550
----------------------- --------------- ----------------- ------------------
Net Profit (Loss) Available to Common $ 52,359 (31,593) $ (151,846) $ (486,492)
Stockholders
======================= =============== ================= ==================
Earnings (loss) per share attributable to common stockholders:
Earnings (loss) from continuing operations $ 0.00 $ (0.00) $ (0.01) $ (0.01)
Earnings (loss) from discontinued
operations 0.00 0.00 (0.00) (0.03)
----------------------- --------------- ----------------- ------------------
Total basic and diluted $ 0.00 $ (0.00) $ (0.01) $ (0.04)
======================= =============== ================= ==================
Weighted average number of common shares outstanding:
Basic and diluted 15,826,670 13,786,670 14,531,196 13,786,670
======================= =============== ================= ==================
(See condensed notes to consolidated financial statements)
F-3
CHINA MOBILITY SOLUTIONS, INC. AND SUBSIDIARIES
(formerly Xin Net Corp.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(Unaudited)
Stated in U.S. dollars 2004 2003
-------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities
Net loss $ (151,846) $ (486,492)
Less: loss from assets held for sale - 322,987
Less: loss from discontinued operations 41,654 (2,550)
Adjustments to reconcile net loss to net cash
Provided by (Used in) operating activities
Depreciation and amortization 3,890 5,448
Translation adjustments (5,600) (6,088)
Minority interest (4,634) (21,198)
Equity loss of The Link Group, Inc. 81,273 66,076
Changes in assets and liabilities
Increase in accounts receivable 139,688 -
(Increase) Decrease in prepaid expenses and other current assets 10,509 (34,079)
Increase in amount due from related parties (102,416) -
Increase (Decrease) in accounts payable (155,851) (85,279)
Increase (Decrease) in deferred revenue 311,974 28,557
Increase in liabilities to be disposed of 137,926 -
Increase in security deposits - 2,417,000
-------------------------------------
Net cash provided by operating activities 306,567 2,204,382
-------------------------------------
Cash flows from investing activities
Purchases of property and equipment (1,727) (10,444)
Reduction in investment - 1,266
Cash transferred in from acquisition of Quicknet 1,477,355 -
-------------------------------------
Net cash flows provided by (used in) investing activities 1,475,628 (9,178)
-------------------------------------
Effect of exchange rate changes on cash (1,052) -
Net cash provided by continuing operations 1,781,143 2,195,204
Net cash provided by assets held for sale - 98,726
Net cash provided by (used in) discontinued operations (10,656) 7,936
-------------------------------------
Increase in cash and cash equivalents 1,770,487 2,301,866
Cash and cash equivalents - beginning of period 3,303,677 957,133
-------------------------------------
Cash and cash equivalents - end of period $ 5,074,164 $ 3,258,999
=====================================
F-4
CHINA MOBILITY SOLUTIONS, INC. AND SUBSIDIARIES
(formerly Xin Net Corp.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(Unaudited)
Supplemental Information :
Cash paid for :
Interest $ - $ 6,573
Income taxes - 10,978
Non-cash investment :
Issuance of 6,120,000 common shares for
the acquisition of Quicknet $ 1,224,000 $ -
(See condensed notes to consolidated financial statements)
F-5
CHINA MOBILITY SOLUTIONS, INC.
(Previously known as Xin Net Corp.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004
( Unaudited )
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of America.
However, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been omitted or condensed pursuant to the rules and regulations
of the Securities and Exchange Commission ("SEC"). In the opinion of management,
all adjustments of a normal recurring nature necessary for a fair presentation
have been included. The results for interim periods are not necessarily
indicative of results for the entire year. These condensed consolidated
financial statements and accompanying notes should be read in conjunction with
the Company's annual consolidated financial statements and the notes thereto for
the fiscal year ended December 31, 2003 included in its Annual Report on Form
10-KSB.
The unaudited condensed consolidated financial statements include China Mobility
Solutions, Inc. and its subsidiaries. Significant inter-company transactions and
accounts have been eliminated.
Certain items have been reclassified to conform to the current period
presentation. There is no effect on total results of operations or shareholders'
equity.
2. Acquisition of Beijing Quicknet Telecommunication Corp. Ltd.
On June 23, 2004, the Company completed the acquisition of a 49% equity interest
from the shareholders of a short message system ("SMS") provider, Beijing
Quicknet Telecommunication Corp. Ltd. ("Quicknet"), located in Beijing, China
through the issuance 6,120,000 (2,040,000 post-reverse split) shares of common
stock of the Company. Due to the restrictions on foreign ownership of
telecommunication companies in China, 2% of the equity interest of Quicknet is
held by the management of Quicknet with Chinese citizenship and they will be
transferred back to the Company when the China government removes the
restrictions. The Company has an option to acquire the remaining 49% equity
interest in Quicknet within the first year from the closing date for $4,000,000.
The Company has another option to acquire the remaining 49% equity interest in
Quicknet within the second year from the closing date for $5,000,000. As a
general rule, the Company can pay these amounts by 50% in shares of the common
stock of the Company and 50% in cash. The final percentage of shares versus cash
can be negotiated between both parties.
Quicknet's financial information is incorporated into the consolidation of the
Company effective June 30, 2004, as the transactions that occurred between the
period from June 23, 2004 to June 30, 2004 were immaterial.
The value assigned to assets and liabilities acquired can be summarized as
follows:
Cash and short term investments $ 1,477,355
Accounts receivables 90,560
Prepaid expenses 10,998
Fixed asets, net 14,930
Goodwill 1,519,982
Accounts payable and accrued liabilities (275,130)
Unearned revenue (1,614,695)
------------
Fair value of net assets acquired $ 1,224,000
============
The following unaudited pro forma information is based on the assumption that
the acquisition took place as of beginning of the period (January 1, 2004), with
comparative information for the immediately preceding period as though the
acquisition had been completed at the beginning of that period:
F-6
2004 2003
------------ ------------
Net sales $ 1,192,500 $ 143,283
============ ============
Net loss $ (43,163) $ (454,899)
============ ============
Basic and diluted loss per share (0.00) (0.03)
============ ============
3. Disposal of Dawa Business Group Inc. ("Dawa")
On June 30, 2004, the Company entered into a Share Exchange Agreement (the "2004
Share Exchange Agreement") with Windsor Education Academy Inc. ("Windsor"), Dawa
Business Group Inc. ("Dawa") and 1041571 B.C. Ltd. ("1041571") whereby the
Company exchanged 102 shares, or 51%, of the issued and outstanding common stock
of Dawa to 1041571 in consideration for 98 shares, or 49%, of the issued and out
-standing common stock of Windsor.
The Company first acquired the 102 shares of common stock of Dawa pursuant to a
prior Share Exchange Agreement, dated July 3, 2003, (the "2003 Share Exchange
Agreement") between the Company, Windsor, Dawa and 1041571 whereby the Company
exchanged 98 shares, or 49%, of the issued and outstanding common stock of
Windsor to 1041571 in consideration for 102 shares, or 51%, of the issued and
outstanding common stock of Dawa. Prior to the 2003 Share Exchange Agreement,
Windsor was a wholly owned subsidiary of the Company.
At the close of the 2004 Share Exchange Agreement, the Company became the
beneficial owner of all of the issued and outstanding stock of Windsor and the
Company ceased to own any of the common stock of Dawa. The 2004 Share Exchange
Agreement did not involve any cash consideration.
The loss on disposal of Dawa, together with the related assets and liabilities
disposed of, is as follows:
Sales proceeds $ 26,862
Less: Current assets (61,987)
Fixed assets (1,617)
Goodwill (60,312)
Other assets (145)
Current liabilities 55,907
---------
Loss on disposal of Dawa $(41,292)
=========
The result of Dawa operations for the six months ended June 30, 2004 and the pro
forma results of operations for the six months ended June 30, 2003, which are
shown for comparison purposes assuming the Company acquired Dawa as of January
1, 2003, are as follows:
2004 2003
------------ ------------
Revenue $ 213,205 $ 149,338
Operating costs (213,567) (146,149)
------------ ------------
Net los $ (362) $ 3,189
============ ============
4. Discontinued Operations - Internet-related Services
On February 26, 2003, the Company entered into an agreement to sell the
internet-related services provided in China to a subsidiary company of
Sino-i.com Ltd., a company listed on the Hong Kong Stock Exchange, for total
consideration of RMB 20 million (approximately US$2,415,800), which the Company
has received and classified as a security deposit as of September 30, 2004. The
transaction is subject to the approval of shareholders.
The loss on disposal of the internet-related business, together with the related
assets and liabilities disposed of, is as follows:
F-7
Sales proceeds $ 2,415,800
Less: Current assets (1,992,665)
Capital assets (442,820)
Current liabilities 3,338,783
------------
Gain on disposal of internet-related business $ 3,319,098
============
The results of the discontinued internet-related services for the nine months
ended September 30, 2004 and 2003 are as follows:
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
2004 2003 2004 2003
Revenue $ - $ - $ - $ 2,372,554
Operating costs $ - $ - $ - $(2,695,541)
------------------- --------------------
Net loss $ - $ - $ - $ (322,987)
=================== ====================
5. Property and Equipment
Property and equipment consist of the following:
September 30, December 31,
2004 2003
Equipment $ 40,483 $ 37,959
Library 9,554 9,554
Furniture 12,262 10,683
--------- ----------
Total 62,299 51,397
Less: Accumulated depreciation (39,641) (37,959)
---------- ----------
Net book value $ 22,658 $ 13,438
========== ==========
The depreciation expense charged to continuing operations for the nine-month
period ended September 30, 2004 was $3,890.
6. Investment in The Link Group, Inc. ("Link")
Pursuant to a Share Exchange Agreement dated December 20, 2001, the Company paid
$200,000 cash for 3,882,700 shares of The Link Group, Inc. ("Link").
Pursuant to a Subscription Agreement dated January 18, 2002, the Company paid
$600,300 in a private placement of Link for 14,500,000 (pre-reverse one for four
split) common shares at $0.0414 per share, as well as 10,875,000 special
warrants convertible into 10,875,000 post-reverse one for four split common
shares on or before January 31, 2004 at no additional consideration. The Company
exercised the 10,875,000 special warrants on March 12, 2002. An option to
purchase an additional 7,500,000 post-reverse one for four split common shares
at $0.04 per share, or $300,000, until February 15, 2002, was also granted to
the Company, which was not exercised.
By an agreement dated January 21, 2002, Link agreed to purchase all of the
outstanding shares of Protectserve Pacific Ltd. ("PSP") through the issuance of
37,500,000 (post-reverse one for four split) common shares. Link has the right
to buy back its shares at $0.001 per share from these individuals if PSP's after
tax profit is less than Hong Kong $9 million dollars ("HKD") for the twelve
months ending December 31, 2002. The buy back formula is for every HKD $333,333
that PSP falls short of the HKD $9 million after tax profit, Link can buy back
one million (post-reverse one for four split) common shares from these
individuals.
On February 18, 2002, the shareholders of Link approved the reverse split of the
issued and outstanding common shares of Link at the ratio of one for four,
thereby making the Company's total Link shares held equal to 15,370,675 shares,
representing 28.8% of the total issued and outstanding shares of Link. On
October 14, 2002, Link cancelled 8,300,000 outstanding common shares as part of
F-8
the consideration of the disposition of its subsidiary company and thereafter
the Company's holding in Link correspondingly increases to 34.1%. On March 28,
2003, Link issued 3,000,000 common shares and cancelled 14,000,000 common shares
and thereafter the Company's holding in Link correspondingly changes to 24.8%.
On August 5, 2003, Link cancelled 22,200,000 shares pursuant to a repurchase
agreement and thereafter the Company's holding in Link correspondingly increases
to 38.6%. On October 17, 2003, Link issued 36,000,000 shares for the acquisition
of New Unicorn Holdings Ltd. and thereafter the Company's holding in Link
correspondingly decreases to 20.26%.
The Company accounts for its investment in Link on the equity basis, which is
carried at cost, adjusted for the Company's proportionate share of their
undistributed earnings or losses. As of September 30,, 2004, the investee
company's financial statements were not sufficiently timely for the Company to
apply the equity method currently. Therefore, the Company recorded its share of
the investee's losses from the most recent available financial statements, which
were the audited financial statements as of December 31, 2003, as filed with the
Securities and Exchange Commission on August 2, 2004:
Original cost of 15,370,675 shares
of The Link Group, Inc. $ 800,300
Equity in undistributed earnings of
investee company (628,049)
----------
Investment - at equity $ 172,251
==========
7. Basic and Diluted Earnings (Loss) Per Share
Basic earnings (loss) per share are computed by dividing net earnings (loss)
available to common stockholders by the weighted-average number of common shares
outstanding during the period. Diluted earnings per share is computed by
dividing net earnings available to common stockholders by the weighted-average
number of common shares outstanding during the period increased to include the
number of additional common shares that would have been outstanding if
potentially dilutive common shares had been issued.
The following table sets forth the computations of shares and net loss used in
the calculation of basic and diluted loss per share for the three and nine
months ended September 30, 2004 and 2003:
Three months ended Nine months ended
September 30, September 30,
2004 2003 2004 2003
---------------------------- ----------------------------
Income (Loss) from continuing operations $ 52,359 $ (34,143) $ (110,192) $ (166,055)
Income (Loss) from discontinued operations - 2,550 (41,654) 2,550
---------------------------- ----------------------------
Net income (loss) for the period 52,359 (31,593) (151,846) (163,505)
Weighted-average number of shares outstanding 15,826,670 13,786,670 14,531,196 13,786,670
Effective of dilutive securites:
Dilutive options - $3.90 - - - -
Dilutive options - $0.30 - - - -
Dilutive warrants - $1.50 - - - -
Dilutive warrants - $2.25 - - - -
---------------------------- ----------------------------
Dilutive potential common shares - - - -
---------------------------- ----------------------------
The effect of outstanding options and warrants was not included as the effect
would be antidilutive.
On June 24, 2004, the Company carried out a 3 for 1 reverse stock-split. Figures
of prior periods have been retroactively restated to reflect the effect of the
reverse stock-split.
F-9
8. Share Purchase Warrants
On April 1, 2003, the Company extended its outstanding 5,884,990 (1,961,663
post-reverse split) million Series "A" Share Purchase Warrants as follows:
(i) the exercise price of the Series "A" Share Purchase Warrants is
adjusted to $0.50 ($1.50 post-reverse split) each and their term is
extended to March 31, 2005:
(ii) upon exercise of one Series "A" Share Purchase Warrants at $0.50
($1.50 post-reverse split), the holder will receive one common share
of the company and one Series "B" Share Purchase Warrant; and
(iii) the exercise price of the Series "B" Share Purchase Warrants is
adjusted to $0.75 ($2.25 post-reverse split) each and their term is
extended to March 31, 2006;
(iv) upon exercise of one Series "B" Share Purchase Warrant at $0.75 ($2.25
post-reverse split), the holder will receive one common share of the
Company.
9. Stock Options
On July 23, 2004, the Company granted incentive stock options for 1,155,000
shares at a price of $0.30 per share exercisable up to July 23, 2007, to five
directors. All the options were vested immediately.
Options outstanding at September 30, 2004 were 3,291,000 with option prices
ranging from $0.30 to $3.90. No options were canceled, forfeited, or exercised
during the nine-month period ended September 30, 2004. The weighted average
exercise price of the options outstanding and exercisable is $2.64 and the
weighted average remaining contractual life is 1.1 years.
The Company accounts for its stock-based compensation plans using the intrinsic
value method whereby no compensation costs have been recognized in the financial
statements for stock options granted to employees, officers and directors. If
the fair value method had been used for options granted, a value of $267,300
would be recorded for the quarter ended September 30, 2004. The Company's net
loss and net loss per share would approximate the following pro forma amounts:
Three months Nine months
ended ended
September 30, September 30,
2004 2004
------------ ------------
Net profit (loss) as reported $ 52,359 $ (41,654)
------------ ------------
Net loss pro forma $ (214,941) $ (308,954)
------------ ------------
Pro forma net loss per common
share basic and diluted loss
per share $ (0.01) $ (0.02)
------------ ------------
The fair value of each option granted is estimated on the date of grant using
the Black-Scholes option pricing model with weighted average assumptions for
grants as follows:
Risk free interest rate 3.65%
Expected life of options in years 1 to 3 years
Expected volatility 184%
Dividend per share $0.00
10. Segment and Geographic Data
The Company's reportable segments are geographic areas. Summarized financial
information concerning the Company's reportable segments is shown in the
following table. The "Other" column includes corporate related items, and, as it
relates to segment profit (loss), income and expenses not allocated to
reportable segments.
F-10
Canada China Other Total
Three months ended September 30, 2004
Revenue from continuing operations $ 995,383 $ 888,082 $ - $ 983,465
Operating loss 68,768 (35,478) (11,230) 22,060
Total assets 145,885 9,214,140 172,468 9,532,493
Three months ended September 30, 2003
Revenue from continuing operations $ 78,040 $ - $ - $ 78,040
Operating loss 3,341 974 (40,447) (36,132)
Total assets 176,499 5,956,305 479,094 6,611,898
Three months ended September 30, 2004
Revenue from continuing operations $ 218,298 $ - $ - $1,106,380
Operating loss (17,354) (34,781) (42,734) (94,869)
Total assets 145,885 9,214,140 172,468 9,532,493
Three months ended September 30, 2003
Revenue from continuing operations $ 221,323 $ - $ - $ 221,323
Operating loss (50,334) 66 (76,461) (129,729)
Total assets 176,499 5,956,305 479,094 6,611,898
F-11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information presented here should be read in conjunction with China Mobility
Solutions Inc.'s consolidated financial statements and related notes. In
addition to historical information, the following discussion and other parts of
this document contain certain forward-looking information. When used in this
discussion, the words "believes," "anticipates," "expects," and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties, which could cause actual results
to differ materially from those projected due to a number of factors beyond the
Company's control. The Company does 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 be realized. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. Readers are also urged to carefully review and
consider the Company's discussions regarding the various factors, which affect
its business, included in this section and elsewhere in this report.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis is based upon our consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. On an on-going basis, we evaluate our estimates,
including those related to revenue recognition, accounts receivable and
allowance for doubtful accounts, intangible and long-lived assets, and income
taxes. We base our estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.
An accounting policy is deemed to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, and if different estimates that reasonably
could have been used or changes in the accounting estimate that are reasonably
likely to occur could materially change the financial statements. We believe the
following critical accounting policies reflect our more significant estimates
and assumptions used in the preparation of our consolidated financial
statements:
Revenue Recognition
Revenues consist of tuition fees earned and mobile marketing
service fees. Revenue is recognized when the following criteria are met:
persuasive evidence that an arrangement exists; delivery has occurred or
services have been rendered; the price to the customer is fixed or determinable;
and collectability is reasonably assured. If all of the above criteria have been
met, revenues are principally recognized. Revenues derived from education and
mobile marketing services are recognized as the services are performed and
amounts received from customers in advance of revenue recognition are deferred
and classified on the balance sheet as "deferred revenue." Changes in these
factors could materially impact our financial position or our results of
operations.
Intangible and Long-lived assets
We evaluate our intangible assets and long-lived assets, which
represent goodwill and fixed assets, for impairment annually and when
circumstances indicate the carrying value of an asset may not be recoverable. If
impairment exists, an adjustment is made to write the asset down to its fair
value, and a loss is recorded as the difference between the carrying value and
fair value. We do not believe any impairment exists for any of these types of
assets as of September 30, 2004.
3
Income Taxes
The Company accounts for income taxes under the provisions of
Statement of Financial Accounting Standards ("SFAS" No. 109), "Accounting for
Income Taxes," whereby deferred income tax assets and liabilities are computed
for differences between the financial statements and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future,
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary, to reduce deferred income tax assets to the amount
expected to be realized.
Contingencies
The outcomes of legal proceedings and claims brought against us are subject to
significant uncertainty. SFAS 5, Accounting for Contingencies, requires that an
estimated loss from a loss contingency such as a legal proceeding or claim
should be accrued by a charge to income if it is probable that an asset has been
impaired or a liability has been incurred and the amount of the loss can be
reasonably estimated. Disclosure of a contingency is required if there is at
least a reasonable possibility that a loss has been incurred. In determining
whether a loss should be accrued we evaluate, among other factors, the degree of
probability of an unfavorable outcome and the ability to make a reasonable
estimate of the amount of loss. Changes in these factors could materially impact
our financial position or our results of operations.
RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 2004 AS COMPARED TO
THE QUARTER ENDED SEPTEMBER 30, 2003
Revenues. The Company achieved revenues of $983,465 in the third quarter 2004
compared $78,040 in the third quarter 2003 derived from the net sales of
education courses and mobile marketing services from its subsidiaries. The
Company closed the acquisition of Quicknet, a mobile solutions provider in China
by the end of June, 2004. The subsidiary's performance was consolidated into the
Company's third quarter financial statements, therefore, caused a significant
increase in revenues. This year, the Company also disposed its ownership of the
Dawa business and resumed 100% ownership of Windsor Education Academy. These
changes also contributed to the revenue fluctuations.
Business Segments
During the quarter, the Company had revenues in two segments:
Windsor - Education Courses $ 95,383
Mobile Marketing Services $ 888,082
The cost of revenue in each segment was:
Windsor - Education Courses $ 15,268
Mobile Marketing Services $ 236,229
The gross profit from each of the business segments was:
Windsor - Education Courses $ 80,115
Mobile Marketing Services 651,853
---------
$ 731,968
Operating Expenses. The Company incurred operating expenses of $709,908 in the
third quarter 2004 compared to operating expenses of $114,172 in the third
quarter 2003. The Company had total operating costs, including cost of sales of
$961,405 in the third quarter 2004, resulting in an operating profit of $22,060.
The increase in operations expenses is mainly caused from the operations of our
mobile solution services in China. The expenses include facilities and equipment
rental expenses, advertising and promotion expenses, and salaries and wage
expenses. Operating expenses for the same period in 2003 was $114,172 and
primarily consists of those related to our educational services operations only.
Net Profit. The net profit in the third quarter 2004 was $ 52,359, including
$30,290 in interest income, compared to the net loss in the third quarter 2003
of $34,143. The changes are mainly caused by the successful operation from
mobile marketing services in China.
The profit (loss) per share in 2004 and 2003 was nominal in the period.
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RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AS COMPARED
TO THE NINE MONTHS ENDED SEPTEMEBR 30, 2003
Revenues. The Company achieved revenues of $1,106,380 in the nine months ended
September 30, 2004 compared to $221,323 in the same period of 2003 derived from
net sales of education courses and mobile marketing services (2004 only) from
its subsidiary in China. The significant changes also derived from the results
of operations from our mobile solutions services in China.
Business Segments
During the nine months ended September 30, 2004, the Company had
revenues in two segments:
Windsor - Education Courses $ 218,298
Mobile Marketing Services 888,082
The cost of revenue in each segment was:
Windsor - Education Courses $ 43,641
Mobile Marketing Services 236,229
The gross profit from each of the business segments was:
Windsor - Education Courses 174,657
Mobile Marketing Services 651,853
--------
$ 826,510
Operating Expenses. The Company incurred operating expenses of $921,379 in the
nine months ended September 30, 2004 compared to operating expenses of $351,052
in the same period of 2003. The Company had operating costs of $1,201,249 in the
nine months ended September 30, 2004, resulting in an operating loss of $94,869.
The increase is mainly caused from the operations of Beijing QuickNet, the
mobile solution provider in China, which expenses primarily represent facilities
and equipment rental expenses, advertising and promotion expenses, and salaries
and wages expenses. Operating expenses for the same period in 2003 primarily
consists of those related to our educational services operations only.
Loss from continuing operations. Loss from continuing operations for the nine
months ended September 30, 2004 was $110,192 after interest income of $59,846
and $81,273 in equity loss in investee company in 2004 in contrast to the same
period of 2003 operating loss of $166,055, including other income of $8,541 and
loss of $66,076 in investee company. The loss for the nine months ended
September 30, 2004 consists of our mobile solutions operations and our
educational service operations versus the loss for the same period in 2003,
which primarily consists of our educational services operations only.
The loss per share was nominal in the period in 2004 and 2003.
Loss from discontinued operations. Loss from discontinued operations in the nine
months ended September 30, 2003 was $41,654 representing the results of the
disposal of the Dawa operations. Loss from discontinued operations for the nine
months ended September 30, 2003 was $322,987 representing the results of the
discontinued internet-related services operations in China pending shareholder
approval.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash capital of $5,074,164 at the quarter ended September 30,
2004, which was mainly derived from cash flows from the successful operation of
the mobile marketing services in China and the sale of the ChinaDNS assets. The
Company's liabilities have increased from year-end resulting from an increase in
deferred revenue attributable to the Company's mobile marketing activities and
current liabilities are $8,053,925 resulting in an operating capital deficit of
approximately $400,000. $2,435,485 in "assets to be disposed of" when disposed
will also result in a reduction of liabilities by $5,754,583. The Company has no
other capital resources other than the ability to use its common stock to
achieve additional capital raising. Other than cash capital, its other assets
would be illiquid.
5
Net cash flows provided by operating activities decreased to $306,567 for the
nine months ended September 30, 2004 and mainly was driven by an increase in
accounts receivable and deferred revenue from our mobile marketing services
activities. Net cash flows provided by operating activities during the nine
months ended September 30, 2003 was $2,204,382, which mainly represented an
increase in the security deposit from the sale of our China DNS assets.
Net cash flows provided by investing activities increased to $1,475,628 for the
nine months ended September 30, 2004 primarily represented cash acquired in the
acquisition of Beijing Quicknet. Net cash flows used in investing activities for
the nine months ended September 30, 2003 was ($9,178) primarily consisting of
cash paid for the acquisition of property and equipment.
FUTURE PLANS
On Feb 15, 2004, the Company has entered into a Definitive Agreement to acquire
51% of a mobile solutions provider in China, Beijing Quicknet Telecommunications
Corp. Ltd. (Beijing Quicknet), from non-affiliates. In order to comply with
current Chinese law, the Company acquired 49% immediately upon closing at the
end of June, 2004 and retained the right to acquire the 2% as soon as it
obtained Government approval or achieve a legal structure (under Chinese law)
which allows control of the 2%. By the end of the third quarter, the Company has
gained 51% control of QuickNet through a voting arrangement. According to the
Agreement, the Company has the option to acquire the remaining 49% of Beijing
Quicknet within 2 years from the Closing Date, which is June 23, 2004. If the
Company exercises the option to purchase the remaining 49% of Beijing Quicknet
within first year from the Closing Date, the purchase price will be US$4,000,000
(four million US dollars); if the Company exercises the option to purchase the
balance of Beijing Quicknet within the second year from the Closing Date, the
purchase price will be US$5,000,000 (five million US dollars).
The Company has accumulated about 500,000 corporate accounts from its previous
domain name registration and web hosting services in China. The Company wants to
continue pursuing Internet related businesses in China. Acquisition of Beijing
Quicknet gives the Company an opportunity to capitalize in this rapidly growing
market as well as provide it with the opportunity for Beijing Quicknet to
utilize these corporate accounts and generate additional revenue stream.
In order to increase revenues, the Company plans to open up more branches in
China, creating newservices, and also to grow by acquiring other companies that
will complement our existing service offerings.
Need for Additional Financing:
The Company believes it has sufficient capital to meet its short-term cash
needs, including the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934. However, if losses continue
it may have to seek loans or equity placements to cover longer term cash needs
to continue operations and expansion.
No commitments to provide additional funds have been made by management or other
stockholders. Accordingly, there can be no assurance that any additional funds
will be available to the Company to allow it to cover operations expenses. If
future revenue declines, or operations are unprofitable, it will be forced to
develop another line of business, or to finance its operations through the sale
of assets it has, or enter into the sale of stock for additional capital, none
of which may be feasible when needed. The Company has no specific management
ability, nor financial resources or plans to enter any other business as of this
date.
From the aspect of whether it can continue toward the business goal of
maintaining and expanding the businesses in Canada and develop new business of
Mobile Solution services in China, it may use all of its available capital
without generating a profit.
6
The effects of inflation have not had a material impact on its operation, nor is
it expected to in the immediate future.
Market Risk:
The Company does not hold any derivatives or investments that are subject to
market risk. The carrying values of any financial instruments, approximate fair
value as of those dates because of the relatively short-term maturity of these
instruments which eliminates any potential market risk associated with such
instruments.
Future Trends:
On the Education Services side, we have operated for over a year now and the
competition is very fierce in the market. The Canadian government has tightened
its budget on English training for new immigrants. This tightening leads to
reduced government funding for Windsor Education Academy and this will have
negative effects on its revenues. The Canadian government has also adopted a
stricter system to choose schools that can be funded by the government and every
school needs to re-register with the government. There is no assurance that
Windsor Education Academy will continue receiving government funding in the
coming years.
For our mobile business solutions business in China, we have operated for over a
year now. The Chinese economy has been among the fastest growing in the world
for the past several years. Growth is expected to maintain in 2004. China has
one of the largest and fastest-growing telecom markets in the world, with the
mobile phone sector in particular having become the worlds biggest and the
number of the subscribers continuing to grow. Total SMS (short messaging
services) revenues in China grew by 75% in 2003 to US$248 million. SMS revenue
growth in China is projected by Pacific Growth Equities of San Francisco to be
60% in 2004. As the mobile solutions market continues to grow, there will be
more competitors coming into the market. Companies that focused on the
individual mobile value-added services market may put more effort into the
commercial mobile solution services market, which is China Mobility Solutions'
current focus. The Company may face fierce competition on the price of the
products as well as the increase on human resource cost if the Company wants to
maintain a strong management and technical team. There is no assurance that our
mobile solution business will continue developing at the same speed as it did
this year.
The information presented here should be read in conjunction with China Mobility
Solutions, Inc.'s consolidated financial statements and related notes. In
addition to historical information, the following discussion and other parts of
this document contain certain forward-looking information. When used in this
discussion, the words "believes," "anticipate," "expects," and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties, which could cause actual results
to differ materially from those projected due to a number of factors beyond the
Company's control. The Company does 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 be realized. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. Readers are also urged to carefully review and
consider the Company's discussions regarding the various factors, which affect
its business, included in this section and elsewhere in this report.
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ITEM 3. CONTROLS AND PROCEDURES
a. Evaluation of Disclosure Controls and Procedures:
Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time period
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. As of the end of the period covered by this
report, September 30, 2004, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based upon and as of the date of that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports the Company files and submits under the
Exchange Act is recorded, processed, summarized and reported as and when
required.
b. Changes in Internal Control over Financial Reporting:
There were no changes in the Company's internal control over financial reporting
identified in connection with the Company evaluation of these controls as of the
end of the period covered by this report that could have significantly affected
those controls subsequent to the date of the evaluation referred to in the
previous paragraph, including any correction action with regard to significant
deficiencies and material weakness.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings - None.
Item 2. Changes in securities - 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 and reports on Form 8-K
(a) The following are filed as Exhibits to this Quarterly Report. The numbers
refer to the Exhibit Table of Item 601 of Regulation S-K:
Exhibit 31.1 and 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT
Exhibit 32.1 and 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(b) Reports on Form 8-K filed during the three months ended September 30, 2004,
which are incorporated by reference:
o July 12, 2004 - Item 2
o July 26, 2004 - Item 5
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the
undersigned thereunto duly authorized.
Dated: November 19, 2004
CHINA MOBILITY SOLUTIONS INC.
by: /s/ Xiaoqing (Angela) Du
----------------------------
Angela Du, President
9