WEB NEWS Comments & Business Outlook
Item 8.01 Other Events.
On June 30, 2016 Ceetop Inc. (the “Company”) discontinued operations, and terminated the registration, of its subsidiary Hangzhou Ceetop Network Technology LLC.
Deal Flow
Item 8.01 Other Events.
Ceetop Inc. (the “Company”) loaned three million RMB (the “Loan”) to an individual which was secured by three million shares of common stock (the “Shares”) of the Company (the “Collateral”). On June 28, 2016 the Company determined that the Loan was uncollectible, and the holders of the Collateral agreed to cancel the Shares. In lieu of the cancellation of the Shares the Loan has been cancelled.
Comments & Business Outlook
CEETOP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Un-audited)
Three months ended
2016
2015
Sales
-
-
Cost of Sales
-
-
Gross Profit
-
-
Selling, general and administrative expense
$
79,166
$
85,988
Loss on disposal of property and equipment
-
-
(Loss) from operations
(79,166
)
(85,988
)
Other income (loss)
Equity (loss) - share of investee company (note 7)
(9,547
)
(35,383
)
Interest income
-
14
Net (loss)
$
(88,713
)
$
(121,358
)
Other comprehensive (loss) income - Foreign currency translation adjustment
12,577
14,090
Comprehensive (loss)
$
(76,136
)
$
(107,267
)
Net (loss) per share - basic and diluted
$
(0.00
)
$
(0.00
)
Weighted average shares outstanding - basic and diluted
47,596,631
46,956,631
Comments & Business Outlook
Item 1.01 Entry into a Material Definitive Agreement
On May 14, 2016 Guizhou Ceetop Group Holding Co., Limited ("GZ Ceetop"), a subsidiary of Ceetop Inc. (the “Company”), entered into an agreement whereby it sold its equity interest in Softview, with an original value of $1,317,968 (8,500,000 RMB), to Softview for $1,162,913 (7,500,000 RMB, the “Purchase Price”). The Purchase Price was payable as follows: offsetting by Softview of $1,007,858 (6,500,000 RMB) owed to it by GZ Ceetop , 500,000 RMB payable before March 1, 2017, and 500,000 RMB payable before May 1, 2017, respectively.
Comments & Business Outlook
CEETOP INC.
(FORMERLY CHINA CEETOP.COM INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Year ended
2015
2014
Sales
$
-
$
361,887
Cost of sales
-
360,443
Gross profit
-
1,443
Selling, general and administrative expense
534,106
1,319,955
Impairment loss on accounts receivable
-
-
Impairment loss on other receivables
-
-
(Loss) from operations
(534,106
)
(1,318,512
)
Other income (loss)
3,682
(71,601
)
Equity (loss)-share of investee company (Note 4)
(69,507
)
(26,146
)
Interest income
84
300
Net (loss)
$
(599,847
)
(1,415,959
)
Foreign currency translation adjustment
(129,803
)
(17,973
)
Comprehensive (loss)
$
(729,650
)
$
(1,433,932
)
Net (loss) per share – basic and diluted
$
(0.01
)
$
(0.03
)
Weighted average shares outstanding-basic and diluted
47,596,631
42,337,453
Comments & Business Outlook
CEETOP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Un-audited)
Three months ended September 30,
Nine months ended September 30,
2015
2014
2015
2014
Sales
-
-
-
-
Cost of Sales
-
-
-
-
Gross Profit
-
-
-
-
Selling, general and administrative expense
$
144,864
$
248,809
$
376,384
$
1,056,717
Loss on disposal of property and equipment
-
-
-
3,837
(Loss) from operations
(144,864
)
(248,809
)
(376,384
)
(1,060,554
)
Other income (loss)
3,735
3,773
Equity (loss) - share of investee company (note 6)
(6,097
)
(39,668
)
(62,683
)
(120,170
)
Interest income
39
5
79
77
Net (loss)
$
(147,187
)
$
(288,472
)
$
(435,215
)
$
(1,180,647
)
Other comprehensive (loss) income - Foreign currency translation adjustment
(102,668
)
888
(84,086
)
(18,080
)
Comprehensive (loss)
$
(249,855
)
$
(287,584
)
$
(519,301
)
$
(1,198,727
)
Net (loss) per share - basic and diluted
$
(0.00
)
$
(0.01
)
$
(0.01
)
$
(0.03
)
Weighted average shares outstanding - basic and diluted
46,956,631
40,956,631
46,956,631
36,575,679
Management Discussion and Analysis
Net Sales. For the three and nine months ended September 30, 2015 and 2014, sales were $nil. The lack of revenues is due to the Company transitioning from online retail sales to B to B supply chain service.
Net Loss. The Company’s net loss was $147,187 and $288,472 for the three months ended September 30, 2015 and 2014, respectively; $435,215 and $288,472 for the nine months ended September 30, 2015 and 2014, respectively. The decrease was due to the decrease of expenses as a result of the transition of the business of the Company.
Deal Flow
Item 3.02 Unregistered Sales of Equity Securities
Comments & Business Outlook
Item 8.01 Other Events.
Comments & Business Outlook
CEETOP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Un-audited)
Three months ended June 30,
Six months ended June 30,
2015
2014
2015
2014
Sales
-
-
-
-
Cost of Sales
-
-
-
-
Gross Profit
-
-
-
-
Selling, general and administrative expense
$
145,532
$
205,381
$
231,520
$
494,274
Loss on disposal of property and equipment
-
-
-
3,834
(Loss) from operations
(145,532
)
(205,381
)
(231,520
)
(498,108
)
Other income (loss)
38
38
Equity (loss) - share of investee company (note 5)
(21,203
)
(26,969
)
(56,586
)
(80,502
)
Interest income
27
8
41
72
Net (loss)
$
(166,670
)
$
(232,342
)
$
(288,028
)
$
(578,538
)
Other comprehensive (loss) income - Foreign currency translation adjustment
4,492
(323
)
18,582
(18,968
)
Comprehensive (loss)
$
(162,178
)
$
(232,665
)
$
(269,446
)
$
(597,506
)
Net (loss) per share - basic and diluted
$
(0.00
)
$
(0.01
)
$
(0.01
)
$
(0.02
)
Weighted average shares outstanding
-basic and diluted
46,956,631
40,956,631
46,956,631
34,348,896
Management Discussion and Analysis
Net Sales. For the three and six months ended June 30, 2015 and 2014, sales were $nil. The lack of revenues is due to the Company transitioning from online retail sales to B to B supply chain service.
Comments & Business Outlook
CEETOP INC
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Un-audited)
Three months ended
2015
2014
Selling, general and administrative expense
85,988
288,863
Loss on disposal of property and equipment
3,864
(Loss) from operations
(85,988
)
(292,727
)
Other income (loss)
Equity (loss) - share of investee company (note 6)
(35,383
)
(53,533
)
Interest income
14
64
Net (loss)
$
(121,358
)
(346,196
)
Other comprehensive (loss) income - Foreign currency translation adjustment
14,090
(18,645
)
Comprehensive (loss)
$
(107,267
)
$
(364,841
)
Net (loss) per share - basic and diluted
$
(0.00
)
$
(0.01
)
Weighted average shares outstanding - basic and diluted
46,956,631
27,667,742
Management Discussion and Analysis
Net Sales. For the three months ended March 31, 2015 and 2014, sales were $nil, The lack of revenues is due to the Company transitioning from online retail sales to B to B supply chain service.
Net Loss. The Company’s net loss was $121,358 and $346,196 for the three months ended March 31, 2015 and 2014, respectively. The decrease was due to the decrease of expenses as a result of the transition of the business of the Company.
Comments & Business Outlook
CEETOP INC.
(FORMERLY CHINA CEETOP.COM INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Year ended
2014
2013
Sales
$
361,887
$
-
Cost of sales
360,443
-
Gross profit
1,443
-
Selling, general and administrative expense
744,955
2,432,918
Impairment loss on accounts receivable
-
291,719
Impairment loss on other receivables
-
77,491
(Loss) from operations
(743,512
)
(2,802,128
)
Other income (loss)
(71,601
)
-
Equity (loss)-share of investee company (Note 4)
(26,146
)
(89,465
)
Interest income
300
4,994
Net (loss)
$
(840,959
)
(2,886,599
)
Foreign currency translation adjustment
(17,973
)
72,086
Comprehensive (loss)
$
(858,932
)
$
(2,814,513
)
Net (loss) per share – basic and diluted
$
(0.03
)
$
(0.17
)
Weighted average shares outstanding-basic and diluted
42,337,453
16,890,265
Management Discussion and Analysis
Net Sales. For the year ended December 31, 2014, sales were $361,887, compared to $nil for the year ended December 31, 2013. During 2012 and 2013, the Company made strategic changes in business models from online retail sales to B to B supply chain service. During this transition period, there were no sales in 2013. In 2014, the Company’s revised business commenced sales.
Net Loss. The Company’s net loss was $840,959 and $2,886,599 for the years ended December 31, 2014 and 2013, respectively. The decrease of loss was due to significantly less input to the new business and increase of expenses as a result of transition of business in 2014 compared with the prior year.
Auditor trail
Item 4.01 Changes in Registrant’s Certifying Accountant.
On February 6, 2015, Clement C. W. Chan & Co. tendered its resignation as Ceetop Inc.’s independent registered public accounting firm effective February 6, 2015. Clement C. W. Chan & Co’s decision to resign as the Company’s independent auditors followed the expiry of audit services Clement C. W. Chan & Co. provided to the Company as set out in the engagement letter dated December 14, 2013 and the Company’s decision to engage another independent auditing firm. The foregoing determination by the Company was made upon approval and recommendation of the Company’s Board of Directors. Clement C. W. Chan & Co.’s report on the Company’s financial statements for the years ended December 31, 2013 and 2012 respectively did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles except that the auditor’s report on the Company’s financial statements for the fiscal years ended December 31, 2013 and 2012 contained a going concern qualification, noting that there was uncertainty whether the Company was able to continue as a going concern as it depended on (1) whether the Company was able to obtain additional funds from its major shareholder and (2) whether the Company was able to obtain subsidies from the Government of Guiyang. During the Company’s two most recent fiscal years ended December 31, 2013, and the interim period through the effective date of Clement C. W. Chan & Co.’s resignation, (i) , there were no disagreements between the Company and Clement C. W. Chan & Co. on any matter of accounting principles or practices, financial statements disclosure, or auditing scope or procedures, and there were no disagreements, if not resolved to the satisfaction of Clement C. W. Chan & Co., would have caused Clement C. W. Chan & Co. to make reference to the subject matter of the disagreement(s) in its reports on the Company’s consolidated financial statements for such year, and (ii) there were no reportable events as defined in Item 304(a) (1) (v) of Regulation S-K.
As of the date of this Current Report, the Company has provided Clement C. W. Chan & Co. with a copy of the disclosures it is making in response to this Item 4.01. The Company has requested that Clement C. W. Chan & Co. furnish, and did furnish a letter addressed to the SEC stating whether it agrees with the statements made by the Company in response to this Item 4.01 of this Current Report and, if not, stating the respects in which it does not agree (the “Clement Letter”). A copy of the Clement C. W. Chan & Co. Letter is filed as Exhibit 16.1 to this Current Report.
Comments & Business Outlook
CEETOP INC
(FORMERLY CHINA CEETOP.COM INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Un-audited)
Three months ended
Nine months ended
2014
2013
2014
2013
Selling, general and administrative expense
$
91,991
$
427,416
$
586,262
$
932,872
Loss on disposal of property and equipment
-
-
3,837
-
(Loss) from operations
(91,991
)
(427,416
)
(590,099
)
(932,872
)
Other income (loss)
Equity (loss) - share of investee company (note 5)
(39,668
)
(72,386
)
(120,170
)
(72,386
)
Interest income
5
1,734
77
4,191
Net (loss)
$
(131,654
)
$
(498,068
)
$
(710,192
)
$
(1,001,067
)
Other comprehensive income (loss) - Foreign currency translation adjustment
888
20,383
(18,080
)
54,603
Comprehensive (loss)
$
(130,766
)
$
(477,685
)
$
(728,272
)
$
(946,464
)
Net (loss) per share - basic and diluted
$
(0.00
)
$
(0.03
)
$
(0.02
)
$
(0.06
)
Weighted average shares outstanding
-basic and diluted
40,956,631
16,805,243
36,575,679
16,804,191
Management Discussion and Analysis
Net Sales. For the three and nine months ended September 30, 2014 and 2013, sales were $nil, The lack of revenues is due to the Company transitioning from online retail sales to B to B supply chain service.
Net Loss. The Company’s net loss was $131,654 and $498,068 for the three months ended September 30, 2014 and 2013, respectively; and $710,192 and $1,001,067 for the nine months ended September 30, 2014 and 2013, respectively.
Comments & Business Outlook
CEETOP INC
(FORMERLY CHINA CEETOP.COM INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Un-audited)
Three months ended
Six months ended
2014
2013
2014
2013
Selling, general and administrative expense
$
205,381
$
295,685
$
494,274
$
505,456
Loss on disposal of property and equipment
-
-
3,834
-
(Loss) from operations
(205,381
)
(295,685
)
(498,108
)
(505,456
)
Other income (loss)
Equity (loss) - share of investee company (note 5)
(26,969
)
-
(80,502
)
-
Interest income
8
2,455
72
2,457
Net (loss)
$
(232,342
)
$
(293,230
)
$
(578,538
)
$
(502,999
)
Other comprehensive (loss) income - Foreign currency translation adjustment
(323
)
34,040
(18,968
)
34,220
Comprehensive (loss)
$
(232,665
)
$
(259,190
)
$
(597,506
)
$
(468,779
)
Net (loss) per share - basic and diluted
$
(0.01
)
$
(0.02
)
$
(0.02
)
$
(0.03
)
Weighted average shares outstanding
-basic and diluted
40,956,631
16,804,426
34,348,896
16,803,245
Management Discussion and Analysis
Net Sales. For the three and six months ended June 30, 2014 and 2013, sales were $nil, The lack of revenues is due to the Company transitioning from online retail sales to B to B supply chain service .
Net Loss. The Company’s net loss was $232,432 and $293,230 for the three months ended June 30, 2014 and 2013, respectively; $578,538 and $502,999 for the six months ended June 30, 2014 and 2013, respectively.
Comments & Business Outlook
(FORMERLY CHINA CEETOP.COM INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Year ended December 31,
2013
2012
Sales
$ - $ 4,774,156
Cost of sales
- 4,877,047
Gross (loss)
- (102,891 )
Selling, general and administrative expense
2,432,918 1,115,783
Impairment loss on accounts receivable
291,719 178,722
Impairment loss on other receivables
77,491 -
(Loss) from operations
(2,802,128 ) (1,397,396 )
Other income (loss)
Equity (loss)-share of investee company (Note 4)
(89,465 ) -
Interest income
4,994 4,008
Net (loss)
$ (2,886,599 ) (1,393,388 )
Foreign currency translation adjustment
72,086 8,387
Comprehensive (loss)
$ (2,814,513 ) $ (1,385,001 )
Net (loss) per share - basic and diluted
$ (0.17 ) $ (0.05 )
Weighted average shares outstanding
-basic and diluted
16,890,265
28,719,267
Management Discussion and Analysis
Overall Operating Results:
Net Sales. For the year ended December 31, 2013, sales were $nil, compared to $4,774,156 for the year ended December 31, 2012. This decrease in net sales was due to the Company’s transition from online retail sales to B to B supply chain service.
Net Loss. The Company’s net loss was $2,886,599 and $1,393,388 for the years ended December 31, 2013 and 2012, respectively. The increase was due to input to the new business and increase of expenses as a result of transition of business.
Joint Venture
On September 18, 2013 Guizhou Ceetop Network and Technology Co. Ltd. (“Guizhou”), the subsidiary of China Ceetop.com, Inc. (the “Company”), entered into a Capital Investment and Share Expansion Agreement (the “Agreement”) with Hangzhou Ruanjing Information Technology Co., Ltd. (also known as Hangzhou Softview Information Technology Company Limited, hereinafter “Hangzhou”). Hangzhou, located in Hangzhou, Zhejiang Province, China, is an enterprise focusing on e-commerce, supply chain information systems development, maintenance and support. Pursuant to the Agreement, in exchange for 8,500,000 yuan, Guizhou acquired Forty Two and one half percent (42.5%) of the equity in Hangzhou.
Joint Venture
On September 18, 2013 Guizhou Ceetop Network and Technology Co. Ltd. (“Guizhou”), the subsidiary of China Ceetop.com, Inc. (the “Company”), entered into a Capital Investment and Share Expansion Agreement (the “Agreement”) with Hangzhou Ruanjing Information Technology Co., Ltd. (also known as Hangzhou Softview Information Technology Company Limited, hereinafter “Hangzhou”). Hangzhou, located in Hangzhou, Zhejiang Province, China, is an enterprise focusing on e-commerce, supply chain information systems development, maintenance and support. Pursuant to the Agreement, in exchange for 8,500,000 yuan, Guizhou acquired Forty Two and one half percent (42.5%) of the equity in Hangzhou.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 12, 2013, the Company filed with the State of Oregon an amendment to its Articles of Incorporation to change the name of the Company to Ceetop, Inc.
Deal Flow
Item 5.01 Changes in Control of Registrant
On December 28, 2013 Ceetop Inc. (the “Company”), entered into a Stock Purchase Agreement (the “Agreement”) and sold (the “Transaction”) an aggregate of 23,000,000 shares of the Company’s common stock (the “Shares”) for an aggregate purchase price of $3,680,000 ($.16 per share) to 10 different investors (collectively referred to as the “Investors”). None of the Investors is: (i) affiliated with the Company or its officers or directors, or (ii) affiliated with any other Investor; or (iii) acting in concert, or as a group, with any other Investor. There are no arrangements or understandings among the Investors and old control groups and their associates with respect to election of directors or other matters.
Immediately prior to the issuance of the Shares, the Company had 17,956,390 shares of common stock outstanding, and as a result of the issuances pursuant to the Transaction the Company will have an aggregate of 40,956,390 shares of Common Stock outstanding.
CFO Trail
Item 5.02
Resignation of Juqun Zhao
On May 2, 2013, Zhao, Juqun resigned as Chief Financial Officer of China Ceetop.com, Inc. (the “Company”). Mr. Zhao’s resignation was not due to any disagreement with the Company, its officers and directors, or its auditors
Comments & Business Outlook
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
AND THE PERIOD FROM INCEPTION (FEBRUARY 18, 2003) THROUGH DECEMBER 31, 2010
From inception
February 18, 2003 Through
2010
2009
December 31, 2010
Revenue
$ - $ - $ 61,562
Production costs
- - (104,996 )
Depreciation and depletion
- - (11,614 )
Total production costs
$ - $ - $ (116,610 )
Operating expenses :
Mineral rights expense
- - (32,485 )
General and administrative
(140,848 ) (53,035 ) (465,393 )
Impairment
(224,901 ) - (224,901 )
Loss on sale of assets
- - (902 )
Total operating expenses
$ (365,749 ) $ (53,035 ) $ (723,681 )
(Loss) from operations
$ (365,749 ) $ (53,035 ) $ (723,681 )
Other income and expense
Other income
- - 50,400
Interest expense
(128,935 ) (299,066 ) (428,001 )
Total other expense
(128,935 ) (299,066 ) (377,601 )
Net Loss
$ (494,684 ) $ (352,101 ) $ (1,156,330 )
Weighted average common shares outstanding
Basic
16,678,182 10,039,004
Diluted
20,100,100 N/A
Net (loss) per common share
Basic
$ (0.030 ) $ (0.04 )
Diluted
$ N/A $ N/A
Auditor trail
On
February 15, 2011 , the Company dismissed M&K CPAS, PLLC as its principal independent accountant. M&K report on the Company’s financial statements for the year ended December 31, 2009 did not contain an adverse opinion or disclaimer of opinion. The Board of Directors approved the decision to dismiss M&K as the Company’s principal independent accountant. During the Company’s recent fiscal year and through the date of M&K dismissal, there were no disagreements with M&K on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of M&K, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.
On February 15, 2011 the Company retained CLEMENT C. W. CHAN & CO to serve as the Company’s principal independent accountant.
Reverse Merger Activity
On January 27, 2011 China Ceetop.com became a public entity via a
reverse merger transaction.
Company Snapshot:
Business-to-Consumer (B2C) E-commerce company with main operations in PRC
Post Merger Share Calculation :
866,636: Pre reverse merger outstanding shares
28,496,427: Newly issued shares of Common Stock
200,000: Shares issuable upon the conversion of a $10,000 convertible promissory note.
3,558,046 shares of the Company’s Series A Preferred Stock were also issued on the date of the closing of the share exchange transaction.
GeoTeam® best effort calculation of total post reverse merger shares assuming full conversions: 29,563,063
Financial Snapshot : December Year End
The company is still losing money.
