10-Q/A 1 f10q0913a1_ceetop.htm AMENDMENT NO. 1 TO QUARTERLY REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

FORM 10-Q/A

 Amendment No. 1

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period ended September 30, 2013

 

Commission File Number 000-32629

 

Ceetop Inc.

(Exact name of registrant as specified in charter)

 

Oregon   98-0408707

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

A2803, Lianhe Guangchang, 5022 Binhe Dadao,

Futian District, Shenzhen, China

  518026
(Address of principal executive offices)   (Zip Code)

 

(86-755) 3336-6628


Registrant’s telephone number, including area code

 

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 such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.  Yes x   No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer  o   Accelerated Filer   o
 

Non-accelerated filer  o

(Do not check if smaller reporting company)

  Smaller Reporting Company   x

  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of November 8, 2013 the Company had outstanding 16,806,631shares of its common stock, par value $0.001.

  

 

 

 
 

 

EXPLANATORY NOTE

 

The Company is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 (the “Form 10-Q/A”), which was originally filed with the Securities and Exchange Commission (“SEC”) on November 20, 2013 (the “Original Form 10-Q”), to restate a previous over-statement of the Company’s equity investment on September 30, 2013, and the related equity gain or loss for the three and nine months thereof . There were no effects on the financial statements of the company for periods subsequent to September 30, 2013.

 

This Form 10-Q/A includes new certifications as exhibits 31.1, 31.2, 32.1 and by our principal executive officer and principal financial officer as required by Rules 12b-15 and 13a-14 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except for the amended disclosures and reclassification described above, the information in this Form 10-Q/A has not been updated to reflect events that occurred after September 30, 2013, and/or the filing date of the Original Form 10-Q. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Form 10-Q, including any amendments to those filings.

 

 
 

 

Special Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.

 

In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "proposed," "intended," or "continue" or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other "forward-looking" information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

 

 
 

  

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION    
Item 1. Financial Statements    
  Consolidated Balance Sheets (unaudited and audited)   F-2  
  Consolidated Statements of Income and Comprehensive Income (unaudited)   F-3  
  Consolidated Statements of Cash Flows (unaudited)   F-4  
  Consolidated Statements of Stockholders’  Equity (unaudited)   F-5  
  Notes to Consolidated Financial Statements (unaudited)   F-8 - F-26  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   2  
Item 3. Quantitative and Qualitative Disclosures about Market Risk   6  
Item 4. Controls and Procedures   6  
PART II – OTHER INFORMATION      
Item 1. Legal Proceedings   7  
Item 1A. Risk Factors   7  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   7  
Item 3. Defaults Upon Senior Securities   7  
Item 4. Mine Safety Disclosures   7  
Item 5. Other Information   7  
Item 6. Exhibits   7  
Signatures   8  

 

1
 

 

PART I – FINANCIAL INFORMATION

 

Item1.  Financial Statements

 

TABLE OF CONTENTS

 

Consolidated Balance Sheets (unaudited and audited)     F-2  
         
Consolidated Statements of Income and Comprehensive Income (unaudited)     F-3  
         
Consolidated Statements of Cash Flows (unaudited)     F-4  
         
Consolidated Statements of Stockholders’ Equity (unaudited)     F-5  
         
Notes to Consolidated Financial Statements (unaudited)     F-6 - F-24  

  

F-1
 

  

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

CONSOLIDATED BALANCE SHEETS

 

      September 30,   December 31, 
   Notes  2013   2012 
      (Unaudited)   (Audited) 
ASSETS           
            
Current Assets           
            
Cash and cash equivalents     $660,436   $71,608 
Accounts receivable, net of provision of $385,646 (2012 : $179,867)  3   92,006    285,184 
Other receivables      111,367    172,514 
Prepayments and deposits      50,398    6,495 
              
Total Current Assets      914,207    535,801 
              
Property and equipment, net of accumulated depreciation of $277,082 (2012 : $248,335)  3   269,493    17,828 
Equity interest in an investee company  4   1,318,679    - 
              
Total Assets     $2,502,379   $553,629 
              
LIABILITIES AND STOCKHOLDERS' EQUITY             
              
Current and Total Liabilities             
              
Accrued expenses and other payable     $376,661   $697,546 
Amounts due to trustees  5   2,988,947    - 
              
Total Current and Total Liabilities      3,365,608    697,546 
              
Stockholders' Equity             
              
Common stock, USD0.001 par value, 100,000,000 shares authorized, 16,806,631 and 16,790,631 shares issued and outstanding at September 30, 2013 and December 31, 2012 respectively  7   16,806    16,790 
Preferred stock, USD0.001 par value  7   -    - 
Additional paid-in capital  8   5,840,837    5,836,413 
Common Stock issued for prepaid services  9   (183,467)   (394,664)
Statutory reserve  10   -    - 
Accumulated other comprehensive income  11   182,698    116,580 
Accumulated deficit      (6,720,103)   (5,719,036)
              
Stockholders' Equity      (863,229)   (143,917)
              
Total Liabilities and Stockholders' Equity     $2,502,379   $553,629 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-2
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)

 

   Three Months Ended September 30,   Nine Months Ended
September 30
,
 
   2013   2012   2013   2012 
                 
Sales, net  $-   $1,244,458   $-   $3,888,116 
                     
Cost of sales   -    (1,227,218)   -    (3,783,890)
                     
Gross profit   -    17,240    -    104,226 
Stock based compensation   (66,183)   (75,911)   (215,637)   (231,359)
Selling, general and administrative expenses   (361,233)   (95,892)   (717,235)   (540,825)
                     
(Loss) from operations   (427,416)   (154,563)   (932,872)   (667,958)
                     
Other Income                    
Interest income   1,734    14    4,191    198 
Other income   -    3,271    -    4,003 
Equity (loss) - share of investee company earnings   (72,386)   -    (72,386)   - 
                     
Total other (loss) income   (70,652)   3,285    (68,195)   4,201 
                     
Net (loss)  $(498,068)   (151,278)  $(1,001,067)   (663,757)
                     
Weighted average shares (including common shares and non-convertible preferred shares) outstanding                    
Basic - note 3)   16,805,243    32,739,354    16,804,191    34,798,315 
Diluted - note 3)   16,805,243    32,739,354    16,804,191    34,798,315 
                     
Net (loss) per share (include common shares and non-convertible preferred shares)                    
Basic - note 3)  $(0.0296)   (0.0046)  $(0.0596)   (0.0191)
Diluted - note 3)  $(0.0296)   (0.0046)  $(0.0596)   (0.0191)
                     
Net (loss)  $(498,068)   (151,278)  $(1,001,067)   (663,757)
Other comprehensive income
  - gain on foreign currency  translation
   31,898    (1,030)   66,118    6,458 
                     
Comprehensive (loss)  $(466,170)   (152,308)  $(934,949)   (657,299)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-3
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(UNAUDITED)

 

   2013   2012 
         
CASH FLOWS FROM OPERATING ACTIVITIES        
         
Net loss  $(1,001,067)  $(663,757)
Adjustments to reconcile net loss to net cash (used in) operating activities :          
Depreciation   21,738    33,926 
Share-based payment expense   215,637    231,359 
Equity loss - share of investee company earnings   72,386    - 
Provision for doubtful accounts   198,905    - 
Changes in operating assets and liabilities :          
Accounts receivable   (1,817)   (206,316)
Advances to suppliers   -    (157,098)
Other receivable, deposits and prepayment   77,476    (178,708)
Inventories   -    (785,848)
Accounts payable   -    - 
Deposits from customers   -    64,936 
Accrued expense and other payable   (381,117)   (31,238)
           
Net cash (used in) operating activities   (797,859)   (1,692,744)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Acquisition of property and equipment   (272,602)   - 
Investment in an investee company   (1,379,550)   - 
Net cash (used in) investing activities   (1,652,152)   - 
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Advance from a director   -    844,206 
Net amounts due to trustees   2,988,947    - 
Net cash provided by financing activities   2,988,947    844,206 
           
Effect of exchange rate changes on cash and cash equivalents   49,892    6,075 
           
Net increase/(decrease) in cash and cash equivalents   588,828    (842,463)
           
Cash and cash equivalents, beginning balance   71,608    855,713 
           
Cash and cash equivalents, ending balance  $660,436   $13,250 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4
 

  

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP. COM, INC.)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(UNAUDITED)

 

                       Common             
   Common Stock   Preferred Stock   Additional   stock issued for   Other       Total 
   Stock       Stock       paid-in   prepaid   comprehensive   (Accumulated   stockholders 
   outstanding   Amount   outstanding   Amount   capital   service   income   loss)   equity 
                                     
Balance at January 1, 2012   32,281,642   $32,281    3,558,046   $3,558   $5,815,844   $(702,743)  $108,193   $(4,325,648)  $931,485 
                                              
Foreign currency translation adjustments - note 11)   -    -    -    -    -    -    8,387    -    8,387 
                                              
Record of common stock for prepaid service - note 9)   -    -    -    -    -    308,079    -    -    308,079 
                                              
Issuance of common stock for Legal adviser - notes 7, 9)   40,000    40    -    -    760    -    -    -    800 
                                              
Issuance of common stock for consultancy service - notes 7, 9)   9,000    9    -    -    711    -    -    -    720 
                                              
Cancellation of shares - note 7)   (15,540,011)   (15,540)   (3,558,046)   (3,558)   19,098    -    -    -    - 
                                              
(Loss) for the year ended December 31, 2012   -    -    -    -    -    -    -    (1,393,388)   (1,393,388)
                                              
Balance at December 31, 2012   16,790,631   $16,790    -   $-   $5,836,413   $(394,664)  $116,580   $(5,719,036)  $(143,917)
                                              
Foreign currency translation adjustments - note 11)   -    -    -    -    -    -    66,118    -    66,118 
                                              
Record of common stock for prepaid service - note 9)   -    -    -    -    -    211,197    -    -    211,197 
                                              
Issuance of common stock for Legal adviser - notes 7, 9)   16,000    16    -    -    4,424    -    -    -    4,440 
                                              
(Loss) for the nine months ended September 30, 2013   -    -    -    -    -    -    -    (1,001,067)   (1,001,067)
                                              
Balance at September 30, 2013   16,806,631   $16,806    -   $-   $5,840,837   $(183,467)  $182,698   $(6,720,103)  $(863,229)

 

The accompanying notes are an integral part of these consolidated financial statements. 

 

F-5
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 1 - ORGANIZATION

 

Ceetop, Inc. (the “Company” or “ Ceetop”) was incorporated in Oregon on February 18, 2003 under the name of GL Gold Inc.  On June 6, 2003 the Company filed an amendment with the State of Oregon changing its name to Oregon Gold, Inc.  On January 7, 2011 Oregon Gold Inc. changed its name to China Ceetop.com, Inc.  On September 12, 2013, the Company further changed its name to Ceetop Inc.

 

Surry Holdings Limited (“Surry”) was incorporated in the British Virgin Islands on September 18, 2009.  Surry holds 100% of Westow Technology Limited (“Westow”), a company incorporated in the British Virgin Islands, which in turn holds 100% of Shenzhen Ceetop Network Technology Co., Limited ("SZ Ceetop"), a company incorporated in Shenzhen, Peoples’ Republic of China ("PRC") and ultimately holds 100% of Hangzhou Ceetop Network Technology Co., Limited ("HZ Ceetop"), a company incorporated in Hangzhou, PRC.

 

Pursuant to a series of transactions completed in September, 2009, Surry became the holding company of Westow, SZ Ceetop and HZ Ceetop ("Group Reorganization").

 

Since Surry, Westow, SZ Ceetop and HZ Ceetop were under common control of a controlling party both before and after the completion of the Group Reorganization, the Group Reorganization has been accounted for using merger accounting.  The consolidated financial statements have been prepared on the basis as if Surry had always been the holding company of Westow, SZ Ceetop and HZ Ceetop and this group structure had been in existence throughout the nine months ended September 30, 2013 and year ended December 31, 2012 as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation”.

 

On January 27, 2011, the Company became the holding company of Surry through a reverse acquisition.  The Company acquired all of the issued and outstanding capital stock of Surry pursuant to the share exchange agreement dated December 30, 2010 by and among Surry, the Company and the shareholders of the Company (the “Share Exchange Agreement”).  At the same time, the Company effected a reverse stock split such that the number of all existing issued shares were reduced from 19,900,100 to 866,636 on a 23 to 1 basis.  Pursuant to the Share Exchange Agreement, the Company acquired 100% of the capital stock and ownership interests of Surry in exchange for 28,496,427 newly-issued shares of the Company’s common stock and 3,558,046 newly issued shares of the Company’s series A preferred stock.

 

Prior to the acquisition of the Surry, the Company was a non-operating public shell.  Pursuant to Securities and Exchange Commission (“SEC”) rules, the merger or acquisition of a private operating company into a non-operating public shell with nominal net assets is considered as a capital transaction, rather than a business combination.  Accordingly, for accounting and financial reporting purposes, the transaction was treated as a reverse acquisition, wherein Surry is considered the acquirer.  The assets and liabilities of Surry have been brought forward at their book value and no goodwill has been recognized.  The historical financial statements prior to January 27, 2011 are those of Surry.

 

The Company operates in a single reportable segment, the principal activities of the Company were engaged in the provision of an online platform for distribution of 3C products (computers/communications/consumer electronics) in the PRC by way of a website named www.ceetop.com mainly through its wholly owned legal subsidiaries HZ Ceetop and SZ Ceetop.

 

F-6
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 1 – ORGANIZATION (CONTINUED)

 

The Company has transformed from online retail sales into an integrated supply chain service provider, and focuses on  business to business supply chain management and related value added services for customers.  Through the stimulation of Labor Specialization, the original competition between products or companies has turned into the competition between supply chains. Each supply chain is a consolidation of companies to provide the final products.

 

On March 5, 2013, the name of the subsidiary company, Shenzhen Ceetop Network Technology Co., Limited (“SZ Ceetop”) was changed to Guizhou Ceetop Network Technology Co., Limited (“GZ Ceetop”).

 

On May 29, 2013, GZ Ceetop established two 100% owned subsidiaries, Hangzhou Tuoyin Management Consulting Co., Limited and Hangzhou Lianzhan Supply Chain Management Co., Limited to enhance the management of Business to Business  supply chain service.

 

On August 22, 2013, GZ Ceetop acquired a 42.5% interest in Hangzhou Softview Information Technology Company Limited to enhance information technology in the supply chain management system.

 

These Consolidated Financial Statements present the Company and its subsidiaries on a historical basis.

 

Note 2 - GOING CONCERN

 

The accompanying Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying Consolidated Financial Statements, the Company incurred net losses of $1,001,067 and $663,757 for the nine months ended September 30, 2013 and 2012 respectively, has accumulated deficit of $6,720,103 and has net deficiency in shareholders’ equity of 863,229 respectively at September 30, 2013.  Although as mentioned in Note 8 “Additional Paid in Capital”, a former major preferred stock shareholder of the Company has undertaken to inject funds in the amount of RMB10,000,000 (equivalent to $1,547,000) to HZ Ceetop as its working capital on or before December 31, 2011 However, up to September 30, 2013, only RMB2,000,000 (equivalent to $312,412) was injected by that major shareholder, who waived repayment thereof, so the amount $312,412 was credited to additional paid in capital.    Management is unable and in particular following returning and cancellation of all preferred stock for no consideration on September 5, 2012 (note 8) to ascertain when the balance of RMB8,000,000 (equivalent to $1,234,588) would be injected to the Company.  These factors create an uncertainty about the Company’s ability to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of common stock.  As mentioned in note 5, net funds of $3,529,700 have been received during the nine month period ended September 30, 2013, from a group of potential shareholders pending execution of formal stock purchase agreement and issuance of common stock.  During the year ended December 31, 2012, a verbal agreement was reached by the Government of Guiyang (the “Government”) and the Company.  Under the terms of agreement, the Government will provide subsidies to the Company amounting to RMB10,000,000 per year for three consecutive years to encourage the Company establish the business in the city in order to enhance the economic development of the city.  With respect to the verbal agreement, management considers that the main terms of the agreement have been agreed and the remaining details are still in the process of negotiation.  Management is confident that the agreement will be finalized and executed in the near future, but there is no guarantee an agreement will be entered into and if so when any such agreement will be entered into.

 

F-7
 

  

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 2 - GOING CONCERN (CONTINUED)

 

During the nine months ended September 30, 2013, the Company did not generate any supply chain service income pending the finalization of the agreement.  The Consolidated Financial Statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

These Unaudited Consolidated Financial Statements were prepared by the Company pursuant to the rules and regulations of the SEC.  The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) that are, in the opinion of management, necessary to present fairly the operating results for the respective periods.  Certain information and footnote disclosures normally present in Annual Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) were omitted pursuant to such rules and regulations.  These Unaudited Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and footnotes for the year ended December 31, 2012.  The results for nine months ended September 30, 2013, are not necessary indicative of the results to be expected for the full year ending December 31, 2013.

 

Basis of Presentation

 

The accompanying Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).  The Company adopted the new accounting guidance (“Codification”) on July 1, 2009.  For the nine months ended September 30, 2013, all reference for periods subsequent to July 1, 2009 are based on the codification.  The Company's functional currency is the Chinese Renminbi; however the accompanying consolidated financial statements have been translated and presented in the United States Dollars (“USD”).

 

Principles of Consolidation

 

The Consolidated Financial Statements incorporate the financial statement items of the combining entities or businesses in which the common control combination occurs as if they had been combined from the date when the combining entities or businesses first came under the control of the controlling party.

 

The net assets of the combining entities or businesses are combined using the existing book values from the controlling parties’ perspective.  No amount is recognized in respect of goodwill or excess of acquirer’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities over cost at the time of common control combination, to the extent of the continuation of the controlling party’s interest.

 

The Consolidated Statements of Income and Comprehensive Income include the results of each of the combining entities or businesses from the earliest date presented or since the date when the combining entities or businesses first came under common control, where this is a shorter period.

 

A business combination involving entities or businesses under common control is a business combination in which all of the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory.  Such business combinations are referred to as common control combinations which is in line with U.S. GAAP.

 

F-8
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Translation Adjustment

 

As of September 30, 2013 and December 31, 2012, the accounts of the Company were maintained, and its financial statements were expressed, in RMB.  Such financial statements were translated into USD in accordance with the Foreign Currency Matters Topic of the Codification, with the RMB as the functional currency.  According to the Codification, all assets and liabilities were translated at the current exchange rate, stockholders’ equity are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification, as a component of shareholders’ equity.  Transaction gains and losses are reflected in the income statement.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles 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 from those estimates.

 

Comprehensive Income

 

The Company uses SFAS 130 “Reporting Comprehensive Income” (codified in FASB ASC Topic 220).  Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive income for the nine months and three months ended September 30, 2013 and 2012 included net income and foreign currency translation adjustments.

 

Risks and Uncertainties

 

The Company’s operations are carried out in the PRC.  Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC’s economy.  The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

 

The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.

 

F-9
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Contingencies

 

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.  There were no contingencies of this type as of September 30, 2013 and December 31, 2012.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.  There were no contingencies of this type as of September 30, 2013 and December 31, 2012.

 

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

 

Accounts Receivable

 

The Company maintains reserves for potential credit losses on accounts receivable.   Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.  Reserves are recorded based on the Company’s historical collation history.  Allowances for doubtful accounts as of September 30, 2013 and December 31, 2012 were $385,646 and $179,867 respectively.

 

F-10
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Property, Plant and Equipment

 

Property, plant and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property, plant and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property, plant and equipment is provided using the straight-line method for substantially all assets with estimated lives of:

 

Office equipment   3 - 5 years
Leasehold improvement   3 years
Motor vehicles   10 years

 

As of September 30, 2013 and December 31, 2012 Property, Plant & Equipment consist of the following:

 

    09/30/2013    12/31/2012 
Office equipment   396,645    266,163 
Leasehold improvement   95,814    - 
Motor vehicles   54,116    - 
Accumulated depreciation   (277,082)   (248,335)
   $269,493   $17,828 

 

Depreciation expense for the nine months ended September 30, 2013 and 2012 was $21,738 and $33,926, respectively. Depreciation expense for the three months ended September 30, 2013 and 2012 was $11,681 and $12,197, respectively.

 

Equity interest in an investee company

 

In accordance with ASC 323, accounting for equity method investments, investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors including, among others, representation on the investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the investee company. Under the equity method of accounting, an investee company’s accounts are not reflected within the Company’s Consolidated Balance Sheets and; Consolidated Statements of Income and Comprehensive Income; however, the Company’s share of the earnings or losses of the investee company is reflected in the caption “Equity gain-share of investee company” in the Consolidated Statements of Income and Comprehensive Income. The Company’s carrying value in an equity method investee company is reflected in the caption ‘‘Equity interest in an Investee company’’ in the Company’s Consolidated Balance Sheets.

 

F-11
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Equity interest in an investee company (continued)

 

When the Company’s carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company’s consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized.

 

With respect to the difference between investor cost and underlying equity in net assets of investee at date of investment (basis difference), ASC 323 requires this difference to be assigned to depreciable or amortizable assets or liabilities and the basis difference should be amortized or depreciated in connection with the income/loss recognized by the investor of their proportionate share of the investee’s net income or loss.  This effectively adjusts the investee basis to the investor’s basis, generally over a period of time.

 

Long-Lived Assets

 

The Property, Plant and Equipment Topic of the Codification addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes previous accounting guidance, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and “Reporting the Results of Operations for a Disposal of a Segment of a Business”.  The Company periodically evaluates the carrying value of long-lived assets to be held and used, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts.  In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets.  Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.  Based on its review, the Company believes that, as of September 30, 2013 and December 31, 2012, there were no impairments of its long-lived assets.

 

Fair Value of Financial Instruments

 

The Financial Instrument Topic of the Codification requires that the Company disclose estimated fair values of financial instruments.  The carrying amounts reported in the balance sheets for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.

 

Revenue Recognition

 

The Company’s revenue recognition policies are in compliance with SEC Staff Accounting bulletin (“SAB”) 104 (codified in FASB ASC Topic 605).  Sales revenue is recognized at the completion of delivery to customers when a formal arrangement exists, the price is fixed or determinable, no other significant obligations of the Company exist and collectability is reasonably assured at the date of completion of delivery.  Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

 

Shipping and Handling costs

 

Shipping and handling costs consist primarily of freight charges and packaging charges for delivery of goods to the customers and are included in selling, general and administrative expenses.  The Company expenses all shipping and handling costs when they are incurred.  For the nine months ended September 30, 2013 and 2012, the company incurred freight charges of $Nil and $1,320 respectively and the Company did not incur any packaging charges.  For the three months ended September 30, 2013 and 2012, the Company did not incur any freight charges and packaging charges.

 

F-12
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Income Taxes

 

The Company utilizes the accounting standards (“SFAS”) No. 109, “Accounting for Income Taxes,” codified in Financial Accounting Standard Board Accounting Standards Codification (“ASC”) Topic 740 which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN 48”), codified in FASB ASC Topic 740.  When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.  The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.  Tax positions taken are not offset or aggregated with other positions.  Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority.  The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.  The adoption of FIN 48 did not have a material impact on the Company’s financial statements.  At September 30, 2013 and December 31, 2012, the Company did not take any uncertain positions that would necessitate recording a tax related liability.

 

Statement of Cash Flows

 

In accordance with SFAS 95 “Statement of Cash Flows”, codified in FASB ASC Topic 230, cash flows from the Company’s operations are based upon the local currencies.  As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet.

 

F-13
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Basic and Diluted Earnings per Share

 

Earnings per share are calculated in accordance with FASB ASC Topic 260, “Earnings per Share”.  Basic earnings per share is based upon the weighted average number of common shares and preferred shares outstanding.  Preferred shares are included in the denominator of basic earnings per share because preferred shares participate with common shares in the earnings and dividends of the Company on a one-for-one basis. Diluted earnings per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised.  Dilution is computed by applying the treasury stock method.  Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

 

Share-Based payment

 

Share-based payment is accounted for based on the FASB Statement No. 123R, “Share-Based Payment, an Amendment of FASB Statement No. 123” (“FAS No. 123R”) and Emerging Issue Task Force 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” (“EITF 96-18”) and Emerging Issue Task Force 00-18 “Accounting Recognition for Certain Transactions involving Equity Instruments Granted to Other Than Employees” (“EITF 00-18”) (codified in FASB ASC Topic 505-50).  The Company recognized in the Consolidated Statements of Income and Comprehensive Income the fair value of shares, stock options and other equity-based compensation issued to non-employees when the service provided by non-employees is completed, or the date when the shares were issued (provided that the shares issued are fully vested and not subject to forfeiture) with the prepaid services presented as contra equity.  This is in accordance with the consensus reached in EITF 00-18 that in the event that a note or receivable is acquired in exchange for the fully vested, non-forfeitable equity instruments, the note or receivable should be displayed as contra-equity by the granter.  The Company as granter interprets that the term “receivable” also embraces prepaid service fees. For employees, the Company recognized in the Consolidated Statements of Income and Comprehensive Income the grant date fair value of the shares, stock options and other equity-based compensation over the requisite service period.  In respect of the service agreement the Company entered into with a service provider for provision of investor relations and financial media service, the service provider is compensated for 9,000 common shares of the Company no later than the 5th day of and for each month over the period of the agreement.  In accordance with the consensus reached in EITF 96-18, the Company recognized in the Consolidated Statement of Income and Comprehensive Income the fair value of each 9,000 common shares issued to the service provider each month as share based payment on the same basis in the same period and in the same manner as if the Company had paid cash for the service rendered by the service provider instead of paying with equity instruments (common shares) of the Company in each month and that the measurement date of the fair value of each 9,000 common shares issued to the service provider will be the issue date which is before the 5th day of each month.  However, both parties signed an early termination agreement on August 14, 2012 agreeing that the effective date of termination of the agreement was February 01, 2012.  The Company recognized the stock based compensation expense amounted to $720 for this service which was based on stock price measured at fair market value at the date of allotment of shares on August 23, 2012 (9,000 common shares at $0.08 per share). On December 17, 2012, the Company recognized stock based compensation expense amounted to $800 for the legal advice performed by the Company’s legal adviser Mr. Jeffrey Stein which was based on stock price measured at fair market value at the date of allotment of shares (40,000 common shares at $0.02 per share).  On January 1, 2013, the Company recognized stock based compensation expense amounted to $240 for the legal advice performed by the Company’s legal adviser Mr. Jeffrey Stein which was based on stock price measured at fair market value at the date of allotment of shares (12,000 common shares at $0.02 per share).  On May 8, 2013, the Company recognized stock based compensation expense amounted to $4,200 for the legal advice performed by the Company’s legal adviser Mr. Jeffrey Stein which was based on stock price measured at fair market value at the date of allotment of shares (4,000 common shares at $1.05 per share).

 

F-14
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions.  At present, there is a high concentration on a few outstanding accounts receivable brought forward from prior periods as more fully explained in Note 13 hereof.  The Company controls credit risk related to account receivable through credit approvals, credit limits and monitoring procedures.  The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

 

Recent Accounting Pronouncements

 

In February 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-02 , which amends the authoritative accounting guidance under ASC Topic 220 “Comprehensive Income.”  The amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under generally accepted accounting principles in the United States of America (“GAAP”) to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. The amendments in this update are effective prospectively for reporting periods beginning after December 15, 2013. Early adoption is permitted. Adoption of this update is not expected to have a material effect on the Company’s consolidated results of operation or financial condition.

 

As of September 30, 2013, there are no recently issued accounting standards not yet adopted that would have a material effect on the Company’s financial statements.

 

F-15
 

 

 

 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 4 – EQUITY INTEREST IN AN INVESTEE COMPANY

 

The Company’s investment in a company that is accounted for on the equity method of accounting represents 42.5% interest in Hangzhou Softview Information Technology Company Limited, a PRC incorporated company, which is engaged in development of supply chain information system. The investment in this company amounted to US$ 1,318,679 at September 30, 2013. The results of operations and financial position of the Company’s equity basis investment is summarized below:

 

Condensed income statement information:

 

   Since date
of investment
up to
09/30/2013
   2013
Q1-Q3
 
         
Net sales  $24,707   $60,420 
Gross margin  $24,618   $60,176 
Net income/(loss)  $(13,770)  $(63,992)
           
Company’s 42.5% share of loss  $(5,852)     
Goodwill written-off   (66,534)     
Company’s Equity (loss) on investee company  $(72,386)     

 

Condensed balance sheet information:

 

   09/30/2013 
      
Current assets  $1,599,779 
Non-current assets   1,632,615 
Total assets  $3,232,394 
      
Current liabilities  $143,450 
Equity   3,088,944 
Total liabilities and equity  $3,232,394 

 

The excess of the carrying amount of the Company’s investment over the amount of its equity in the underlying net assets of the investee of $66,534 was assigned to goodwill which was immediately written off, as the equity investment in Softview was not expected to generate positive cash flow for the Company.  The amount of goodwill written off was included in Equity (loss)-share of investee company in the Consolidated Statements of Operations and Comprehensive Loss.

 

For the purpose of incorporating Softview’s condensed financial information into these Consolidated Financial Statements, management determined that there are no significant difference between the Company’s and Softview’s accounting policy.

 

F-16
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 5 - AMOUNTS DUE TO TRUSTEES

 

During the quarter ended June 30, 2013, funds totaling $4,663,700 were received from potential investors.  However, as at September 30, 2013, no formal stock purchase agreements have been executed and shares of common stock have not been issued.  Out of the funds $4,663,700 received, $1,674,753 were advanced to two potential shareholders within the group of potential shareholders, thereby leaving a net amount of $2,988,947.

 

The advance payments of $1,674,753 will be settled when stock purchase agreements are executed and shares of common stock are issued.  The net amount $2,988,947 received from these three trustees are classified under current liabilities in the Company’s balance sheet and these amounts due are unsecured, interest free and are repayable on demand.

 

F-17
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 6 - INCOME TAXES

 

The Company operates in more than one jurisdiction with the main operations conducted in PRC and no activities in United States with complex regulatory environments subject to different interpretations by the taxpayer and the respective governmental taxing authorities.  The Company evaluates its tax positions and establishes liabilities, if required.

 

Pursuant to the PRC Income Tax Laws, the Enterprise Income Tax (“EIT”) through December 31, 2007 is at a statutory rate of 33%, which is comprised of 30% national income tax and 3% local income tax.  As from January 1, 2008 onwards, the EIT is at a statutory rate of 25%.

 

Uncertain Tax Positions

 

Interest associated with unrecognized tax benefits are classified as income tax and penalties in selling, general and administrative expenses in the statements of operations.  For the nine months and three months ended September 30, 2013 and 2012, the Company had no related interest and penalties expenses. Currently, the Company is not subject to examination by major tax jurisdictions, but the tax authority in PRC has the right to examine the Company’s tax position in all past years.

 

The deferred tax asset not recognized is as follows:

 

   09/30/2013  12/31/2012
Unused tax loss brought forward  $5,208,680   $4,124,891 
Unused tax loss for the period/year   1,001,067    1,393,388 
Expenses not deductible for tax (share-based payment)   (215,637)   (309,599)
   $5,994,110   $5,208,680 
           
Unrecognized deferred tax asset brought forward   1,302,170    1,031,223 
Unrecognized deferred tax asset for the year (at PRC tax rate of 25%)   177,458    270,947 
Unrecognized deferred tax asset carried forward  $1,479,628   $1,302,170 
Less : valuation allowances   (1,479,628)   (1,302,170)
           
Deferred income tax benefit, net of valuation allowance  $-   $- 

 

The Company has not recognized deferred tax asset in respect of PRC tax loss in these Consolidated Financial Statements as it is not more-likely-than-not that the future taxable profit against which loss can be utilized will be available to the entities operating in PRC.  The unrecognized tax loss as of December 31, 2012 that will be expiring in 2013, 2014, 2015, 2016 and 2017 are respectively $426,068, $648,473, $1,596,587, $1,453,763 and $1,083,789 .   The unrecognized tax loss incurred for nine months ended September 30, 2013 of $709,833 (on top of the amount of unrecognized tax losses to December 31, 2012) will expire in 2018.

 

F-18
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 7 - COMMON STOCK AND PREFERRED STOCK

 

The Company is authorized to issue up to 100,000,000 shares of common stock of par value of $0.001 per share and 3,558,046 shares of Series A preferred stock of par value of $0.001 per share.  As detailed in Note 1 above, on January 27, 2011, the Company effected a reverse stock split such that the number of all existing issue shares were reduced from 19,900,100 to 866,636 on a 23 to 1 basis.  At the same time, pursuant to the Share Exchange Agreement, Surry became a wholly-owned subsidiary of the Company through issuance of 28,496,427 shares of common stock of par value of $0.001 per share and 3,558,046 shares of Series A preferred stock of par value of $0.001 per share.

 

For accounting purpose, this transaction was treated as reverse acquisition and the Company’s equity accounts at December 31, 2010 prior to the acquisition are restated based on the ratio of the exchange of 28,496,427 shares of common stock of the Company for 44,450 shares of common stock of Surry and exchange of 3,558,046 shares of preferred stock of the Company for 5,550 shares of preferred stock of Surry.  As the par value of each capital stock of the Company and Surry are $0.001 and $1 respectively, the difference in capital of $17,946 arising from this reverse acquisition was reallocated to additional paid-in capital.

 

On July 12, 2011, the Company issued 2,900,000 shares of common stock to four independent parties as payments to such parties for market research and other advisory services for $899,000 (see Note 9).

 

On December 27, 2011 and August 23, 2012, the Company has issued common stock of 18,000 shares and 9,000 shares respectively to an independent party for settlement of services provided to the Company regarding investor relations and financial media services amounted to $4,500 and $720 (note 9) respectively.

 

On September 5, 2012, 7,423,817 shares of common stock and 3,558,046 shares of preferred stock held by the six shareholders and a shareholder respectively were returned and cancelled for no consideration.

 

On November 30, 2012, 8,116,194 shares of common stock held by the four shareholders were returned and cancelled for no consideration.

 

The return and cancellation of shares of common stock and preferred stock by major shareholders on September 5, 2012 and November 30, 2012 are for the purposes of supporting the development of the Company by those major shareholders and in order to induce more potential investors to inject capital to the Company in the future.

 

On December 17, 2012, the Company has issued common stock of 40,000 shares to an independent party for settlement of services provided to the Company regarding general legal advisory services amounted to $800 (note 9) respectively.

 

On January 1, 2013 and May 8, 2013, the Company issued common stock of 12,000 shares and 4,000 shares to an independent party for settlement of services provided to the Company regarding general legal advisory services amounted to $240 and $4,200 (Note 9) respectively.

 

As of September 30, 2013, the Company has a total of 16,806,631 shares of common stock and no shares of Series A Preferred Stock outstanding.

 

F-19
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 8 - ADDITIONAL PAID IN CAPITAL

 

Included in the Additional Paid in Capital balance of $5,840,837 as of September 30, 2013, is an amount of $4,399,000 which arose from two waivers of amounts due to shareholders which took place in December, 2009 of $1,465,000 and February, 2010 of $2,934,000.

 

On July 21, 2011, the Company obtained a financial undertaking from the holder of our preferred stock, Guoxing Wang, to inject funds in the amount of RMB10,000,000 (equivalent to $1,547,000) to HZ Ceetop as its working capital on or before December 31, 2011.  That shareholder further agreed that such capital injection will be interest free and he waived his entitlement to and right for repayment to the capital injected.  On August 8, 2011, there was a capital injection of RMB2,000,000 (equivalent to $312,412) received from that shareholder and was credited to Additional Paid in Capital of the Company.  Management is unable to ascertain when or if the balance of RMB8,000,000 (equivalent to $1,234,588) would be injected to the Company.

 

On September 5, 2012, 7,423,817 shares of common stock and 3,558,046 shares of preferred stock held by the six shareholders and a shareholder respectively were returned and cancelled for no consideration, an amount of $10,982 was therefore credited to additional paid in capital on that date.

 

On November 30, 2012, 8,116,194 shares of common stock held by the four shareholders were returned and cancelled for no consideration, an amount of $8,116 was therefore credited to additional paid in capital on that date.

 

Note 9 - SHARE BASED PAYMENTS

 

On July 12, 2011, the Company issued an aggregate of 2,900,000 shares of the Company’s common stock to Wuying Wang, Xiaoghua Jin, Lifang Yang and Qingxin Huang, four independent parties, in exchange for market research and other advisory services from them pursuant to the terms of four consultancy agreements dated May 6, 2011, June 15, 2011, April 3, 2011 and May 5, 2011 respectively (“Consultancy Agreements”) (see Note 7).  The shares were fully vested and not subject to forfeiture when issued. The fair value of the shares issued was $0.31 per share and the total fair value of the shares issued was $899,000.  The fair value of the shares issued was based on the quoted market price of the Company’s shares as of July 12, 2011. The total fair value of the shares issued are recognized as a share-based payment expense over the period from the date of the Consultancy Agreements to the consultancy services are completed.  The consultancy services are to be performed for two to three years.   For the nine months ended September 30, 2013 and 2012 the Company amortized $215,637 and $231,359 as share-based payment expense respectively.  For the three months ended September 30, 2013 and 2012 the Company amortized $66,183 and $75,911 as share-based payment expense respectively.  The unrecognized share-based payment expense of $183,467 as of September 30, 2013 will be amortized up to July 2014.  There is no tax benefit related to the share-based payment expense recognized.

 

F-20
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 9 - SHARE BASED PAYMENTS (CONTINUED)

 

On December 27, 2011, the Company issued 18,000 shares of the Company’s common stock to Capital Link, Inc., an independent party, in exchange for investor relations and financial media services provided by that party pursuant to the terms of service agreement dated November 9, 2011 (see Note 7).  The shares were fully vested and not subject to forfeiture when issued.  The fair value of the shares issued was $0.25 per share and total fair value of the shares issued was $4,500 and was recognized as a share-based payment expense when issued.  The fair value of the shares issued was based on the quoted market price of the Company’s shares as of December 27, 2011.  The Service Agreement was to be performed from December 1, 2011 to November 30, 2012 with a monthly retainer payable in the form of 9,000 common shares.  However, both parties signed an early termination agreement on August 14, 2012 agreeing that the effective date of termination of the agreement was February 01, 2012.  The Company recognized the stock based compensation expense amounted to $720 (As a provision of $2,250 had already been recognized in the quarter March 31, 2012, therefore a reversal of $1,530 was recognized in the quarter September 30, 2012) for this service which was based on stock price measured at fair market value at the date of allotment of shares on August 23, 2012 (9,000 common shares at $0.08 per share).

 

On December 17, 2012, the Company issued 40,000 shares of the Company’s common stock to the Company’s legal adviser for legal advisory services performed to the Company. The fair market value of the shares issued was $0.02 per share and total fair value of the shares issued was $800 and was recognized as a share-based payment expenses when issued.

 

On January 1, 2013, the Company issued 12,000 shares of the Company’s common stock to the Company’s legal adviser for legal advisory services performed to the Company. The fair market value of the shares issued was $0.02 per share and total fair value of the shares issued was $240 and was recognized as a share-based payment expenses when issued.

 

On May 8, 2013, the Company issued 4,000 shares of the Company’s common stock to the Company’s legal adviser for legal advisory services performed to the Company. The fair market value of the shares issued was $1.05 per share and total fair value of the shares issued was $4,200 and was recognized as a share-based payment expenses when issued.

 

Note 10 - STATUTORY RESERVE

 

In accordance with the laws and regulations of the PRC, a wholly-owned Foreign Invested Enterprise’s income, after the payment of the PRC income taxes, shall be allocated to the statutory reserves.  The allocation is 10 percent of the net income and the cumulative allocations are not to exceed 50 percent of the registered capital.  However, the laws do not prohibit enterprises allocate net income to this reserve after the limit of 50 per cent of registered capital has been reached.  These reserves are not transferable to the Company in the form of cash dividends, loans or advances. These reserves are therefore not available for distribution except in liquidation. As of September 30, 2013 and December 31, 2012, the Company has not allocated to these non-distributable reserve funds due to loss sustained in the nine months ended September 30, 2013 and the year ended December 31, 2012.

 

F-21
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 11 - ACCUMULATED OTHER COMPREHENSIVE INCOME

 

Balances and movements of accumulated other comprehensive income, included in stockholders’ equity, at September 30, 2013 and December 31, 2012, are as follows:

 

   Foreign
Currency
Translation
Adjustment
   Accumulated
Other
Comprehensive
Income
 
         
Balance at December 31, 2011  $108,193   $108,193 
Change for the year   8,387    8,387 
           
Balance at December 31, 2012  $116,580   $116,580 
Change for 2013 Q1   180    180 
           
Balance at March 31, 2013  $116,760   $116,760 
Change for 2013 Q2   34,040    34,040 
Balance at June 30, 2013  $150,800   $150,800 
Change for 2013 Q3   31,898    31,898 
Balance at September 30, 2013  $182,698   $182,698 

 

F-22
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 12 - CURRENT VULNERABILITY DUE TO CERTAIN RISK FACTORS

 

The Company’s operations are carried out entirely in the PRC.  Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, by the general state of the PRC's economy.  The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

 

Note 13 - MAJOR CUSTOMERS AND CREDIT RISK

 

Two customers each accounted for 38% and 53% of accounts receivable respectively at September 30, 2013 and December 31, 2012.  There was no vendor that accounted for more than 10% of accounts payable at September 30, 2013 and December 31, 2012.

 

There was no customer that accounted for more than 10% of sales for the three months ended September 30, 2013.  Four customers each accounted for more than 10% of sales for the three months ended September 30, 2012, totaling 87%.   There was no vendor that accounted for more than 10% of purchases for the three months ended September 30, 2013.  Two vendors each accounted for more than 10% of purchases for the three months ended September 30, 2012, totaling 77% of purchases.

 

There was no customer that accounted for more than 10% of sales amount for the nine months ended September  30, 2013.  One customer accounted for more than 10% of sales amount for the nine months ended September 30, 2012, totaling 23%.   There was no vendor that accounted for more than 10% of purchases amount for the nine months ended September 30, 2013.  Two vendors each accounted for more than 10% of purchases amount for the nine months ended September 30, 2012, totaling 76% of purchases.

 

F-23
 

 

CEETOP INC.

(FORMERLY KNOWN AS CHINA CEETOP.COM, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(UNAUDITED)

 

Note 14 - LEASES

 

As at September 30, 2013, the Company had total future aggregate minimum lease payments under non-cancellable operating leases as follows:

 

   09/30/2013
      
With 1year  $61,980 
In the second year   71,416 
In the third year   70,768 
In the forth year   75,159 
In the fifth year   36,744 
      
   $316,067 

 

As of September 30, 2013, the Company has one office and two staff quarters situated at Hangzhou, PRC.  The operating lease for this office provides for monthly rental payment of $18,333 that is expiring in March, 2018. In respect of these leases, the Company paid rental expenses of $24,404 and $21,314 for the nine months ended September 30, 2013 and 2012 respectively.

 

Note 15 - SUBSEQUENT EVENTS

 

For the nine months ended September 30, 2013, the Company has evaluated subsequent events for potential recognition and disclosure.

 

No significant events occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on our consolidated financial statements.

 

F-24
 

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Description of Business

 

Overview

 

Ceetop, Inc. (the “Company”) is an Oregon-registered corporation. Before 2013 the  Company owned and operated the online retail platform: www.ceetop.com. Due to excessive competition in online retail, the Company has transformed itself into an integrated supply chain services provider, and focuses on B to B supply chain management and related value-added services among enterprises.

 

Since the second half of 2012, the Company gradually has changed its focus from online retail business, and focused on providing warehousing management and Business to Business (“B to B”) supply chain information technology service for suppliers. After business restructuring and pilot run in the first half of 2013, the Company’s main business was adjusted as follows: through warehousing management service and focusing on B to B supply chain information technology, providing third party supply chain management service for customers, provide data services, and supply chain financial services, and other value-added services for customers. The Company provides customers with B to B integrated supply chain services.

 

By establishing a warehousing base, using iSCM (namely, e-commerce supply chain management system) platform to build a "standardized" identity for the "non-standardized" products, and completing standard data transmission between the upstream and downstream Enterprise Resource Planning of enterprises through iSCM platform, the Company will make the information of purchase, sales and logistics of its customers more accurate and transparent. With the support of this platform, our customers’ business information will be displayed accurately in front of their partners such as banks, thus improving the credibility of our customers. By providing customers with this platform and providing customers with third party logistics supervision, the Company will assist banks and other financial institutions to provide customers with supply chain based financial services.

 

Through the stimulation of labor specialization, the original competition between products or companies has turned into the competition between supply chains. Each supply chain is represented by collaboration among multiple enterprises, and provides a set of final products for consumers. The Company now focuses on B to B data collection and transmission among multiple enterprises, and data analysis services. Our advanced technology, experiences in supply chain management and efficient data processing ability can provide value-added data services for other online platforms, offline stores and logistic servers, banks and others.

 

The Company was headquartered in Shenzhen, China, and the headquarters was moved to Guiyang, China, in the second quarter of 2013. We also maintain an operating office and warehousing base located in Hangzhou, China.

 

Organization History

 

Organizational History of  Ceetop, Inc

 

Ceetop, Inc. was incorporated in Oregon on February 18, 2003 under the name of GL Gold Inc.  On June 6, 2003 the Company filed an amendment with the State of Oregon changing its name to Oregon Gold, Inc.  On January 7, 2011 Oregon Gold Inc. changed its name to China Ceetop.com, Inc.   and on September 12, 2013 the Company changes its name to Ceetop Inc.

 

2
 

 

Organizational History of Surry

 

Surry was incorporated in the British Virgin Islands on September 18, 2009. Surry owns 100% of the outstanding securities of Westow Technology Limited (“Westow”), a company incorporated in the British Virgin Islands. Surry’s subsidiaries are engaged in supply chain services business. Pursuant to a transaction completed on February 28, 2010, the Company holds 100% of Westow.

 

Organizational History of Westow

 

Westow was incorporated on September 7, 2009, and owns 100% of the outstanding securities of Guizhou Ceetop Network Technology Co., Ltd (Formerly Shenzhen Ceetop Network Technology Co., Limited, changed name and moved to Guiyang, China, in second quarter of 2013),  a company registered in Guiyang, PRC.

 

Organizational History of Guizhou Ceetop Network Technology Co., Ltd, Hangzhou Ceetop Network Technology Co., Ltd,Hangzhou Lianzhan Supply Chain Management Co., Ltd,Hangzhou Tuoyin Management Consulting Co., Ltd.

 

Guizhou Ceetop Network Technology Co., Ltd (formerly Shenzhen Ceetop Network Technology Co., Ltd. was incorporated in Shenzhen in August, 2009) changed its name and moved to Guiyang, PRC during the second quarter of 2013. Hangzhou Ceetop Network Technology Co., Ltd. was incorporated in October 31, 2006. Both Hangzhou Lianzhan Supply Chain Management Co., Ltd. (mainly provides the integrated supply chain services, focuses on B to B supply chain management and related value-added service among enterprises.) and Hangzhou Tuoyin Management Consulting Co., Ltd. (mainly accumulates knowledge, technology expertise and patents, and provides consulting services for other enterprises.) were incorporated in Hangzhou in June 2013. Guizhou Ceetop Network Technology Co., Ltd owns 100% outstanding securities of Hangzhou Ceetop Network Technology Co., Ltd., Hangzhou Lianzhan Supply Chain Management Co., Ltd. and Hangzhou Tuoyin Management Consulting Co., Ltd.

 

Organizational History of Hangzhou Softview Inforamtion Technology Co., Ltd. (“Softview”)

 

Softview was incorporated in Hangzhou on July 7, 2010.  Guizhou Ceetop Network Technology Co., Ltd. owns 42.5% of the outstanding securities of Softview. Softview is engaged in the information technology in the supply chain management system.

 

Corporate Organization 

 

3
 

 

 The address for each entity is set forth below:

 

Name   Address
China Ceetop.com, Inc   A2803, Lianhe Guangchang, 5022 Binhe Dadao, Futian District, Shenzhen, China
     
Surry Holdings Limited   P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
     
Westow Technology Limited   P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
     
Guizhou Ceetop Network Technology Co. Ltd (headquarters)   East Yunhuan Road, Baiyun District, Guiyang, China
     
Hangzhou Ceetop Network Technology Co. Ltd   501 A YuanhuaWangzuo Center, 65 Xintang Road, Hangzhou, China, 310020
     
Hangzhou Lianzhan Supply Chain Management Co., Ltd.   Suite A1028, 9th Xiyuan Road, Boke Dasha, Hangzhou, China
     
Hangzhou Tuoyin Management Consulting Co., Ltd.   Suite A1027, 9th Xiyuan Road, Boke Dasha, Hangzhou, China
     
Hangzhou Softview Information Technology Company Limited   Suite A1026, 9 th Xiyuan Road, Boke Dasha, Hangzhou, China

  

Comparison of Three Months Ended September 30, 2013 and 2012

 

For the three months ended September 30, 2013, our net sales decreased to $0 from $1,244,458 for the three months ended September 30, 2012, representing a 100% decrease. This decrease in net sales was due to the Company’s transition from online retail sales to B to B supply chain service.

 

Cost of Sales

 

For the three months ended September 30, 2013 and 2012, the Company’s costs of sales were $0 and $1,227,218 respectively, a decrease of 100%.  This decrease in cost of sales was mainly due to the decrease in sales, and the transition of the Company into a new facet of business.

 

Gross Profit

 

For the three months ended September 30, 2013, our gross profit decreased to $0 from $17,240 for the three months ended September 30, 2012, representing a 100% decrease. The decrease in gross profit was a result of the transition of our business.

 

Stock Based Compensation

 

The Company had stock based compensation for the three months ended September 30, 2013 and 2012 of $66,183 and $75,911, respectively.  The compensation was issued for various consulting and professional services to the Company.

 

Selling, General and Administrative Expenses

 

Our selling, general and administrative expenses increased to $361,233 for the three months ended September 30, 2013 from $95,892 for the three months ended September 30, 2012. The increase was mainly due to the increase in salaries and addition of increased staffing in the supply chain business.

 

4
 

 

Net loss

 

The Company’s net loss was $498,068 and $ 151,278 for the three months ended September 30, 2013 and 2012, respectively representing a 329% increase. The increase was due to input to the new business and increase of expenses as a result of transition of business.

 

Liquidity and Capital Resources

 

As of September 30, 2013 and December 31, 2012, we had cash and cash equivalents of $660,436 and $71,608, respectively, primarily consisting of cash on hand and demand deposits.  To date, we have financed our operations primarily through cash flows from operations and capital contributions.

 

For the year ended December 31, 2012, our independent auditors, in their report on the financial statements, have indicated that the Company has experienced recurring losses from operations and may not have enough cash and working capital to fund its operations beyond the very near term, which raises substantial doubt about our ability to continue as a going concern. Management has made a similar note in the financial statements.  As indicated herein, we must raise capital for the implementation of our business plan, and we will need additional capital for continuing our operations.  We do not have sufficient revenues to pay our expenses of operations.  Unless the Company is able to raise working capital, it is likely that the Company either will have to cease operations or substantially change its methods of operations or change its business plan.

 

Operating activities

 

Net cash used in operating activities was $ 797,859 for the nine months ended September 30, 2013, compared to net cash used in operating activities of $1,692,744 for the nine months ended September 30, 2012. The primary change in cash used was due to the Company transition in its business during this period.

 

Investing activities

 

Net cash used in investing activities was $ 1,379,550 for the nine months ended September 30, 2013, compared to net cash used in investing activities of $nil for the nine months ended September 30, 2012. The net cash used in investing activities was due to the payment by the Company for acquisition of property and equipment equal to $272,602 and the investment of $1,379,550 in an investee company during the nine months ended September 30, 2013.

 

Financing activities

 

Net cash provided by financing activities was $2,988,947 for the nine months ended September 30, 2013, compared to net cash provided by financing activities of $844,206 for the nine months ended September 30, 2012.The net cash used by financing activities was due to cash advance from three potential investors of 2,988,947 during the nine months ended September 30, 2013.  The Company is in the process of formalizing suitable documentation for this investment into the Company and if such agreements cannot be finalized the Company may be forced to return all or a portion of such funds.

   

Although the Company incurred a loss of $1,001,067 for the nine months ended September 30, 2013 and has sustained accumulated losses of $6,720,103 at September 30, 2013, the Company is actively seeking additional financing opportunities, and focusing on the transition to the new facets of its business to generate cash flow.

 

Off-Balance Sheet Arrangements

 

We have never entered into any off-balance sheet arrangements and have never established any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

 

5
 

 

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

ITEM 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer who is also our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Acting Chief Financial Officer concluded as of September 30, 2013 that our disclosure controls and procedures were effective at ensuring that the material information required to be disclosed in the Exchange Act reports is recorded, processed, summarized and reported as required in applicable SEC rules and forms.

 

During the quarter ended September 30, 2013, there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

 

6
 

 

PART II – OTHER INFORMATION

 

Item 1.    Legal Proceedings

 

Neither the Company nor its property is a party to any pending legal proceeding.

 

Item 1A. Risk Factors

 

Smaller reporting companies are not required to provide disclosure pursuant to this Item.

 

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3.    Defaults Upon Senior Securities

 

None

 

Item 4.    Mine Safety Disclosures

 

Not applicable.

 

Item 5.    Other Information

 

None

 

Item 6.    Exhibits

 

Exhibit

Number

  Name of Exhibit
31.1   Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.(1)
     
31.2   Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.(1)
     
32.1   Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)
     
101**   The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Stockholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text. (2)

 

(1)   Filed herewith

 

(2)   Users of this data are advised that pursuant to Rule 406T of Regulation S-T, this XBRL information is being furnished and not filed herewith for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Sections 11 or 12 of the Securities Act of 1933, as amended, and is not to be incorporated by reference into any filing, or part of any registration statement or prospectus, of China Ceetop.com, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

7
 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10-Q/A to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  CEETOP INC.
  (Registrant)
     
  By: /s/ Weiliang Liu  
    Weiliang Liu  
    CEO, President, Secretary, and Director

 

Date: November 17, 2014

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signatures   Title   Date
         
/s/ Weiliang Liu   CEO, President, Secretary, and Director   November 18, 2014
Weiliang Liu        

 

/s/ Shengming Jia   CFO, and Treasurer   November 18, 2014
Shengming Jia        

 

 

8