U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from _____________________ to __________________
Commission file number: 333-49388
CHINA WIRELESS COMMUNICATIONS, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 91-1966948
------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
7365 Village Square Drive #1611, Castle Rock, Colorado 80108
------------------------------------------------------------
(Address of principal executive offices)
(720) 733-6214
---------------------------
(Issuer's telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer: 1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports, and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
22,952,000 shares of Common Stock, $0.001 par value,
as of August 15, 2003
Transitional Small Business Disclosure Format (check one); Yes [ ] No [X]
China Wireless Communications, Inc.
Index
Part I. Financial Information
Item 1. - Financial Statements
- Condensed Consolidated Statements of Operations
(Unaudited) Three Months and Six Months Ended
June 30, 2003.............................................3
- Condensed Consolidated Balance Sheet (Unaudited)
June 30, 2003.............................................4
- Condensed Consolidated Statement of Stockholders'
Deficit (Unaudited).......................................5
- Consolidated Condensed Statements of Cash Flows
(Unaudited) Three Months and Six Months Ended
June 30, 2003.............................................6
- Notes to and Forming Part of the Condensed Financial
Statements (Unaudited)....................................7
Item 2. - Management's Discussion and Analysis or Plan of
Operations ..............................................10
Item 3. - Controls and Procedures..................................13
Part II. Other Information
Item 1. - Legal Proceedings .......................................14
Item 2. - Changes in Securities....................................14
Item 3. - Defaults Upon Senior Securities .........................14
Item 4. - Submission of Matters to a Vote of Security Holders .....14
Item 5. - Other Information .......................................14
Item 6. - Exhibits and Reports on Form 8-K ........................14
Signatures ...................................................................15
Certifications................................................................16
Page 2 of 17
China Wireless Communications, Inc.
(A Development Stage Company)
Condensed Consolidated Balance Sheet (Unaudited)
As of June 30, 2003
--------------------------------------------------------------------------------
Period from
Three Six August 13,
months months 2002
ended ended (inception) to
June 30, June 30, June 30,
2003 2003 2003
US$ US$ US$
------------ ------------ ------------
Operating revenue 4,059 4,059 4,059
Cost of Sales 3,392 3,392 3,392
------------ ------------ ------------
Gross profit 667 667 667
------------ ------------ ------------
Operating expenses
General and administrative expenses 473,325 1,775,136 2,790,618
Depreciation expense 2,651 3,966 3,966
------------ ------------ ------------
475,976 1,779,102 2,794,584
------------ ------------ ------------
Loss from operations (475,309) (1,778,435) (2,793,917)
------------ ------------ ------------
Non-operating (expenses) income
Interest expenses (2,296) (3,285) (3,285)
Other income, net -- -- 483
------------ ------------ ------------
Total non-operating (expenses) income (2,296) (3,285) (2,802)
------------ ------------ ------------
Loss before income taxes (477,605) (1,781,720) (2,796,719)
Income taxes -- -- --
------------ ------------ ------------
Net loss (477,605) (1,781,720) (2,796,719)
============ ============ ============
Net loss per share of common stock:
Basic (Note 4) (0.0222) (0.0828) (0.1300)
============ ============ ============
Page 3 of 17
China Wireless Communications, Inc.
(A Development Stage Company)
Condensed Consolidated Balance Sheet (Unaudited)
As of June 30, 2003
--------------------------------------------------------------------------------
ASSETS US$
Current assets
Cash and cash equivalents 5,183
Prepaid expenses 3,500
Due from a related party 72,731
Deposits 31,171
Accounts receivable 5,603
----------
118,188
Property, plant and equipment, net 96,266
----------
Total assets 214,454
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued expenses and other accrued liabilities 292,223
Note payable 139,600
Convertible debt 91,000
----------
Total liabilities 522,823
----------
Commitments and contingencies
Stockholders' deficit
Common stock, par value US$0.001 each,
100,000,000 shares of stock authorized,
21,952,000 shares of stock issued and outstanding 21,952
Additional contributed paid-in capital 2,466,398
Accumulated deficit (2,796,719)
----------
Total stockholders' deficit
(308,369)
----------
Total liabilities and stockholders' deficit 214,454
==========
Page 4 of 17
China Wireless Communications, Inc.
(A Development Stage Company)
Condensed Consolidated Statement of Stockholders' Deficit (Unaudited)
As of June 30, 2003
--------------------------------------------------------------------------------
Additional
Common stock contributed
--------------------------- paid-in Accumulated
Number Amount capital deficit Total
US$ US$ US$ US$
------------ ------------ ------------ ------------ ------------
As of August 13, 2003 -
inception (Note) 21,500,000 21,500 2,353,850 -- 2,375,350
Net loss for the period -- -- -- (1,014,999) (1,014,999)
------------ ------------ ------------ ------------ ------------
As of December 31, 2002 21,500,000 21,500 2,353,850 (1,014,999) 1,360,351
Net loss for per period -- -- -- (1,304,115) (1,304,115)
------------ ------------ ------------ ------------ ------------
Balance as of March 31, 2003 21,500,000 21,500 2,353,850 (2,319,114) 56,236
Common stock issued for
services at US$0.25 per
share 452,000 452 112,548 -- 113,000
Net loss for the period -- -- -- (477,605) (477,605)
------------ ------------ ------------ ------------ ------------
Balance as of June 30, 2003 21,952,000 21,952 2,466,398 2,796,719 (308,369)
============ ============ ============ ============ ============
Note: The common stock issued and outstanding at inception represents shares
in issue immediately after the recapitalization of Strategic
Communications Partners, Inc. on March 22, 2003, assuming that the
recapitalization has been in existence since the inception of the
surviving entity. For details of the recapitalization, please refer to
note 1 to these financial statements.
Page 5 of 17
China Wireless Communications, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
Three Months and Six Months Ended June 30, 2003
--------------------------------------------------------------------------------
Period from
Three August 13,
months Six months 2002
ended ended (inception)
June 30, June 30, to June 30,
2003 2003 2003
US$ US$ US$
------------ ------------ ------------
Cash flows from operating activities:
Net loss (477,605) (1,781,720) (2,796,719)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 2,651 3,966 3,966
Common stock issued for compensation 113,000 1,022,900 1,832,250
Changes in working capital:
Accounts Receivable (4,197) (5,603) (5,603)
Deposits (21) (31,171) (31,171)
Prepaid expenses (1,062) (3,500) (3,500)
Accrued expenses and other accrued liabilities 124,971 221,448 292,223
------------ ------------ ------------
Net cash used in operating activities (242,263) (573,680) (708,554)
------------ ------------ ------------
Net cash used in investing activities
Acquisition of property, plant and equipment (4,662) (100,232) (100,232)
i-Track and Strategic Communications Partners, Inc. merger -- (50,000) (50,000)
Advances to a related party (12,731) (12,731) (72,731)
------------ ------------ ------------
Net cash used in investing activities (17,393) (162,963) (222,963)
------------ ------------ ------------
Net cash provided by financing activities
Proceeds from issuance of common stock -- 338,150 706,100
Proceeds from issuance of notes payable 185,000 235,000 282,000
Proceeds from issuance of convertible debt 41,000 41,000 41,000
Repayment of notes payable (10,400) (69,900) (92,400)
------------ ------------ ------------
Net cash provided by financing activities 215,600 544,250 936,700
------------ ------------ ------------
Net (decrease) increase in cash and cash equivalents (44,056) (192,393) 5,183
Cash and cash equivalents, as of beginning of the period 49,239 197,576 --
------------ ------------ ------------
Cash and cash equivalents, as of end of the period 5,183 5,183 5,183
============ ============ ============
Analysis of balances of cash and cash equivalents
Bank balances 5,183 5,183 5,183
============ ============ ============
Non-cash operating, investing and financing activities
Common stocks issued for compensation 113,000 1,022,900 1,832,250
============ ============ ============
Page 6 of 17
China Wireless Communications, Inc.
(A Development Stage Company)
Notes to and Forming Part of the Condensed Financial Statements (Unaudited)
Three Months and Six Months Ended June 30, 2003
--------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
The accompanying financial data as of June 30, 2003 and for the three
and six months then ended have been prepared by China Wireless
Communications, Inc. (the "Company"), without audit. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. However, the
Company believes that the disclosures are adequate to make the
information presented not misleading. These financial statements should
be read in conjunction with the financial statements and the notes
thereto of Strategic Communications Partners, Inc. included in the
Company's filings on Form 10-KSB for the year ended December 31, 2003.
The preparation of financial statements in conformity with general
accepted accounting principles requires management to make estimates
that affect the reported amounts of assets, liabilities, revenues and
expenses and the disclosure of contingent assets and liabilities.
Actual results could differ from these estimates.
In the opinion of the management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows of the Company have been
made. The results of operations for the six months ended June 30, 2003
are not necessarily indicative of the operating results for the full
year.
Effective March 22, 2003, pursuant to a Share Exchange Agreement, China
Wireless Communications, Inc., (formerly I-Track, Inc.) acquired
Strategic Communications Partners, Inc., a Wyoming corporation ("SCP"),
resulting in the shareholders and management of SCP having actual and
effective control of the Company, the surviving corporation. For
accounting purposes, the transaction was treated as an acquisition of
the Company by SCP and as a recapitalization of SCP. The historical
financial statements prior to the acquisition became those of SCP even
though they were labeled as those of the Company. In the
recapitalization, historical shareholders' equity of the Company, prior
to the merger, was retroactively restated for the equivalent number of
shares received in the merger with an offset to paid-in capital.
Operations prior to the merger were those of SCP. Basic loss per share
prior to the merger was restated to reflect the number of equivalent
shares received by the shareholders of SCP. The acquisition, although a
purchase, was presented as a reverse acquisition.
2. PREPARATION OF FINANCIAL STATEMENTS
The Company is in the development stage and has incurred losses of
US$2,796,719 since inception, which raise substantial doubt about the
Company's ability to continue as a going concern. The continuation of
the Company as a going concern is dependent upon the successful
implementation of its business plan and ultimately achieving profitable
operations. However, there can be no assurance that the business plan
will be successfully implemented. The inability of the Company to
implement the business plan successfully could adversely impact the
Company's business and prospects.
Page 7 of 17
China Wireless Communications, Inc.
(A Development Stage Company)
Notes to and Forming Part of the Condensed Financial Statements (Unaudited)
Three Months and Six Months Ended June 30, 2003
--------------------------------------------------------------------------------
3. NEW ACCOUNTING POLICIES
(a) Revenue recognition
The Company recognizes revenue in accordance with SEC Staff
Accounting Bulletin No. 101, "Revenue recognition in financial
statements", when the title and risk of loss have passed to
the customer, there is persuasive evidence of an arrangement,
delivery has occurred or services have been rendered, the
sales price is determinable, and collectibility is reasonably
assured. Services revenue is recognized when the services are
provided.
(b) New accounting pronouncements
In January 2003, the FASB issued FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities" ("FIN No. 46").
FIN No. 46 applies to variable interest entities created after
January 31, 2003 and to variable interest entities in which an
enterprise obtains an interest after that date. It applies in
the first fiscal year or interim period beginning after June
15, 2003, to variable interest entities in which an enterprise
holds an interest that it acquired before February 1, 2003.
Management is currently assessing the impact of adoption of
the FIN No. 46 on its consolidated financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both
Liabilities and Equity". The SFAS No.150 improves the
accounting for certain financial instruments that, under
previous guidance, issuers could account for as equity and
requires that those instruments be classified as liabilities
in statements of financial position. In addition to its
requirements for the classification and measurement of
financial instruments in its scope, SFAS No. 150 also requires
disclosures about alternative ways of settling the instruments
and the capital structure of entities, all of whose shares are
mandatorily redeemable. Most of the guidance in SFAS No. 150
is effective for all financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15,
2003. Management is currently assessing the impact of adoption
of this statement on its consolidated financial statements.
4. LOSS PER COMMON STOCK
Weighted average number of shares of common stock outstanding used in
the calculation of basic loss per share for the three months and six
months ended June 30, 2003 and for the period from August 13, 2002
(inception) to June 30, 2003 are 21,519,868 shares, 21,509,989 shares
and 21,505,615 shares respectively.
The Company had no common equivalent shares with dilutive effect for
all periods presented and, accordingly, the basic and diluted loss per
share are the same.
Page 8 of 17
China Wireless Communications, Inc.
(A Development Stage Company)
Notes to and Forming Part of the Condensed Financial Statements (Unaudited)
Three Months and Six Months Ended June 30, 2003
--------------------------------------------------------------------------------
5. POST BALANCE SHEET EVENT
On August 5, 2003, an extension agreement was entered into between SCP
and Goldvision to extend the due dates of the Investment Contract signed
December 18, 2002 through September 5, 2003.
On August 15, 2003, Mr. Phillip Allen submitted his resignation as
Chairman of the Board, President and Chief Executive Officer of the Company. Mr.
Allen also resigned as a member for the Board of Directors. Mr. Brad Woods, the
Company's current Chief Financial Officer, has been named the interim Chairman
of the Board, President and Chief Executive Officer of the Company until a
suitable candidate can be found.
On August 15, 2003, the company signed a contract with MCI. This
contract permits the company to provide international broadband services to any
destination that MCI provides services today.
Page 9 of 17
China Wireless Communications, Inc.
(A Development Stage Company)
Item 2. Management's Discussion and Analysis or Plan of Operation
Forward-looking statements
Included in this report are various forward-looking statements, which can be
identified by the use of forward looking terminology such as "may", "will,"
"expect," "anticipate," "estimate," "continue," "believe," or similar words. We
have made forward-looking statements with respect to the following, among
others: our goals and strategies; our expectations related to growth of our
satellite communications, broadband internet, content and wireless access and
transport in China and the performance under our agreements; Goldvisions' and
our ability to obtain and operate licenses and permits to operate in China; our
ability to earn sufficient revenues in China; the importance and expected growth
of satellite communications, broadband internet, content and wireless access and
transport in China and the demand for these services in China; our ability to
continue as a going concern; and our future performance and our results of
operations. These statements are forward looking and reflect our current
expectations. They are subject to a number of risks and uncertainties, including
but not limited to, changes in the economic and political environments in China,
economic and political uncertainties affecting the capital markets, changes in
technology, changes in satellite communications, broadband internet, contentand
wireless access and transport in the marketplace in China, competitive factors
and other risks described in our annual report on Form 10-KSB which has been
filed with the United States Securities and Exchange Commission. In light of the
many risks and uncertainties surrounding the Company, China, and the satellite
communications, broadband internet, content and wireless access and the
transport marketplace in China, you should keep in mind that we cannot guarantee
that the forward-looking statements described in this report will transpire and
you should not place undue reliance on forward-looking statements.
Overview
AVL Information Systems Ltd. (AVL) is a Canadian public company that owns and
licenses certain technology and automatic vehicle location systems. On March 8,
1999, AVL incorporated in Nevada under the name AVL SYS International Inc. with
the intention to start anew and to take advantage of what the then management,
the principal officers and directors perceived to be the benefits of an Untied
States publicly traded company. On March 9, 2000, AVL changed the name to
I-Track, Inc (ITI).
Effective September 30, 2001, ITI entered into an exclusive worldwide
distribution agreement with AVL Information Systems Ltd. Under the agreement,
ITI was licensed to market and distribute all of the products manufactured by
AVL Information Systems Ltd. The exclusive distribution agreement with AVL was
cancelled effective as of December 31, 2002 at which point the Company began to
seek another business opportunity. On March 22, 2003, ITI acquired all of the
issued and outstanding shares of Strategic Communications Partners, Inc., a
Wyoming corporation ("SCP"), pursuant to the terms of a Share Exchange
Agreement. A total of 19,000,000 restricted shares of ITI's common stock were
issued to the shareholders of SCP, resulting in the SCP shareholders as a group
owning approximately 88.4% of the outstanding shares of common stock. At this
time, SCP became a wholly owned subsidiary of CWLC.
Immediately prior to the closing of the acquisition of SCP, ITI entered into an
Assignment and Assumption Agreement with AVL, under which the automatic vehicle
location business was transferred to AVL and AVL assumed ITI's liabilities
related to this business. The note receivable from a related party in the amount
of $31,345 at December 31, 2002, was offset against accrued management fees of
$30,000 owed to AVL. In addition, Peter Fisher and Tyler Fisher, who were
collectively owed $257,410 at December 31, 2001, agreed to accept stock as
payment of such amount.
Page 10 of 17
China Wireless Communications, Inc.
(A Development Stage Company)
On March 24, 2003, in connection with our acquisition of SCP, the Company's name
was changed to China Wireless Communication, Inc ("CWC").
Strategic Communications Partners, Inc.
SCP was incorporated in the State of Wyoming on August 13, 2002. It provides
financial, technical, and marketing services for an investment, Goldvision
Technologies Ltd. ("Goldvision") in Beijing, People's Republic of China ("PRC").
Strategic Communications Partners Limited ("SCPL") is a subsidiary of SCP. SCPL
was incorporated in Hong Kong on December 9, 2002. SCPL's operation to date
consists solely of supporting the Beijing operations.
On December 18, 2002, SCP entered into agreements with Goldvision, a company
incorporated in the PRC, which is engaged in the business of providing satellite
communication, broadband internet, content, wireless access and transport in
Beijing, whereby SCP will earn an initial 18% equity interest in Goldvision by
paying $4,800,000 with the purchase price to be paid prorata over 12 months from
the effective date of the agreement, which is February 18, 2003. SCP will have
an 18% equity interest in Goldvision after these payments. SCP shall acquire an
additional 6% equity interest in Goldvision by contributing $2,400,000 over a
period of 12 months after the purchase of the initial interest. Under these
agreements, SCP will receive 49% of all future net revenues from the sale of all
services.
On March 4, 2003, SCPL set up a wholly owned foreign enterprise, Beijing
In-Touch Information System Co. Ltd ("In-Touch") in the PRC. In-Touch is a
facilities based provider of broadband data, video and voice communications
services to customers that are not served by existing landline connectivity.
On August 5, 2003, an extension agreement was entered into between SCP and
Goldvision to extend the due dates of the Investment Contract signed December
18, 2002 through September 5, 2003.
In-Touch has commenced operations in Beijing, through cooperation with local
telecommunications operators. In-Touch currently is involved in the business of
telecommunication system integration-primarily providing wireless Local area
networks to complement its broadband wireless, VPN's and other wireless access,
transport and enhanced data services. In-Touch provides the marketing,
technical, and support services for to Beijing Wireless Internet Network (BWIN).
BWIN is the broadband wireless subsidiary of Goldvision. BWIN was chartered by
the PRC to provide a fixed broadband wireless network in Beijing. BWIN has
deployed a 155Mb wireless loop backbone in Beijing's business district. BWIN
also owns over 7 Ghz of additional spectrum scattered over several frequencies,
available for use in Beijing.
As of June 30, 2003, SCP has five employees, five of which are full-time in the
United States. In-Touch in Beijing has 39 full-time employees. None of our
employees is covered by a collective bargaining agreement.
Page 11 of 17
China Wireless Communications, Inc.
(A Development Stage Company)
Chinese Tax Holiday
In-Touch is Registered in the Beijing Zhong Guan Cun High Tech Park and also
recognized as a High Tech company. In-Touch will receive a tax holiday for three
full tax years and a further three years where it will pay taxes at half the
normal corporate tax rate, starting from the year that it first achieves a
profit in the PRC.
Critical Accounting Policies and Estimates
The preparation of our financial statements in conformity with accounting
principles generally accepted in the United States requires us to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. In applying our accounting principles, we must often make individual
estimates and assumptions regarding expected outcomes or uncertainties. As you
might expect, the actual results or outcomes are generally different than the
estimated or assumed results or outcomes. These differences are usually minor
(but they could be material) and are included in our consolidated financial
statements as soon as they are known. Our estimates, judgments and assumptions
are continually evaluated based on available information and experience. Because
of the use of estimates inherent in the financial reporting process, actual
results could differ materially from those estimates.
Foreign Currencies
Balance Sheet transactions in foreign currencies are translated at the rates of
exchange on the date of the Balance Sheet. Income Statement transactions in
foreign currencies are translated at the average rates of exchange for the
reporting period. Exchange gains and losses are recorded in the statement of
operations.
China Wireless Communications, Inc (formerly i-Track, Inc.)
Results of Operations. During the second quarter of 2003, CWC continued its work
of expanding its contacts in Beijing and reviewing the opportunities in the
local market. CWC is in the development stage and has not yet generated
significant revenues from planned principal operations.
Operational expenses totaled $475,976 and $1,779,102 for the three months and
six months ended June 30, 2003 respectively. Of this amount, $113,000 and
$1,022,900 respectively are costs recorded for common stock issued for
compensation for these same periods. As we are in the development stage, our
focus is two fold: (a) raising capital and (b) finalizing operational procedures
for the Beijing office.
During the three months and six months ended June 30, 2003, the Company incurred
acquisition cost associated with the merger with ITI, which totaled $34,000 or
7.1% of the total cost and $84,000 or 4.72% of the total costs respectively.
Page 12 of 17
China Wireless Communications, Inc.
(A Development Stage Company)
Liquidity and Capital Resources. For the six-month period ended June 30, 2003,
CWC used cash of $573,680 for operating activities. The most significant
adjustment to reconcile the net loss to net cash used in operations was the
valuation of the shares of common stock issued as compensation amounting to
$1,022,900. Investing activities also used cash of $192,963, which comprised
mainly acquisition cost of the property, plant and equipment and a cash payment
in connection with the closing of the acquisition, made in the previous calendar
quarter. Cash of $5,183 reflects the cash position of the company.
At June 30, 2003, the Company had a working capital deficit of $404,635, of
which $5,183 was in the form of cash and cash equivalents, $113,005 in other
current assets, $292,223 in accrued liabilities, $41,000 in convertible debt and
$189,600 in notes payable.
Plan of Operation
The Company will market and sell services over the existing operational
Goldvision delivery networks. These services comprise telecommunications
services, wireless broadband access, and VSAT (satellite) internet services in
Beijing, PRC. Goldvision has built a 155Mbps wireless ring in Beijing around its
3-Ring Road. The Company will also provide wireless network integration services
to its wireless broadband customers. The Company has entered into two such
agreements with vendors subsequent to June 30, 2003 and is in the process of
reviewing similar arrangements with other equipment vendors.
The Company will need to raise substantial capital over the next year to fund
its commitment to Goldvision and its operations. The continuation of the Company
as a going concern is dependent upon the successful implementation of its
business plan, raising capital, and ultimately achieving profitable operations.
However there can be no assurance that the business plan will be successfully
implemented. The inability of the Company to implement the business plan or to
successfully raise capital could adversely impact the Company's business and
prospects.
We plan to increase our staffing levels only as required by our operation. We
currently have no plans to significantly increase the number of our employees.
Item 3. Controls and Procedures
Within 90 days prior to the date of this report under the supervision and
participation of certain members of the Company's management, including the
President and the Chief Financial Officer, the Company completed an evaluation
of the effectiveness of the design and operation of its disclosure controls and
procedures (as defined in rules 13a - 14 and 15d - 14c to the Securities
Exchange Act of 1934, as amended). Based on this evaluation, the Company's
President and Chief Financial Officer believe that the disclosure controls and
procedures are effective with respect to timely communicating to them and other
members of management responsible for preparing periodic reports all material
information required to be disclosed in this report as it relates to the
Company.
Page 13 of 17
China Wireless Communications, Inc.
(A Development Stage Company)
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable.
Item 2. Changes in Securities
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
Item 5. Other Information
On August 15, 2003, Mr. Phillip Allen submitted his resignation as Chairman of
the Board, President and Chief Executive Officer of the Company. Mr. Allen also
resigned as a member for the Board of Directors. Mr. Brad Woods, the Company's
current Chief Financial Officer, has been named the interim Chairman of the
Board, President and Chief Executive Officer of the Company until a suitable
candidate can be found.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Regulation Exhibit
S-B Number
99.1 Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
---------------
b) Reports on Form 8-K:
Form 8-K dated April 22, 2003 reporting Items 4 and 7.
Form 8-K dated May 20, 2003 reporting Items 5 and 7.
Form 8-K dated May 29, 2003 reporting Item 4.
Page 14 of 17
China Wireless Communications, Inc.
(A Development Stage Company)
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CHINA WIRELESS COMMUNICATIONS, INC.
(Registrant)
Date: August 19, 2003 By: /s/ BRAD WOODS
-----------------------------------------------
Brad Woods,
Interim President (Principal Executive Officer)
and Chief Financial Officer(Principal Financial
and Accounting Officer)
Page 15 of 17
China Wireless Communications, Inc.
(A Development Stage Company)
I, Brad Woods, certify that:
1. I have reviewed this quarterly report on Form 10-KSB of China Wireless
Communications, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act rules 13a-14 and 15d-14) for
the registrant and have:
a. Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date.
5. I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions);
a. All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls, and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date August 19, 2003 /s/ BRAD WOODS
---------------------------------------------
Brad Woods, Chief Financial Officer and
Interim President and Chief Executive Officer
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