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: March 31, 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.
-----------------------------------------------------------------
(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)
---------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
21,500,000 shares of Common Stock, $0.001 par value,
as of June 3, 2003
Transitional Small Business Disclosure Format (check one); Yes [ ] No [X]
China Wireless Communications, Inc.
Index
Part I. Financial Information
Item 1. - Financial Statements
- Condensed Consolidated Statements of Operations
(Unaudited) Three Months Ended March 31, 2003.............3
- Condensed Consolidated Balance Sheet (Unaudited)
March 31, 2003............................................4
- Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 2003.........................5
- Notes to Financial Statements ............................6
Item 2. - Management's Discussion and Analysis or Plan of
Operations ...............................................9
Item 3. - Controls and Procedures..................................12
Part II. Other Information
Item 1. - Legal Proceedings .......................................13
Item 2. - Changes in Securities....................................13
Item 3. - Defaults Upon Senior Securities .........................13
Item 4. - Submission of Matters to a Vote of Security Holders .....13
Item 5. - Other Information .......................................13
Item 6. - Exhibits and Reports on Form 8-K ........................13
Signatures ...................................................................14
Certifications................................................................15
2
China Wireless Communications, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended March 31, 2003
================================================================================
Period from
Three August 13,
months 2002
ended (inception) to
March 31, March 31,
2003 2003
US$ US$
Operating revenue -- --
Operating expenses
General and administrative expenses 1,301,811 2,317,293
Depreciation expense 1,315 1,315
----------- -----------
1,303,126 2,318,608
----------- -----------
Loss from operations (1,303,126) (2,318,608)
----------- -----------
Non-operating (expenses) income
Interest expenses (989) (989)
Other income, net -- 483
----------- -----------
Total non-operating (expenses) income (989) (506)
----------- -----------
Loss before income taxes (1,304,115) (2,319,114)
Income taxes -- --
----------- -----------
Net loss (1,304,115) (2,319,114)
=========== ===========
Net loss per share:
Basic (0.0607) (0.1079)
=========== ===========
Weighted average number of shares outstanding 21,500,000 21,500,000
=========== ===========
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
Page 3 of 20
China Wireless Communications, Inc.
(A Development Stage Company)
Condensed Consolidated Balance Sheet (Unaudited)
As of March 31, 2003
================================================================================
ASSETS US$
Current assets
Cash and cash equivalents 49,239
Prepaid expenses 2,438
Due from related party 60,000
Deposits 31,150
Accounts receivable 1,406
----------
144,233
Property, plant and equipment, net 94,255
----------
Total assets 238,488
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued expenses and other accrued liabilities 167,252
Notes payable 15,000
----------
Total liabilities 182,252
----------
Commitments and contingencies
Stockholders' equity
Common stock, par value US$0.001 each,
100,000,000 shares of stock authorized,
21,500,000 shares of stock issued and outstanding 21,500
Additional contributed paid-in capital 2,353,850
Accumulated deficit (2,319,114)
----------
Total stockholders' equity 56,236
----------
Total liabilities and stockholders' equity 238,488
==========
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
Page 4 of 20
China Wireless Communications, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2003
===========================================================================================================
Period from
August 13,
Three months 2002
ended (inception) to
March 31, March 31,
2003 2003
US$ US$
Cash flows from operating activities:
Net loss (1,304,115) (2,319,114)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 1,315 1,315
Common stocks issued for compensation 909,900 1,719,250
Changes in working capital:
Accounts Receivable (1,406) (1,406)
Deposits (31,150) (31,150)
Prepaid expenses (2,438) (2,438)
Accrued expenses and other accrued liabilities 96,477 167,252
------------ ------------
Net cash used in operating activities (331,417) (466,291)
------------ ------------
Net cash used in investing activities
Acquisition of property, plant and equipment (95,570) (95,570)
i-Track and Strategic Communications Partners, Inc merger (50,000) (50,000)
Advances to a related party -- (60,000)
------------ ------------
Net cash used in investing activities (145,570) (205,570)
------------ ------------
Net cash provided by financing activities
Proceeds from issuance of common stock 338,150 706,100
Proceeds from issuance of notes payable 50,000 97,000
Repayment of notes payable (59,500) (82,000)
------------ ------------
Net cash provided by financing activities 328,650 721,100
------------ ------------
Net (decrease) increase in cash and cash equivalents (148,337) 49,239
Cash and cash equivalents, as of beginning of the period 197,576 --
------------ ------------
Cash and cash equivalents, as of end of the period 49,239 49,239
============ ============
Analysis of balances of cash and cash equivalents
Bank balances 49,239 49,239
============ ============
Non-cash operating, investing and financing activities
Common stocks issued for compensation 909,900 1,719,250
============ ============
The accompanying notes are an integral part of the financial statements.
--------------------------------------------------------------------------------
Page 5 of 20
China Wireless Communications, Inc.
(A Development Stage Company)
Footnotes to the Financial Statements
Three Months Ended March 31, 2003
================================================================================
1. BASIS OF PRESENTATION
The accompanying financial data as of March 31, 2003 and for the three
months ended March 31, 2003 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 8-K dated March 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 as of March 31, 2003 and
for the three months ended March 31, 2003 have been made. The results
of operations for the three months ended March 31, 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$2,319,114 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.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of accounting
The financial statements have been prepared under the
historical cost convention. Cost in relation to assets
represents the cash amount paid or the fair value of the
asset, as appropriate.
(b) Subsidiary
A subsidiary is an affiliate controlled by the Company
directly, or indirectly through one or more intermediaries.
The term control (including the terms controlling, controlled
by and under common control with) means the possession, direct
Page 6 of 20
China Wireless Communications, Inc.
(A Development Stage Company)
Footnotes to the Financial Statements
Three Months Ended March 31, 2003
================================================================================
or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the
ownership of voting shares, by contract, or otherwise.
(c) Income taxes
Current income tax expense or benefit is the amount of income
taxes expected to be payable or refundable for current period.
Provision for deferred taxes requires the recognition of
deferred tax assets and liabilities for the estimated future
tax effects attributable to temporary differences without
regard to the probability of future reversal. As temporary
differences are immaterial, no provision for deferred taxes
has been made.
(d) Related parties
Parties are considered to be related if one party has the
ability to control the other party or exercise significant
influence over the other party in making financial and
operating decisions.
(e) Foreign currencies
Balance Sheet transactions in foreign currencies are
translated at the rates of exchange on the dates 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.
(f) Cash and cash equivalents
Cash equivalents include all highly liquid investments,
generally with original maturities of three months or less,
that are readily convertible to known amounts of cash and are
so near maturity that they represent insignificant risk of
changes in value because of changes in interest rates.
(g) Operating leases
Leases where substantially all of the rewards and risks of
ownership of assets remain with the leasing company are
accounted for as operating leases. Rentals payable under
operating leases are recorded in the statement of operations
on a straight-line basis over the lease term.
(h) Organization costs
Organization costs comprise mainly of consulting expenses,
investment expenses and other start-up cost and are expensed
in the statement of operations during the period/year in which
they are incurred.
(i) Use of estimates
The preparation of the financial statements in conformity with
US GAAP requires the Company's 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 financial statements and the
reported amounts of revenues and expenses during the reported
period. Actual amounts could differ from those estimates.
Estimates are used for, but not limited to, the accounting for
certain items such as depreciation, taxes and contingencies.
(j) Comprehensive loss
There were no items of other comprehensive income/loss during
the period, and, thus, net loss is equal to comprehensive loss
during the period.
(k) Earnings / Loss per share
Basic earnings / loss per common share are computed by
dividing net earnings / loss for the period by the weighted
average number of common shares outstanding during the period.
Diluted earnings per common share are computed using the
weighted average number of shares that were outstanding during
the period.
Page 7 of 20
China Wireless Communications, Inc.
(A Development Stage Company)
Footnotes to the Financial Statements
Three Months Ended March 31, 2003
================================================================================
(l) Stock issued for compensation
Stock issued for compensation is computed by multiplying the
number of shares times the current market value of the stock.
The basis for the current market value of the stock is
formulated by the average price per stock sold.
(m) New accounting pronouncements
In July 2002, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 146, "Accounting for Costs Associated with Exit
or Disposal Activities", which requires costs associated with
exit or disposal activities to be recognized when the costs
are incurred, rather than at a date of commitment to an exit
or disposal plan. The provisions of SFAS 146 are effective for
disposal activities initiated after December 31, 2002.
Adoption of SFAS No. 146 is not expected to have a material
impact on the Company's financial statements.
In October 2002, the FASB issued SFAS No. 147, "Acquisitions
of Certain Financial Institutions - an amendment of FASB
Statements No. 72 and 144 and FASB Interpretation" which
applies to all acquisitions of a financial institution except
those between two or more mutual enterprises, which is being
addressed in a separate project. The provisions of SFAS No.
147 are effective on October 1, 2002, the Company does not
believe that the adoption of SFAS 147 will have a material
impact on the Company's financial statements.
In December 2002, the FASB issued SFAS No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure - an
amendment of FASB Statement No. 123". SFAS No. 148 amends SFAS
No. 123 to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this
Statement amends the disclosure requirements of SFAS No. 123
to require prominent disclosures in both annual and interim
financial statements about the method of accounting for
stock-based employee compensation and the effect of the method
used on reported results. Companies having a year-end after
December 15, 2002 are required to follow the prescribed format
and provide the additional disclosures in their annual
reports. The Company does not believe that the adoption of
SFAS 148 will have a material impact on the Company's
financial statements.
4. POST BALANCE SHEET EVENT
(a) On April 18, 2003, an extension was entered into between SCP,
a wholly owned subsidiary of CWLC, and Goldvision to extend
the due dates of the Investment Contract signed December 18,
2002 by 90 days.
(b) On April 4, 2003, options were granted under the Company's
2003 Stock Plan to purchase a total of 1,150,000 shares of
common stock at a price of $0.35 per share, the fair market
value of the stock as of the date of grant. The options are
subject to a restriction on the sale of the shares issuable
upon exercise. Persons granted 1,000,000 of the options that
exercise their options may sell no more than 25% of the total
number of shares covered by their respective option granted in
each six-month period over the next two years. Peter Fisher,
granted 150,000 options, may sell no more than 50% of the
total number of shares covered by his option during the first
six months.
Page 8 of 20
China Wireless Communications, Inc.
(A Development Stage Company)
Item 2. Management's Discussion and Analysis or Plan of Operation
Forward-looking statements. Certain statements in this Quarterly Report on Form
10-QSB constitute `forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, and are subject to numerous risks and
uncertainties. Statements that are not historical or current facts are
"forward-looking statements" which often (but not always) can be identified by
the use of terms such as "may", "will", "expect", "anticipate", "estimate", or
"continue" or the negative of those terms. The Company intends that all
forward-looking statement be subject to the 1995 and other applicable federal
securities laws. Any such forward-looking statements, which speak only as of the
date made, represent management's statements are subject to known and unknown
risks, uncertainties and important factors beyond the control of the Company
that could cause actual historical results of operations and events and those
presently anticipated or projected. Factors that may cause such differences
include, but are not limited to: (1) general economic and business conditions;
(2) interest rate changes; (3) the relative stability of the debt and equity
markets; (4) competition; (5) the availability and cost of our products; (6)
demographic changes; (7) government regulations particularly those related to
automatic vehicle location industry; (8) required accounting changes; (9)
equipment failures, power outages, or other events that may interrupt Internet
communications; and (10) other factors over which we have little or no control.
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 intentional to start anew and to take advantage of what 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 owned 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.
On March 24, 2003, in connection with our acquisition of SCP, the Company's name
was changed to China Wireless Communication, Inc.
Page 9 of 20
China Wireless Communications, Inc.
(A Development Stage Company)
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 investment.
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 prorate 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 engaged
in the business of telecommunication system integration, broadband wireless
access providers and providers of VPN's and other wireless access, transport and
enhanced data services. Essentially, In-Touch is the exclusive provider of
wireless "last mile" services to large commercial users and carriers.
As of March 31, 2003, SCP has 7 employees, 4 of which are full-time in the
United States. In-Touch in Beijing has 25 full-time employees. None of our
employees is covered by a collective bargaining agreement.
On April 18, 2003, an extension was entered into between SCP and Goldvision to
extend the due dates of the Investment Contract signed December 18, 2002 by 90
days.
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.
Page 10 of 20
China Wireless Communications, Inc.
(A Development Stage Company)
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.)
The numbers represented in the results of operations section reflect, as
described in Note #1 of the Notes to the Financial Statements, the expenses of
the acquisition and SCP's and its subsidiaries operations.
Results of Operations. During the first quarter of 2003, Strategic
Communications Partners Limited ("SCPL") set up a wholly owned foreign
enterprise, Beijing In-Touch Information System, Co, Ltd ("In-Touch") in the
PRC. CWLC is considered to be in the development stage and has not yet generated
revenues from planned principal operations.
Operational expenses totaled $1,301,811 for the three months ended March 31,
2003. Commission and consulting fees are $ 1,114,112 or 85.58% of the total
during this period. Of this amount, $909,900 are costs recorded for common
stocks issued for compensation.
As we are in the development stage, our focus is two fold: (a) raising capital
and (b) finalizing operational procedures for the Beijing office. In
accomplishing these targets, certain expenses are higher than normal. Travel and
Entertainment, for three months ended March 31, 2003, were $27,515 and $6,578,
respectively. We expected both to be higher than the industry average during
this period due to the cost of travel to Beijing. Over time we expect the number
of these trips to decrease.
The completion of the acquisition added substantially to our professional
expenses, which totaled $47,828 or 3.67% of the total costs. While we will still
have costs due to the requirements of a public company, we believe that as a
percentage of costs they will decrease over the year.
One-time charges of $10,484 were incurred during this period related to the
creation of In-Touch and their offices.
Liquidity and Capital Resources. For the three-month period ended March 31,
2003, CWLC used cash of $331,327 for operating activities. The most significant
adjustment to reconcile the net loss to net cash used in operations is $909,900,
which is the valuation of the shares of common stock issued as compensation.
Investing activities also used cash of $145,570, which was the purchase of
capital equipment and furniture and a cash payment in connection with the
closing of the acquisition.
At March 31, 2003, the Company had a working capital deficit of $38,019, of
which $49,239 was in the form of cash and cash equivalents and $167,252
comprised accrued liabilities.
Page 11 of 20
China Wireless Communications, Inc.
(A Development Stage Company)
Plan of Operation
As described above, I-Track completed the acquisition of SCP in a reverse
takeover transaction. Accordingly, this plan of operation discussion focuses on
the proposed operations of CWLC.
The Company will market and sell services over the existing operational
Goldvision delivery networks. These services comprise of telecommunications
services, broadband access, and VSAT (satellite) internet services in Beijing,
PRC. Goldvision has a monopoly right to wireless spectrum in this market and
Goldvision has built a 155Mbps wireless ring in Beijing around its 3-Ring Road.
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 12 of 20
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
Not Applicable.
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 January 20, 2003 reporting Item 4
Form 8-K dated March 6, 2003 reporting Item 4.
Form 8-K dated March 18, 2003 reporting Items 5 and 7.
Form 8-K dated March 28, 2003 reporting Item 5 and 7.
Page 13 of 20
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: June 4, 2003 By: /s/ BRAD WOODS
-------------------------------------
Brad Woods, Chief Financial Officer
(Principal Financial and Accounting
Officer)
Date: June 4, 2003 By: /s/ PHILLIP ALLEN
-------------------------------------
Phillip Allen, President
(Principal Executive Officer)
Page 14 of 20
China Wireless Communications, Inc.
(A Development Stage Company)
CERTIFICATIONS
I, Phillip Allen, certify that:
1. I have reviewed this amended quarterly report on Form 10-QSB/A 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. The registrant's other certifying officers and I are 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. The registrant's other certifying officers and 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
Page 15 of 20
China Wireless Communications, Inc.
(A Development Stage Company)
6. The registrant's other certifying officers and 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: June 4, 2003
/s/ PHILLIP ALLEN
-----------------------------------------
Phillip Allen, President
(Principal Executive Officer)
Page 16 of 20
China Wireless Communications, Inc.
(A Development Stage Company)
I, Brad Woods, certify that:
1. I have reviewed this amended quarterly report on Form 10-KSB/A 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. The registrant's other certifying officers and I are 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. The registrant's other certifying officers and 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);
d. 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
e. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls, and
Page 17 of 20
China Wireless Communications, Inc.
(A Development Stage Company)
6. The registrant's other certifying officers and 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: June 4, 2003
/s/ BRAD WOODS
-----------------------------------------
Brad Woods, Chief Financial Officer
Page 18 of 20