Item 1. Business
EXPLANATORY NOTE
You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. You should assume that the information contained in this document is accurate as of the date of this Form 10-K only.
As used in this Form 10-K, unless the context otherwise requires the terms “we,” “us,” “our,” “CHVC” and the “Company” refer to China Voice Holding Corp., a Nevada corporation, and its subsidiaries.
FORWARD-LOOKING STATEMENTS
Except for statements of historical fact, certain information described in this document contains “forward-looking statements” that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would” or similar words. The statements that contain these or similar words should be read carefully because these statements discuss our future expectations, contain projections of our future results of operations or of our financial position, or state other “forward-looking” information. China Voice Holding Corp. believes that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able accurately to predict or control. Further, we urge you to be cautious of the forward-looking statements which are contained in this Form 10-K because they involve risks, uncertainties and other factors affecting our operations, market growth, service, products and licenses. The factors listed below in the section captioned “Risk Factors”, “Business,” as well as other cautionary language in this Form 10-K, describe such risks, uncertainties and events that may cause our actual results and achievements, whether expressed or implied, to differ materially from the expectations we describe in our forward-looking statements. The occurrence of any of the events described as risk factors could have a material adverse effect on our business, results of operations and financial position.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We file reports, proxy statements, information statements and other information with the Securities and Exchange Commission. You may read and copy this information, for a copying fee, at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on its public reference rooms. Our Securities and Exchange Commission filings are also available to the public from commercial document retrieval services, and at the web site maintained by the Securities and Exchange Commission at http://www.sec.gov.
Our internet address is www.chvc.com. We make available through a link to the PinkSheets.com web site, electronic copies of the materials we file with the SEC (including our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, the Section 16 reports filed by our executive officers, directors and 10% stockholders and amendments to those reports). To receive paper copies of our SEC materials, please contact us by mail addressed to China Voice Holding Corp., c/o Investor Relations, 327 Plaza Real, Suite 319, Boca Raton, Florida 33432, (561) 394-2482.
General Information
Our business address is 327 Plaza Real, Suite 319, Boca Raton, Florida 33432, and our telephone number is (561)394-2482. Our website is www.chvc.com. The information contained in, or that can be accessed through, our website is not part of this Form 10-K.
History
China Voice Holding Corp. was incorporated in New York on August 7, 2003 under the name “Surf Franchise, Inc.” On April 1, 2004, we entered into an Agreement and Plan of Reorganization with China Voice Corp., a Nevada Corporation, pursuant to which China Voice Corp. became our wholly-owned subsidiary through a reverse acquisition, whereby the former stockholders of China Voice Corp. received a controlling interest of our common stock. On April 14, 2004, we changed our name from “Surf Franchise, Inc.” to “China Voice Holding Corp.” On July 22, 2008, we reorganized the company from a New York corporation to a Nevada corporation.
Since the acquisition of China Voice Corp. was closed through the issuance of a controlling interest in our common stock, a subsidiary of China Voice Corp., Voium Technologies Ltd., was deemed as the survivor for accounting purposes.
On December 29, 2008 we became a fully reporting company under the Securities Exchange Act of 1934.
Company Overview
China Voice Holding Corp. ("CHVC") is a U.S. publicly-traded holding company headquartered in South Florida with a portfolio of next-generation communications products and services doing business in the United States and the People's Republic of China. In the United States, the Company has offices and operations located in Boca Raton, Florida and in Dallas, Texas. The Company offers VoIP communications services and prepaid calling cards in the United States. In China, the Company operates in Beijing and Nanning.
In July 2007 CHVC formed Vastland Holdings (Beijing) Co. Ltd. (“Vastland”) a Wholly Owned Foreign Entity (”WOFE”) incorporated in the People’s Republic of China. CHVC’s China subsidiary, Candidsoft Technologies Company Ltd. of Beijing, Inc. (Candidsoft), is an international communications company based in the Zhong-Guan-Cun Science and Technology Park in Beijing, China. The Company has written off the investment in Vastland and Candidsoft as of June 30, 2010 because of delays in implementing deliveries on previously acquired contracts.
In the U.S. the Company engages in two related activities; as a provider of prepaid calling cards targeted at large population ethnic groups and as a provider of wholesale VoIP telecommunications services focused on selling high volumes of international termination minutes to Carrier and other Service Provider customers.
Wize Prepaid, Inc. is a provider of low cost prepaid calling cards to make international long distance calls. The company has built its reputation on providing high quality with great customer service at one of the nation’s most competitive prices. Wize branded prepaid calling cards are to be sold on the East Coast though regional master distributors.
CVC Globalcall, Inc. serves fixed line, mobile, wholesale, and VoIP carriers as well as calling card, ISPs and content providers around the world who buy and sell voice and IP telecommunications capacity. The company’s Network Operations Center (NOC) is fully manned 24 x 7. Our NOC is a secure location that contains battery backup and power generators to eliminate electrical outages, and several rack-mounted servers and other equipment needed to support our network. The NOC monitors all aspects of the technical environment, from its extensive backbone to network routers, SIP proxies, numerous routing gateways, and soft switches. The company’s network consists primarily of communications service providers that buy and sell international voice minutes through our enhanced services platform. Most of the company’s business is generated by us acting as a cost-effective middleman to direct connections. In this very fluid and ever changing business, rates change as frequently as do the availability of quality routes. The company focuses on selling high volumes of international termination business. The Company has Network Operations Centers located in Boca Raton, Florida and Ile-Perrot Quebec, Canada.
Our Growth Strategy
The Company’s focus is to build a solid and profitable foundation to support U.S. operations through organic growth as well as pursuing targeted acquisitions of synergistic companies to achieve growth in profitable business niches. The Company can gain quick access to large numbers of customers through properly planned acquisitions, using this synergy to provide multiple growth opportunities in existing businesses.
U.S. Companies
·
On February 27, 2004, China Voice Corp. entered into an agreement with Hughes Corporation, Voium Technologies Ltd., Nations Corp. Limited and Integrated Performance Systems, Inc. pursuant to which Voium Technologies Ltd. became a wholly-owned subsidiary of China Voice Corp. and China Voice Corp. acquired Hughes Corporation’s exclusive VoIP license issued by the Government of China. As consideration for the acquisition of Voium Technologies Ltd. and the VoIP License from Hughes Corporation, China Voice Corp. issued 50,000,000 shares of common stock to the parties to the agreement and the remaining stockholders of Voium Technologies Ltd. On April 1, 2004, we acquired China Voice Corp. in a reverse merger transaction whereby China Voice and Voium Technologies became wholly-owned subsidiaries of the Company and we issued an amount of common stock to the stockholders of China Voice Corp. representing a controlling interest in our Company.
·
Effective June 30, 2005, we acquired East West Global Communications, Inc., a Florida Corporation, for the issuance of 20,028,000 shares of our common stock.
·
We acquired StreamJet.Net, Inc., a Texas corporation, on October 22, 2007, pursuant to the terms of an Agreement and Plan of Merger, dated as of March 15, 2007. Under the terms of the Agreement and Plan of Merger, StreamJet.Net became a wholly-owned subsidiary of our company in exchange for 4,725,000 shares of our common stock and warrants to purchase up to 16,000,000 additional shares of our common stock for $0.30 per share.
·
During the year ended June 30, 2010, we formed two U.S. companies, Wize Prepaid Inc., and CVC Globalcall to engage in the U.S. VoIP communications and prepaid calling card business. These companies operate the business of CVC INT’L, Phone House of Florida Inc., Dial Tone Communications, and StarCom Alliance Inc., which were sold to Flint Telecom Group Inc. on January 29, 2009 and reacquired on May 28, 2010.
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The Company has two inactive U.S. subsidiaries, Sino-Connection Corp and Voium U.S.A. Inc.
Foreign Companies
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Voium Technologies, Ltd. is a Cayman Islands corporation that acts as the holding company for our Chinese companies.
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Sino Beyond Limited is a Hong Kong corporation formed to facilitate acquisitions in China. It is currently not active.
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In China, we own 100% of Vastland Holding Beijing Co. Ltd., a Wholly-Owned Foreign Enterprise (WOFE) established in July 2007, that is an approved and registered legal entity operating within China that allows us to bank through HSBC, and Candidsoft Technologies Company Ltd. of Beijing, Inc., acquired in January 2006, of which we own 65%. As consideration, we issued 4,925,000 shares of our common stock and, subject to satisfaction of certain future earnings objectives of Candidsoft, we may issue up to an additional 2,000,000 shares of common stock to the selling Candidsoft stockholders. The Company’s investment in Vastland and Candidsoft was written off as of June 30, 2010.
An organizational chart of our Chinese operating structure is as follows:
China Voice Holding Corp. (US)
v
v
v
VOIUM Technologies, Ltd. (Cayman Islands)
v
v
v
Beijing co. Ltd. (PRC)
Candidsoft Technologies Company, Ltd. (PRC)
Vastland Holding
00%
65% (1)
(1) Our ownership of Candidsoft is maintained as follows. We acquired 65% beneficial ownership from Chun Lin Xing, who retained 35% and retained ownership of record and entered into the following agreements:
1. Trust Agreement, which provides for Mr. Xing to vote the stock and elect directors for the benefit and at the direction of our subsidiary Voium Technologies Ltd. We are also holding 100% of the stock certificates of Candidsoft endorsed in blank.
2. Technology Agreement provides for a payment to Voium of 65% of the profits of Candidsoft, thus allowing for payments to Voium which can then be remitted to us.
3. Asset Purchase Agreement conveying all Candidsoft assets to Voium and allowing us to control the Candidsoft contracts and intellectual property.
The result of these agreements is that neither VOIUM nor the Company owns an equity interest of record in Candidsoft, and our control of Candidsoft and ability to derive benefit from Candidsoft is derived only through these contractual arrangements. We have obtained an opinion from Chinese counsel that these agreements effectively convey ownership of Candidsoft to VOIUM under Chinese law.
Products and Services
The Company engages in two related activities; as a provider of prepaid calling cards targeted at large population ethnic groups and as a provider of wholesale VoIP telecommunications services focused on selling high volumes of international termination minutes to Carrier and other Service Provider customers. Wize Prepaid, Inc. is a provider of low cost prepaid calling cards to make international long distance calls. The company has built its reputation on providing high quality with great customer service at one of the nation’s most competitive prices. Wize branded prepaid calling cards are currently sold on the East coast.
CVC Globalcall, Inc. serves fixed line, mobile, wholesale, and VoIP carriers as well as calling card, ISPs and content providers around the world who buy and sell voice and IP telecommunications capacity. The company’s network consists primarily of communications service providers that buy and sell international voice minutes through our enhanced services platform. Most of the company’s business is generated by us acting as a cost-effective middleman to direct connections. In this very fluid and ever changing business, rates change as frequently as do the availability of quality routes.
Distribution and Marketing
The company markets its prepaid calling cards through wholesale master distributors, currently marketed on the East coast. CVC Globalcall, Inc. markets directly to fixed line, mobile, wholesale, and VoIP carriers as well as calling card, ISPs, and content providers around the world who buy and sell voice and IP telecommunications capacity. Most of the company’s business is generated by us acting as a cost-effective middleman to direct connections.
Technology and Intellectual Property
We employ a number of technologies, some of them proprietary, to deliver our next-generation communications services. Through our China subsidiary, Candidsoft, we have developed China’s first patented groupware/office automaton with integrated VoIP.
Our software patents and copyrights consist of the following:
(1)
Software Patent: Guo Li Xin Office Automation System - China - Issue Date: March 6, 2006
(2)
Software Patent: National Anti-Poverty Organization Integrated Information System for Counties and Villages - China - Issue Date: March 6, 2006
(3)
Software Patent: National Anti-Poverty Organization Integrated Information System - Training system for labor movement, Anti-Poverty system, and digital library subsystem - China - Issue Date: March 6, 2006
(4)
Software Patent: CoMaster VoIP System for Virtual Area Networks - Singapore - Issue Date March 8, 2004
(5)
SkyOA Office Automation Groupware - National Copyright Administration of The People’s Republic of China - This is the original copyright certification issued in 2001, SKY O/A no telephony component
(6)
SkyOA Unified Communications Groupware - National Copyright Administration of The People’s Republic of China - This is the certification issued in December 2006 for SKY O/A with telephony
(7)
SkyOA Unified Communications Groupware - Beijing Municipal Science and Technology Commission - This the latest license that was issued by Beijing City, essentially the same as (2) but from a different issuing body.
All patents and copyrights are valid for five years and they are renewable.
StreamJet.Net holds the exclusive sales and marketing license for China from Essential Security Software for a patented next generation email security and encryption application.
WRIO Wireless Broadband Technology has awarded us with exclusive sales and marketing rights in China.
From time to time, we may be subject to proceedings or claims alleging infringement of intellectual property rights of third parties or where we initiate claims to protect the intellectual property rights of our technology. Such matters may require us to expend significant sums in litigation and/or in licensing fees. Moreover, such claims could result in significant damages being awarded, and/or the requirement to develop non-infringing technology, or acquire additional licenses to the technology that is the subject of the asserted infringement, any of which could have a material adverse effect on our business. We rely upon copyright, trademark, patents and trade secret protection to protect our proprietary rights in our products and processes; however, there can be no assurance that these protections will be adequate to deter misappropriation of our technologies or independent third-party development of potentially infringing technologies.
The business telecommunications industry is characterized by rapid technological change. Industry participants often find it necessary to develop products and features similar to those introduced by others, with incomplete knowledge of whether patent protection may have been applied for or may ultimately be obtained by competitors or others. The telecommunications industry has historically witnessed numerous allegations of patent infringement and considerable related litigation among industry participants. As noted above, we may receive claims of patent infringement from third parties seeking substantial sums and may be sued in federal court for patent infringement. In response to prior infringement claims, we may pursue settlements and/or obtain nonexclusive licenses entitling us to utilize the patented technologies or processes that are widely licensed and used in the telecommunications industry. These licenses may either expire at the end of the patent license or the end of an agreed-to period.
During the most recent two years ended June 30, 2010, we made no research and development expenditures.
Customers and Certain Contracts
In the U.S. our prepaid calling card customers consist of wholesale distributors of calling cards. Our wholesale VoIP communications targets fixed line, mobile, wholesale, and VoIP carriers as well as calling card, ISPs, and content providers operating in the U.S. and worldwide.
Competition
We are subject to significant competition that could impact our ability to gain market share, win business and increase the price pressure on our products. We face strong competition from a wide variety of firms, including large, national and international telecommunications companies. Many of our competitors have considerably greater financial, marketing and technological resources, which may make it difficult to win new contracts and compete successfully. Certain competitors operate larger facilities and have longer operating histories and presence in key markets, greater name recognition, larger customer bases and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources. As a result, these competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote greater resources to the promotion and sale of their products. Moreover, we may not have sufficient resources to undertake the continuing research and development necessary to remain competitive.
We believe the principal factors that generally determine a company’s competitive advantage in Communications Software products and services market include the following:
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broad functionality, durability and reliability of products and services;
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proven record of products and service;
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broad understanding of the availability of products in the industry;
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flexibility and configurability to meet complex customer requirements;
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commonality of parts, hardware and transparency;
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ease of integration with existing equipment; and
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competitive sales and marketing capabilities.
Employees
As of June 30, 2010, we had approximately 18 employees, 9 of which are located in China working with Candidsoft, our Communications subsidiary. Employees working in the U.S. and Singapore include corporate administrative and executive personnel. Our employees are not represented by any collective bargaining agreement, and we have never experienced a work stoppage. We believe we have good relations with our employees. To continue expanding our revenues we will require additional staffing and support, particularly in the areas of administrative, engineering, sales and administration.
Future Prospective Operations
We have a number of plans for operations and prospects we intend to pursue in the future after we develop a substantial base of operations and cash flow. Many of these will require additional capital funding and will depend upon market conditions for equity and debt financing, which are not possible to predict.
These future plans may include one or more of the following. Our ability to implement these plans will depend upon having adequate resources from financing sources or cash flow from operations:
·
Pursue targeted acquisitions of companies that complement our business. We may finance future activities through the sale of our equity securities, borrowings from lending institutions or through the issuance of our equity securities as consideration for the sale of an acquisition target. If we finance future acquisitions through the sale of our equity securities or issue equity securities as consideration, our stockholders may experience dilution of their ownership percentage in our company. If we make borrowings through lending institutions, we may be subject to restrictions that may inhibit our ability to take certain corporate actions, may be required to pledge all or substantially all of our assets as collateral or may issue additional securities to our lenders that may further dilute our current stockholders. We can provide no assurances that financing for future activities will be available at all, or on terms that are acceptable to the Company. There are no acquisitions pending as of the date of this report.
·
Supply a wireless broadband network built upon the patent-pending Hybrid Digital Video Broadcast (HDVB™) technology developed by WRIO Wireless Broadband Technology, which utilizes a proprietary, centralized, long-range, high-data rate forward link based on the Digital Video Broadcast (DVB) international standard. The technology provides very high-speed transmission of voice, data, and video information at an infrastructure cost which is less than 20% of competitive technologies. In addition, due to its unique topology and its full quality of service support, WRIO’s network supports a wide variety of applications, such as video broadcasting, Voice over IP (VoIP), video conferencing, and digital radio. This allows the Company to provide VoIP services on its own network. It also allows flexible configuration for secure, inter-office virtual private networks and custom, high-data rate applications. We expect to allocate resources to this project during 2011.
Item 1A.
Item 2. Properties
Our headquarters are located at 327 Plaza Real, Suite 319, Boca Raton, Florida 33432, where our executive and administrative offices are located. We also lease office spaces in Dallas, Texas for investor relations and some accounting functions and in Singapore for accounting and administration of Vastland Holdings. In Beijing and Nanning, China we lease offices for Candidsoft . We do not own any real property.
We believe that our current facilities are suitable and adequate to meet our current needs, and that suitable additional or substitute space will be available as needed to accommodate expansion of our operations. Our growth strategy includes acquisition of additional business to complement and strengthen our current offering of products and services. If our current or planned efforts in this regard are successful, we may obtain additional leased or owned property in connection with an acquisition.
Item 3.
Item 3. Legal Proceedings
From time to time we are involved in various claims and other legal proceedings which arise in the normal course of our business. Such matters are subject to many uncertainties and outcomes that are not predictable. However, based on the information available to us and after discussions with legal counsel, we do not believe any such proceedings will have a material adverse effect on our business, results of operations, financial position or liquidity. We cannot provide assurance, however that damages that result in a material adverse effect on our financial position or results of operations will be not be imposed in these matters.
Since July 2008, the Company has been subject of an ongoing investigation by the U.S. Securities and Exchange Commission (“SEC”). The Company and its officers and directors have been cooperating with the investigation and will continue to do so. The SEC’s investigation has been wide in scope, but has focused on press releases and disclosures regarding the prospects of the Company’s business in China, press releases and disclosures related to Flint Telecom’s 2009 acquisition of certain of the Company’s subsidiaries, related party transactions and disclosures regarding the same, and investor awareness of the Company’s stock conducted by third parties. The Company and certain of its officers have received several subpoenas for documents and testimony during the SEC’s investigation. The Company cannot predict when the investigation will be completed or the further timing of any other developments in connection with the investigation nor can the Company predict the result or outcome of the SEC investigation. The outcomes could include payments of fines or disgorgement or other relief with respect to the Company or its officers, directors, or employees that could be material to the Company. Further, expenses incurred in connection with the investigation (which include substantial fees for lawyers) continue to adversely affect the Company’s cash position and profitability.
Subsequent to year end the Company filed a lawsuit against a lender to one of its subsidiaries claiming damages for breach of contract and other claims. The amount of the debt in dispute is $617,800, and the Company has recorded the full amount on its books.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Price
While there is no established trading market for our common stock, our common stock is currently quoted on the Pink Sheets (www.pinksheets.com) include the symbol CHVC.PK. The following table shows the range of high and low bid prices for our common stock as reported by the Pink Sheets, as the case may be, for each quarter since the beginning of fiscal year 2008. The quotations reflect inter-dealer prices, without retail markup, markdown or commission and may not represent actual transactions.
On February 14, 2011, the bid and ask prices for our common stock as reported on the Pink Sheets were $.020 and $.029 per share, respectively.
As of June 30, 2010, approximately 350,000 shares of our common stock are subject to outstanding options or warrants to purchase, or securities convertible into, our common shares. Approximately 105,154,495 shares of our outstanding common stock could be sold pursuant to Rule 144 under the Securities Act of 1933. Of the balance of our 171,020,688 shares outstanding, 65,286,193, are free trading and remainder, 580,000, were issued in the previous six months and will be eligible to be sold pursuant to Rule 144 after the shares have been held for six months.
We have not agreed to register any shares of our common stock that are currently outstanding.
Dividend Policy
We have never declared or paid any cash dividends on our common stock and do not expect to pay any cash dividends for the foreseeable future. We intend to retain future earnings, if any, in the operation and expansion of our business. Any future determination to pay cash dividends will be made at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements and other factors that our board of directors deems relevant. Investors should not purchase our common stock with the expectation of receiving cash dividends.
Stockholder Matters
As of June30, 2010, a total of 171,020,688 shares of common stock were outstanding and held of record by 1,088 persons.
Recent Sales of Unregistered Securities
The following is a summary of transactions by our company within the past three years involving sales of its securities that were not registered under the Securities Act of 1933 (the “Act”). For each transaction we relied upon the following exemption(s) from registration under the Act, and each such issuance is noted at the end to correspond to one of these exemptions:
(1)
Exempt under Section 4(2) of the Act as a sale for cash to a small group of accredited or otherwise sophisticated investors not involving any public offering.
(2)
Exempt under Section 4(2) of the Act as an issuance of securities as consideration for an acquisition of a company or block of assets from a small group of sophisticated sellers.
(3)
Exempt under Regulation S promulgated under the Act as issuances of restricted shares to non-US persons who provided subscription representations in private transactions without any advertising or public solicitation.
(4)
Exempt under Regulation D promulgated under the Act and Rule 506 thereof as sales to all accredited investors who provided subscription representations in offerings that were not subject to public solicitation and in which Form D notices were filed.
(5)
Exempt under Section 4(2) as issuances of stock in lieu of compensation or consulting fees to a small member of sophisticated persons not involving any public offering.
(6)
Exempt under such 3(a)(9) of the Act as an exchange of securities for other outstanding securities of the Registrant.
(7)
Exempt under Section 4(2) of the Act as issuance of shares as additional consideration for loans to the Registrant or in lieu of interest on loans, to institutional and other accredited investors.
Common Stock
From July 1, 2008 to September 30, 2008, we issued 3,189,509 shares.
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85,000 shares were issued to two persons for consulting services valued at $42,500. (5)
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27,200 shares were issued to one person in exchange for cancellation of a $5,000 Note payable and accrued interest. (7)
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2,058,144 shares were issued to 43 non-US persons in a Regulation S offering for net proceeds of $305,136. (3)
· 731,665 shares were issued to 10 US persons in a Regulation D offering for net proceeds of $207,500. (4)
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100,000 shares were issued to one non-US person for patent rights valued at $49,000. (2)
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187,500 shares were issued to on US person, a former shareholder in PhoneHouse, pursuant to the earnout agreement. (2)
From October 1, 2008 to December 31, 2008, we issued 5,644,132 shares.
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1,268,000 shares were issued to 22 persons for consulting services valued at $284,715. (5)
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3,505,464 shares were issued to 64 non-US persons in a Regulation S offering for net proceeds of $355,464. (3)
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66,668 shares were issued to 4 US persons in a Regulation D offering in correction of a prior issuance. (4)
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804,000 shares were issued to one US person, a former shareholder in PhoneHouse, pursuant to the earnout agreement. (2)
From January 1, 2009 to March 31, 2009, we issued 18,249,850 shares.
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139,500 shares were issued to 4 persons for consulting services valued at $29,490. (5)
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3,010,350 shares were issued to 4 non-US persons in transactions under Regulation S, for net proceeds of $411,024. (3)
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100,000 shares were issued to 1 US person in a Regulation D offering in correction of a prior issuance. (4)
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15,000,000 shares were issued to one US person, pursuant to the Stock Purchase Agreement with Flint dated January 29, 2009. Information regarding this issuance is incorporated by reference to Registrant’s Form 8-K filed on February 2, 2009. (2)
From April 1, 2009 to June 30, 2009, we issued 280,500 shares.
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280,500 shares were issued to 1 U.S. person in a Regulation D offering in correction of a prior issuance. (4)
From July 1, 2009 to September 30, 2009 we issued 136,000 shares.
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136,000 shares were issued to 2 non U.S. persons in a transaction under Regulation S for net proceeds of $4,730. (3)
From October 1, 2009 to December 31, 2009 we issued 31,250 shares.
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31,250 shares were issued to 1 non U.S. person in a transaction under Regulation S in correction of a prior issuance. (3)
From January 1, 2010 to March 31, 2010 no shares were issued.
From April 1, 2010 to June 30, 2010 we issued 580,000 shares.
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40,000 shares were issued to 1 non U.S. person in a transaction under Regulation S for a net proceeds of $2,400. (3)
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500,000 shares were issued to 1 U.S. person as dividend on Series A Preferred Stock valued at $25,000. (6)
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40,000 shares were issued to 1 U.S. person as compensation valued at $2,000. (5)
Preferred Stock
We have issued the following shares of our Series A Preferred Stock:
· On October 1, 2008 we issued 2,000 shares to an affiliate of our CFO, D. Ronald Allen, in exchange for assumption of $1,000,000 debt. (2)
· On November 1, 2008 we issued 1,250 shares to an affiliate of our CFO, D. Ronald Allen in exchange for the assumption of $361,243 of debt through acquisition of two subsidiaries of the Company. (2)
Warrants
No warrants were issued during the year ended June 30, 2010.
In the case of all issuances other than pursuant to Regulation D or Regulation S, the Company believes the investor or its purchase representative was reasonably believed to have such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment, (b) the investor or its purchaser representative were provided with required information and an opportunity to obtain additional information a reasonable period of time prior to the transaction, (c) the investor or its purchaser representative were advised of the limitations on resale of the Common Stock, (d) the investor represented its intention to acquire the securities for investment only and not with view to or for sale in connection with any distribution thereof, and (e) appropriate legends were affixed to the instruments issued in the transactions.
Item 6.
Item 6. Selected Financial Data
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
Management’s Discussion and Analysis of Financial Condition
and Results of Operation
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this registration statement. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this registration statement, particularly in “Risk Factors” in Item 1A.
General
The following discussion should be read in conjunction with the Consolidated Financial Statements and the notes thereto and the other financial information appearing elsewhere in this Registration Statement. Certain statements contained in this Registration Statement and other written material and oral statements made from time to time by us do not relate strictly to historical or current facts. As such, they are considered “forward-looking statements” that provide current expectations or forecasts of future events. Such statements are typically characterized by terminology such as “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “strategy” and similar expressions. Our forward-looking statements generally relate to the prospects for future sales of our products, the success of our marketing activities, and the success of our strategic corporate relationships. These statements are based upon assumptions and assessments made by our management in light of its experience and its perception of historical trends, current conditions, expected future developments and other factor our management believes to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including the following: our ability to achieve profitable operations and to maintain sufficient cash to operate its business and meet its liquidity requirements; our ability to obtain financing, if required, on terms acceptable to it, if at all; the success of our research and development activities; competitive developments affecting our current products; our ability to successfully attract strategic partners and to market both new and existing products; exposure to lawsuits and regulatory proceedings; our ability to protect our intellectual property; governmental laws and regulations affecting operations; our ability to identify and complete diversification opportunities; and the impact of acquisitions, divestiture, restructurings, product withdrawals and other unusual items. A further list and description of these risks, uncertainties and other mattes can be found elsewhere in this Registration Statement. Except as required by applicable law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
The Company’s financial statements for the year ended June 30, 2010 and the accompanying notes have not been audited by an independent public accountant as required by Rule 8-02 of Regulation S-X.
Plan of Operation
We were incorporated on August 7, 2003 and began business as China Voice Holding Corp after a reorganization and name change on April 1, 2004. The Company obtained licenses to provide telecommunications services in The People’s Republic of China in 2005 and acquired its Chinese operating subsidiary, Candidsoft Technologies Co. Ltd. of Beijing (“Candidsoft”) effective January 18, 2006. Candidsoft had developed its patented SKY O/A ™ office automation platform, which is currently supporting over one million users in China, and during 2006 we began to develop the SKY O/A ™ platform into an Office Automation with VOIP and Telephony services platform capable of providing fully integrated voice and data telephony solutions to Government Agencies and large enterprises. This service offering proved to be very popular and we were awarded five contracts with three large Chinese government agencies.
During the year ended June 30, 2009, our products began to be utilized in China, but we were subjected to a long delay in implementing our plan because of the merger between China Netcom and China Unicom. The delay led to the Company to determine that the values of its telecom licenses and software licenses, totaling $6,214,574, had been impaired as of June 30, 2009 because the licenses were not generating current revenue.
Further delays in implementing the Company’s plans in China have resulted in a write off of the value of the Company’s China operations, $6,372,932, in the year ended June 30, 2010.
In addition to our business in China, during the years ended June 30, 2008 and 2009, we have established businesses in the United States in telecommunications services, prepaid calling card distribution, prepaid cellular products and services distribution and advanced broadband hardware distribution. The Company acquired and established companies operating in the broadband and VoIP hardware and VoIP telecommunication services and calling card distribution segments to provide infrastructure to cross market Asian products as well as to provide profits to cover U.S. corporate overhead. Using these companies as a base, the Company entered the telecommunications services segment and greatly expanded its prepaid calling card and cellular distribution business. As a result, the Company has realized substantial sales growth from the year ended June 30, 2008 and the six months ended December 31, 2008.
On January 29, 2009, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) and a Stock Purchase Agreement with Flint Telecom Group, Inc. (“FLTT or Flint”), a U.S. telecommunications technology and services company which is traded on the OTCBB market under the symbol FLTT. Under the Merger Agreement, Company’s subsidiaries having U.S. business operations merged into subsidiaries of FLTT. Contemporaneously with the Merger Agreement, pursuant to the Stock Purchase Agreement, the Company issued 15,000,000 shares of Restricted Common Stock to FLTT on January 29, 2009 at closing.
The Company received total consideration of $500,000 cash and 21,000,000 shares of Restricted Common Stock of FLTT at the January 29, 2009 closing. In addition, the Company received payments of $700,000, for a total cash payment of $1,200,000 cash and $1,800,000 of FLTT Preferred Stock, along with FLTT’s non interest bearing Promissory Note for $7,000,000 payable in three equal installments on December 31, 2009, July 31, 2010, and December 31, 2010. Prior to June 30, 2009, FLTT has also redeemed $550,000 worth of Preferred Stock. The total consideration was $1,200,000 cash, $1,800,000 of redeemable Preferred Stock, the $7,000,000 Promissory Note and 21,000,000 shares of Restricted Common Stock of FLTT, valued at $7,980,000, for a total consideration of $17,980,000. The Company has allocated $3,150,000 of the total consideration for the issuance of stock and $14,830,000 to the sale of the subsidiaries and recognized a gain of $4,648,937. The Company has deferred a gain of $3,850,000 as of June 30, 2009 until the receipt of the proceeds of the $7,000,000 Promissory Note is no longer uncertain. The $7,000,000 was due from FLTT in three equal installments on December 31, 2009, July 31, 2010 and December 31, 2010. Flint failed to make the payments due December 31, 2009, and the Company has written off the balance of its investment, $7,821,566, as of June 30, 2010. Finally, the Company took back 15,000,000 shares of its Common Stock which Flint had not paid for.
Because of delays experienced in receiving payments from Flint, in late 2009 and early 2010, CHVC established two U.S. subsidiary companies to rebuild its U.S. operations, Wize Prepaid Inc. and CVC Globalcall Inc. The companies engage in two related activities; as a provider of prepaid calling cards targeted at large population ethnic groups and as a provider of wholesale VoIP telecommunications services focused on selling high volumes of international termination minutes to Carrier and other Service Provider customers.
The Company anticipates that it will expand through synergistic acquisitions and will require additional working capital to fund the expansion in the fiscal year ended June 30, 2011. It is planning to obtain the funding from debt and equity offerings. However, there can be no assurance that any funding will be obtained by the Company.
Comparisons by Period
Revenues . Revenues for the year ended June 30, 2010 were $4,599,233, a $3,847,500 increase as compared to $751,723 for the year ended June 30, 2009. This increase was the result of business generated through the start up of the Company’s U.S. businesses.
Gross Profit . Gross profit for the year ended June 30, 2010 was $226,791, an increase of $197,184 versus $29,607 for the year ended June 30, 2009. The increase in gross profit is attributed to the increase in Company revenues.
Operating Expenses . For the year ended June 30, 2010 expenses were $7,652,463, a $2,063,727 decrease versus the $9,716,190 reported for the year ended June 30, 2009. The decrease was caused by the non cash impairment of $6,214,574 in 2009 versus $6,372,932 in 2010 and a reduction of $1,149,137 in professional fees and other operating expenses of $1,125,685.
Other Income and Expenses . The Company’s other income net of other expenses for the year ended June 30, 2010 was a net loss of $633,677 compared to a gain of $604 for the year ended June 30, 2009, a net decrease of $634,281.
The decrease in net income or expense was primarily caused by an increase of $612,477 in interest and other financial charges. Several other smaller changes produced a net decrease of $21,804 to bring the total change to $634,281.
Gain or Loss on Equity Investment . For the year ended June 30, 2010 the Company recorded a loss on its equity investment in Flint of $7,821,566 versus a loss during the year ended June 30, 2009 of $1,408,434, representing the Company’s portion of the Flint loss for the period after January 29, 2009 and the write off of the Flint investment in 2010.
Net Loss . For the year ended June 30, 2010 the Company reported net loss of $15,846,169 compared to a loss of $6,370,697 for the year ended June 30, 2009. The $9,475,472 increase in net loss is primarily the result of the 2009 $4,648,937 income arising from the Flint sale, the subsequent write off of $7,821,566, the $6,214,574 and $6,372,932 non cash impairment loss for 2009 and 2010, and reduced operating expenses in 2010.
Discontinued Operations
During the years ended June 30, 2009 the Company sold its U.S. operating subsidiaries, reporting a gain of $4,648,937 in the year ended June 30, 2009.
The operating income or loss from the discontinued operations is repored as a single net number on the income statement. The Company reported net operating income of $250,015 from sales of $33,854,335 in the year ended June 30, 2009.
The net income from discontinued operations was $4,898,952 in the year ended June 30, 2009.
Liquidity and Cash Resources
For the year ended June 30, 2010 the Company reported a net loss of $15,846,169 compared to a loss of $6,370,697 for the prior period. The Company’s cash balance at June 30, 2010 was $58,452.
The Company had a decrease in cash of $126,968 for the year ended June 30, 2010, compared to a decrease in cash of $1,910,650 for the comparable period of 2009. Cash resources of $2,279,379 were used in continuing operations for the year ended June 30, 2010 as compared to $2,519,395 used in continuing operations for the same period of 2009. Cash used by investing activities of continuing operations was $58,133 for the year ended June 30, 2010 as compared to $1,695,951 provided in investing activities for the same period of 2009. Cash provided in financing activities of continuing operations was $2,094,278 for the year ended June 30, 2010 as compared to $823,335 used for the same period in 2009. Our principal sources of cash during the year ended June 30, 2010 were the proceeds of debt financing.
For the year ended June 30, 2011, the Company anticipates that profitability will be improved, although additional financing will be needed to fund anticipated Company expansion through acquisitions. The Company anticipates that its cash needs for the year ended June 30, 2011 will be met by issuances of equity and/or debt by the Company, although no assurance can be given that such funding will be available.
Critical Accounting Practices
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the periods reported. Actual results could differ from those estimates. We believe the following are the critical accounting policies, which could have the most significant effect on our reported results and require the most difficult, subjective or complex judgments by management.
The Company has not been able to produce an audit because of material uncertainties regarding its viability and asset valuations. The Company anticipates that these uncertainties will be alleviated during its year ended June 30, 2011 and believes that the Company will be able to obtain the required audited and reviewed statements.
Ownership in China Operations
CHVC through its subsidiaries offers network design and international office-automation software and technology services to government agencies in the People’s Republic of China (“PRC”).
To meet ownership requirements under Chinese laws that restrict a foreign company from operating in certain industries such as value-added telecommunication services, CHVC has entered into technology service and ownership trust agreements with CHVC’s affiliate that is incorporated in China: Candidsoft Technologies Co, Ltd of Beijing (“Candidsoft”) Management periodically evaluates its effective legal control over its Chinese subsidiaries on an ongoing basis in accordance with new developments in China and/or laws passed by the PRC. Based on this review, it believes it has the ability to effectively maintain control of the operations of the subsidiaries and consolidates them accordingly.
Capitalized Software Development Costs
The Company accounts for software and development costs under SFAS 86, Accounting for the Costs of Software to be Sold, Leased, or Otherwise Marketed. All of the Company’s Software related costs pertained to the communications software development segment of the business. The Company capitalized software costs of $72,250 related to the Company’s interest in Candidsoft. In 2007, the Company performed an impairment review on its software costs and recorded an aggregate impairment of $69,240 for the software development costs.
Business Combinations
The Company accounts for business combinations in accordance with Statement of Financial Accounting Standard No. 141, “Business Combinations” (SFAS No. 141). SFAS No. 141 requires that the purchase method of accounting be used for all business combinations. SFAS No. 141 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually by comparing carrying value to the respective fair value in accordance with the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (SFAS No. 142). This pronouncement also requires that the intangible assets with estimated useful lives to amortized over their respective estimated useful lives.
Goodwill and Other Intangible Assets
In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” the Company tests its goodwill for impairment at least annually by comparing the fair value of these assets to their carrying values. As a result of such tests, the Company may be required to record impairment charges for these assets if in the future their carrying values decrease in their fair values.
Other intangible assets are amortized using the straight-line method over their estimated useful period of benefit. We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists.
Stock-Based Compensation
The Company applies for the fair value method of Statement of Financial Accounting Standards No. 123R, “Accounting for Stock Based Compensation” (SFAS No. 123R) in accounting for its stock options. This standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The fair value for each option granted is estimated on the date of the grant using the Black-Scholes option pricing model. The fair value of all vested options granted has been charged to salaries, wages and benefits in accordance with SFAS No. 123R. Common stock granted to employees, directors, and consultants is charged to operating expense based on the fair value of the stock at the date the stock purchase rights are granted.
Impairment of Long-Lived Assets and Other Intangible Assets
The Company reviews the carrying value of its long-lived assets, including indefinite-lived intangible assets consisting primarily of goodwill and telecommunications licenses in China, whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of the assets by estimating the future net cash flows expected to result from the assets, including eventual disposition. If the future net cash flows are less than the carrying value of the assts, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value. As of June 30, 2009, management determined that impairment was indicated for its telecom licenses and software license, totaling $6,214,574, because of implementation delays and the fact that no current revenues were generated, and as of June 30, 2010 management determined that the Company’s China assets had been fully impaired and wrote off $6,372,932.
Revenue Recognition
Revenue from calling cards, prepaid cellular products and broadband hardware sales are recognized upon delivery or shipment of the hardware to broadband service providers at which time title is passed; there are no uncertainties regarding customer acceptance; persuasive evidence of an arrangement exists; the sales price is fixed and determinable; and collectability is deemed probable. The Company recognizes revenues based on gross revenues reporting pursuant to EITF 99-19.
Revenue from telecommunications services is recognized when the services are provided.
Revenue from installation contracts is recognized on the completed contract method. A contract is considered complete when all costs except insignificant items have been incurred and the installation is operating according to specifications and has been accepted by the customer.
Revenue from software communications development is recognized upon completion of installation and delivery to customers at which time title is passed; there are no uncertainties regarding customer acceptance; persuasive evidence of an arrangement exists; the sales price is fixed and determinable; and collectability is deemed probable.
Convertible Debt
Convertible debt with beneficial conversion features, whereby the conversion feature is “in the money” are accounted for in accordance with guidance supplied by Emerging Issues Task Force (“EITF”) No. 98-5, “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios” and EITF No. 27, “Application of Issue 98-5 to Certain Convertible Instruments”.
For convertible debt and related warrants, the recorded debt discount is calculated at the issuance date as the difference between the conversion price and the relative fair value of the common stock into which the security is convertible or exercisable.
Net Loss per Share
The Company follows the guidelines of Statement of Financial Accounting Standards No. 128, “ Earnings per share ” (“SFAS No. 128”) in calculating its loss per share. SFAS No. 128 states basic and diluted earnings per share are based on the weighted average number of common shares and equivalent common shares outstanding during the period. Common stock equivalents for purposes of determining diluted earnings per share include the effects of dilutive stock options, warrants and convertible securities. The effect on the number of shares of such potential common stock equivalents is computed using the treasury stock method or the if-converted method, as applicable. The Company has excluded all outstanding stock options and warrants as well as shares issued upon conversion of debt from the calculation of diluted loss per share because these securities are anti-dilutive.
Contractual obligations
Item 7A.
Item 7A. Qualitative and Quantitative Disclosures About Market Risk.
Not required for small reporting company.
Item 8.
Item 8. Financial Statements and Supplementary Data
Attached hereto beginning with Page
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A(T)
Item 9A(T) Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of its disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the Exchange Act) means controls and other procedures of a company that are designed to ensure that this information is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include 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, as appropriate to allow timely decisions regarding required disclosure. Based upon their evaluation of its disclosure controls and procedures, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2010 and as of the date of filing, the controls, and procedures were effective at a reasonable assurance level and will continue to operate as designed excepted as related to the Company’s inability to obtain an audit because ofuncertainties regarding the viability of the business and asset valuations.
Registrant maintains certain internal controls over financial reporting that are appropriate, consistent with cost-benefit considerations, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
(b)
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Our management has concluded that, as of June 30, 2010, our internal control over financial reporting is effective based on these criteria, except as related to the Company’s inability to obtain an audit because of material uncertainties regarding viability and asset valuations. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.
Changes in Internal Control over Financial Reporting
There were no changes in the company’s internal control over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
The directors, executive officers and certain significant employees of CHVC are set forth below. None of such persons has been involved in any legal proceeding enumerated in Securities and Exchange Commission Regulation S-K, Item 401, within the time periods described in that regulation.
Executive Officers, Directors and Certain Significant Employees
The following table contains information with respect to our directors and executive officers:
Name
Age
Position
Bill Burbank
Chief Executive Officer, President and Director
D. Ronald Allen
Chief Financial Officer and Director
Chun Lin Xing
President of China Operations
Han Boon (Jason) Lim
Chief Operating Officer, Asia Operations
Bill Burbank has served as our Chief Executive Officer, President and a Director since September 2006. Mr. Burbank brings more than 25 years of success in business development and operations experience to the company. He has extensive experience in working with both private and public emerging technology development companies in the U.S., Canada and Asia. He was Chief Executive Officer of VCG Technologies, Inc from April 2006 until we acquired that company and he became our Chief Executive Officer. Prior to that, Mr. Burbank was Chief Operating Officer of VoIP, Inc. from December 2004 to February 2006, where he managed the operations of multiple subsidiaries in the telecommunications market with combined annual revenues over $40 million. Mr. Burbank was Vice President of Business Development and Chief Marketing Officer for Pony Express U.S.A., Inc., a package delivery company, from October 2002 to November 2004.
D. Ronald Allen has served as our Chief Financial Officer and a director since January 2004. As co-founder of our company, he has held the positions of Chairman, CEO, President and Secretary of the Company. From 1999 to November 2004 Mr. Allen served as CEO and Chairman of Global Innovation Corp. (OTCBB symbol: GINV), an electronics manufacturer formerly known as Performance Systems, Inc. serving the high-speed wireless communications industry, the digital electronics market and the broadband communications industry with applications in both commercial and military markets. Mr. Allen was an officer and director of a former subsidiary of GINV, Performance Interconnect Corp. which, after several years of inactivity, petitioned for bankruptcy under Chapter 7 of The U. S. Bankruptcy Code in October of 2006. He was a partner of KPMG Peat Marwick from 1981 to 1984 and is a Certified Public Accountant. After leaving public accounting in 1984, Mr. Allen has worked as a financial consultant and manages investments in real estate and small businesses.
Chun Lin Xing has served as our President of China Operations since 01/18/2006. Mr. Xing manages our China Operations. He has over 15 years experience in IT businesses in China and has founded four start-up companies. He was the founder and Chief Executive Officer of Beijing CandidSoft Beijing, China from 2002. Prior to this, Mr. Xing was the Managing Director of IBC China Co. (International Business Center), a venture between investors from the United States and Singapore and China’s National Information Center, from 1997 to 2000. He is also a world renowned expert and innovator in the office automation software industry, having won several technology prizes and Innovation Awards granted by the State Government and the Ministry of Science and Technology of China.
Han Boon (Jason) Lim has served as our Chief Operating Officer, Asia Operations since 03/01/2004. Prior to joining the Company, he was Chief Operating Officer of WBC Pte Ltd, a joint venture with IBC Corp. of Dallas, Texas from 04/01/2003 to 02/28/2004, where he led operations of the DVB IP-Casting division. Mr. Lim was Director of Product Development for VoIUM Technologies from 10/01/2001 to 02/28/2004, where he was responsible for designing and managing the development of wireless products and directed the regional expansion of VoIUM’s operations. Mr. Lim served as Vice President, Information Technologies of AirGateway Pte Ltd from 06/01/2000 to 09/30/2001, Chief Infrastructure Officer of WAPworkz Technologies Pte Ltd. from 10/01/1999 to 05/31/2000, and as lead IT Consultant for Webpoint Technologies from 05/01/1996 to 09/30/1999. Jason holds a Microsoft Certified Professional Certification and a Bachelors Degree in Computer Engineering with Specialization in Networks and Database Systems from Nanyang Technological University. He is a commissioned officer in the Singapore Armed Forces holding the rank of Captain.
Item 11.
Item 11. Executive Compensation
Executive Compensation in Fiscal Year 2010
The following table sets forth the compensation earned by our Chief Executive Officer, Chief Financial Officer and the other most highly compensated executive officers in the fiscal year ended June 30, 2010. We refer to these individuals collectively as the named executive officers.
Summary Compensation Table
1. Consists of $25,000 to each of Messrs. Burbank and Allen for their service on our board of directors.
2. The Company does not issue stock options to its officers.
3. The Stock awards consist of vested shares of common stock valued at the closing stock price on the date issued, consistent with the amounts reported in the Company’s financial statements.
The following table sets forth certain information concerning outstanding equity awards held by our named executive officers at June 30, 2010:
Outstanding Equity Awards at Fiscal Year-End
Employment Arrangements with Named Executive Officers
The Company’s only employment contract is with its president, Bill Burbank. Such agreement is for a term of three years beginning August 31, 2006, and will automatically renew for subsequent six monthly periods unless terminated by either party at least 90 days prior to end of a term. Compensation to Mr. Burbank was $15,500 per month through January 31, 2009, and $10,000 per month thereafter; in addition, he received a bonus of $150,000 which he subsequently paid back to the Company to support the Company’s operation. The Company expects to return Mr. Burbank’s salary at $15,500 per month when additional funding becomes available.
Equity Compensation Plan
The Company does not currently have a formal Equity Compensation Plan or 401K Plan but does use its restricted securities to entice key employees and to provide additional performance based compensation. A former Equity Compensation Plan was terminated and currently has no participants.
Director Compensation in Fiscal Year 2010
Name
Fees Earned or
Paid in Cash
($)
Stock
Awards
($)(5)
Option Awards
($)(5)
Total
($)
Bill Burbank
25,000
$25,000
D. Ronald Allen
25,000
$25,000
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table provides information concerning beneficial ownership of our common stock as of June 30, 2010, by:
·
all persons (including any “group” as that term is used in section 13(d)(3) of the Exchange Act) who are known to us to be the beneficial owner of more than five percent of our common stock;
·
each of our named executive officers;
·
each of our directors; and
·
all of our directors and executive officers as a group.
The following table lists the number of shares and percentage of shares beneficially owned based on 171,020,688 shares of common stock outstanding as of June 30, 2010.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, and generally includes voting power and/or investment power with respect to the securities held. Shares of common stock subject to options and warrants currently exercisable or exercisable within 60 days of June 30, 2009, are deemed outstanding and beneficially owned by the person holding such options or warrants for purposes of computing the number of shares and percentage beneficially owned by such person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, the persons or entities named have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.
Unless otherwise indicated, the principal address of each of the persons below is c/o China Voice Holding Corp., 327 Plaza Real, Suite 319, Boca Raton, Florida 33432.
(1)
Mr. Burbank’s shares are held by the William F. Burbank Trust.
(2)
Mr. Allen has voting control of these shares as an officer and director of Touchstone Enterprises, Inc., owning 2,009,000 shares, Associates Funding Group Inc., Trustee, owning 212,000 shares, and Winterstone Equities Inc., owning 27,465,905 shares. Mr. Allen disclaims ownership of these shares.
(3)
Mr. Khoo has voting control of these shares as an officer and director of International Christian Mission, owning 900,000 shares and Nations Corp. Ltd., owning 8,060,000 shares. In addition, 1,703,000 shares owned by Nutripharm Ltd., owned by his wife, are attributed to him. Mr. Khoo has no ownership interest in these entities.
(1)
Mr. Allen has voting control of these shares as an officer and director of Caleb Development Corp., owning 2,509 shares, Associates Funding Group Inc., owning 684 shares, Associates Funding Group Inc., Trustee, owning 350 shares, and Integrated Performance Business Systems, Inc., owning 1,755 shares. Mr. Allen has an ownership interest only in Associates Funding Group Inc. Each share of Series A Preferred Stock is entitled to vote the equivalent of 2,500 shares of common stock, or a total of 13,120,000 shares, representing 7.12% of all voting power outstanding.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Related Party Payables
A company owned or controlled by D. Ronald Allen, a major stockholder, director and officer of CHVC, has loaned funds to the Company secured by all of the assets of the Company. These advanced funds are due on demand and bear interest at 18%. The balance as of June 30, 2010 and 2009 was $322,784 and $322,784, respectively.
Bill Burbank, a director and CEO of the Company has advanced funds to the Company on unsecured terms bearing interest at 8%. The balance on these advances was $27,500 and $6,990 as of June 30, 2010 and 2009.
The Company has accrued but not paid a total of $106,539 and $0 of compensation due to officers and directors as of June 30, 2010 and 2009.
An employee of one of the Company’s China subsidiaries has advanced funds to the Company on unsecured terms. This advance does not bear interest. The balance due on this advance was $73,048 as of June 30, 2009.
Related Party Notes
Notes payable of $782,000 and $341,000 as of June 30, 2010 and 2009 were payable to investment entities controlled by D. Ronald Allen, a director and CFO of the Company. The notes are secured by certain assets of the Company and bear interest at 18% per annum and are due on August 15, 2010.
A note payable of $100,000 was payable to a relative of director and CEO, Bill Burbank, as of June 30, 2010.
Agency Agreement
A corporation controlled by Hin Hiong Khoo, a related party, acts as agent for the Company by holding a Singapore bank account and shares of Vastland for the benefit of the Company.
Joint Ventures
The Company has entered into a joint venture with WRIO, Corp., dated May 31, 2006, wherein WRIO , Corp. and the Company, through contribution of $1,000 each, are 50/50 partners in the exploitation of wireless broadband technology owned by WRIO, Corp. in China. WRIO, Corp. is controlled by D. Ronald Allen, an officer and director of the Company. No revenues were earned under this joint venture during 2008 and 2007, accordingly, no revenues or expense have been reflected in these financial statements. The Joint Venture owes the Company $0 as of June 30, 2010 and $92,300 as of 2009.
Preferred Stock
All of the Company’s preferred stock shares are directly or indirectly owned by entities that are owned or controlled by D. Ronald Allen. As such, Mr. Allen has all voting rights relating to this class of stock.
We have issued the following shares of our Series A Preferred Stock to Affiliates of our CFO, D. Ronald Allen:
October 1, 2008
·
2,000 shares issued in exchange for the assumption of $1,000,000 debt. (1)
November 1, 2008
·
1,250 shares issued in connection with disposition of certain securities. (1)
We redeemed the following shares of our Series A Preferred Stock from affiliates of our CFO D. Ronald Allen:
On September 30, 2008, the Company redeemed 455 shares of Series A Preferred Stock for $454,500 to a third party. (1)
On December 31, 2008 the Company redeemed 207 shares of Series A Preferred Stock for $206,500 to a third party. (1)
On March 31, 2009 the Company redeemed 399 shares of Series A Preferred Stock for $399,000 to a third party. (1)
On June 30, 2009 the Company redeemed 245 shares of Series A Preferred Stock for$245,095, of which $95,095 was to a third party.
__________________________
(1) The shares of Preferred Stock were held to collateralize obligations to third parties assumed by CFO D. Ronald Allen.
Guarantees
Certain of the Company’s notes payable due to third parties have been guaranteed by companies owned or controlled by D. Ronald Allen.
Item 14.
Item 14. Principal Accountant Fees and Service
2.
Audit Related Fees - None
3.
Tax Fees - None
4.
All Other Fees - None
5.
All Auditing work and other work proposed to be performed for the Company must be approved by the Audit Committee.
6.
Not applicable.
Item 15.
Item 15.
Exhibits and Financial Statement Schedules
(1) Previously filed with the initial Form 10 filing on August 6, 2008 or later filings on October 29, November 26, December 12, and December 31, 2008 and are incorporated herein by reference.
(2) Previously filed with Form 8-K filed on February 4, 2009 and incorporated herein by reference.
(3) Previously filed with Form 8-K filed on April 30, 2009 and incorporated herein by reference.
(4) Previously filed with Form 8-K filed on June 4, 2010 and incorporated herein by reference.
(5) Filed herewith
(6) Not being filed.
INDEX TO COMBINED FINANCIAL STATEMENTS
CHINA VOICE HOLDING CORP.
Independent Auditor’s Report
The unaudited financial statements and accompanying notes have not been audited by an independent public accountant as required by Regulation S-X because of material uncertainties regarding the Company’s viability and asset valuations.
During the years ended June 30, 2010 and 2009, the Company had significant operating losses which raise substantial doubt about the Company’s ability to continue as a going concern. As shown in the accompanying financial statements, the Company has incurred net losses of $15,846,169 and $6,370,697 for the years ended June 30, 2010 and 2009, respectively. Additionally, during the years ended June 30, 2010 and 2009, the Company has used cash flow in continuing operations of approximately $2,279,379 and $2,519,395. Accumulated deficit amounted to $46,081,924 and $29,576,504 as of June 30, 2010 and 2009, respectively, and there was a deficit in shareholder equity of $2,611,043 at June 30, 2010.
The Company anticipates that it will be able to alleviate these uncertainties during its year ended June 30, 2011 and obtain an audit and reviews as required by Regulation S-X. However, no assurance can be given at this time that the Company will be able to obtain an audit for the year ended June 30, 2010.
CHINA VOICE HOLDING CORP.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements
Years Ended June 30, 2010 and 2009
THE UNAUDITED FINANCIAL STATEMENTS AND ACCOMPANYING NOTES HAVE NOT BEEN AUDITED BY AN INDEPENDENT PUBLIC ACCOUNTANT AS REQUIRED BY RULE 8-02 OF REGULATION S-X, BUT IN THE OPINION OF MANAGEMENT THE STATEMENTS CONTAIN ALL ACCRUALS AND ADJUSTMENTS REQUIRED BY GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
NOTE 1 - DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business - China Voice Holding Corp. (the “Company” or “CHVC”), a Nevada corporation formed on August 7, 2003, is a diversified telecommunications company headquartered in Boca Raton, Florida. The Company operates in two countries, the United States and China. In the United States, the Company has offices and operations located in Boca Raton, Florida; and in Dallas, Texas. The Company offers VoIP communications services and prepaid calling cards in the United States. In China, the Company operates in Beijing and Nanning. As of June 30, 2010 the Company management determined that the Company’s China assets had been fully impaired and wrote off the $6,372,932 book value.
Ownership in China Operations - CHVC through its Chinese subsidiary offers network design and international office-automation software and technology services to third party customers and government agencies in the People’s Republic of China (“PRC”). To meet ownership requirements under Chinese laws, CHVC has entered into technology service, asset ownership, and ownership trust agreements with CHVC’s affiliate which is incorporated in China: Candidsoft Technologies Co, Ltd of Beijing (“Candidsoft”). Based on these agreements the Company owns 65% of Candidsoft, representing a controlling interest in its Chinese operations, and consolidated them into financial statements pursuant to ARB 51 and FAS 94. Management periodically evaluates its effective legal control over its Chinese subsidiaries on an ongoing basis in accordance with new developments in China and/or laws passed by the PRC. Based on this review, it believes it has the ability to effectively maintain control of the operations of the subsidiaries and consolidate them accordingly.
Recapitalization and Reorganization - On April 1, 2004, Surf Franchise, Inc. (“Surf”), incorporated in the State of New York on August 7, 2003, entered into a stock exchange agreement with China Voice Corporation (“CVC”), incorporated in the State of Nevada on January 15, 2004, and certain shareholders. CVC was formed to effectuate an exchange of shares between VoIUM Technologies, Ltd. (“VoIUM”) and certain shareholders. The shareholders of VoIUM exchanged ownership interest in CVC to certain shareholders in exchange for an agreement to assign their exclusive interest in value-added telecommunication licenses issued by the PRC to CVC. Upon the exchange, VoIUM became a wholly-owned subsidiary of CVC.
Pursuant to the stock exchange agreement, Surf cancelled 43,012,500 shares of its previously issued and outstanding 49,602,500 common shares and issued 50,000,000 Rule 144 restricted Surf common shares to CVC shareholders in exchange for a 100% equity interest in CVC, making CVC a wholly-owned subsidiary of Surf.
Surf was a subsidiary of a public Company through April 2004, and it operated as a shell corporation and had no business operations, assets or liabilities.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 1 - DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The above stock exchange transaction between Surf and CVC resulted in those shareholders of CVC obtaining a majority voting interest in Surf. Accounting principles generally accepted in the United States of America require that the company whose shareholders retain the majority interest in a combined business be treated as the acquirer for accounting purposes. Consequently, the stock exchange transaction has been accounted for as a recapitalization of CVC as CVC acquired a controlling equity interest in Surf, as of April 1, 2004. The reverse acquisition process utilizes the capital structure of Surf and the assets and liabilities of CVC recorded at historical cost.
Subsequent to the stock exchange, a restructuring resulted in CVC leaving the group with VoIUM, remaining as the continuing operating entity for financial reporting purposes. Although VoIUM is deemed to be the acquiring corporation for financial accounting and reporting purposes, the legal status of Surf as the surviving corporation did not change. On April 22, 2004, Surf changed its name to China Voice Holding Corp. On June 10, 2008, the Company reorganized from a New York Corporation to a Nevada Corporation.
Basis of Consolidation - The consolidated financial statements include 100% of the assets, liabilities, revenues, expenses and cash flows of China Voice Holding Corp (“CHVC”), VoIUM Technologies, LTD (“VoIUM”), Sino-Connection Corp. (“Sino-Connection”), WIZE Prepaid Inc. (“WIZE”), CVC Globalcall Inc. (“CVC Globalcall”), Voium USA Inc. (“Voium USA”), SteamJet Net, Inc. (“SJN”), Sino Beyond Ltd. (“SBL”), Vastland Holding Beijing Co. Ltd. (“Vastland”), and East West Global Communications, Inc. (“EWGC”). The Company additionally consolidated the financial statements of Candidsoft Technologies Co, Ltd of Beijing (“Candidsoft”) for which the Company owned a 65% interest for the years ended June 30, 2010 and 2009. The financial statements include consolidated income information for Communications Business Services Corp. (“CBSC”), China Voice Communications Corp (“CVCC”), VCG Technologies (“VCG”), Cable & Voice Corporation (“Cable & Voice”), StarCom Alliance Inc. (“StarCom”), Dial Tone Communications (“Dial Tone”), CVC INTL Inc. (“CVC International”), and Phone House Inc. (“Phone House”) only through the date of disposition. All intercompany accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during the respective periods are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal, as appropriate. The portion of the income applicable to non-controlling interests in subsidiary undertakings is reflected in the consolidated statements of operations.
Use of Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could differ from those estimates.
Significant estimates inherent in the preparation of the accompanying consolidated financial statements include accounting for depreciation and amortization, valuation of goodwill and other intangibles, business combinations, equity transactions, and contingencies.
Reclassifications - The Company has reclassified certain prior year amounts to conform to the current year's presentation.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 1 - DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements
Non-Controlling Interests in Consolidated Financial Statements - On December 4, 2007, the Financial Accounting Standards Board issued SFAS No. 160, Non-Controlling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51 (“SFAS 160”). SFAS 160 establishes new accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary in certain circumstances. Specifically, this statement requires the recognition of a non-controlling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the non-controlling interest will be included in consolidated net income on the face of the income statement. SFAS No. 160 is effective for fiscal years, and interim periods within these fiscal years, beginning on or after December 15, 2008. Effective January 1, 2009, the Company adopted SFAS 160. The adoption did not impact the condensed consolidated financial statements for the quarter ended March 31, 2009, except for the presentation and disclosure requirements affecting all periods presented including (a) the noncontrolling interest has been reclassified to equity, (b) consolidated net income or loss has been adjusted to include the net income or loss attributable to the noncontrolling interest, (c) for each reporting period the Company must present a reconciliation at the beginning and end of the period of the carrying amount of total equity and equity attributable to the Company and the noncontrolling interest.
In January 2009, FASB released final FSP No. EITF 99-20-1, Amendments to the Impairment Guidance of EITF Issue No. 99-20 . According to FASB, the FSP amends the impairment guidance in EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets,” to achieve more consistent determination of whether an other-than-temporary impairment (OTTI) has occurred. The FSP is effective for interim and annual reporting periods ending after December 15, 2008, and shall be applied prospectively. Retrospective application to a prior interim or annual reporting period is not permitted. We have adopted FSP No. EITF 99-20-1 and it has no material impact on the Company's consolidated financial statements.
In April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (FSP FAS 157-4). FSP FAS 157-4 amends SFAS 157 and provides additional guidance for estimating fair value in accordance with SFAS 157 when the volume and level of activity for the asset or liability have significantly decreased and also includes guidance on identifying circumstances that indicate a transaction is not orderly for fair value measurements. This FSP shall be applied prospectively with retrospective application not permitted. This FSP shall be effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity early adopting this FSP must also early adopt FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (FSP FAS 115-2 and FAS 124-2). Additionally, if an entity elects to early adopt either FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (FSP FAS 107-1 and APB 28-1) or FSP FAS 115-2 and FAS 124-2, it must also elect to early adopt this FSP. The adoption of FSP FAS 157-4 did not have a material impact on the Company’s consolidated financial statements.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 1 - DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2. This FSP amends SFAS 115, “Accounting for Certain Investments in Debt and Equity Securities,” SFAS 124, “Accounting for Certain Investments Held by Not-for-Profit Organizations,” and EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets,” to make the other-than-temporary impairments guidance more operational and to improve the presentation of other-than-temporary impairments in the financial statements. This FSP will replace the existing requirement that the entity’s management assert it has both the intent and ability to hold an impaired debt security until recovery with a requirement that management assert it does not have the intent to sell the security, and it is more likely than not it will not have to sell the security before recovery of its cost basis. This FSP provides increased disclosure about the credit and noncredit components of impaired debt securities that are not expected to be sold and also requires increased and more frequent disclosures regarding expected cash flows, credit losses, and an aging of securities with unrealized losses. Although this FSP does not result in a change in the carrying amount of debt securities, it does require that the portion of an other-than-temporary impairment not related to a credit loss for a held-to-maturity security be recognized in a new category of other comprehensive income and be amortized over the remaining life of the debt security as an increase in the carrying value of the security. This FSP shall be effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption of FSP FAS 115-2 and FAS 124-2 did not have a material impact on the Company’s consolidated financial statements.
On April 9, 2009 the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Values of Financial Instruments , which amends SFAS 107, Disclosures about Fair Values of Financial Instruments, and requires that companies also disclose the fair value of financial instruments during interim reporting similar to those that are currently provided annually. FSP No.FAS 107-1 and APB 28-1 is effective for interim reporting periods ending after June 15, 2009 and it will have no impact on the Company’s statement of financial position or results of operations.
In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events,” (FAS 165, Subsequent Events [FASB ASC 855-10-05], which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. FAS 165 also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. FAS 165 is effective for interim and annual periods ending after June 15, 2009, and accordingly, the Company adopted this Standard during the second quarter of 2009. FAS 165 requires that public entities evaluate subsequent events through the date that the financial statements are issued. The Company has evaluated subsequent events through the time of filing these consolidated financial statements with the SEC on August 10, 2009.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 1 - DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets - an amendment of FASB Statement No. 140 (“FAS 166”) [FASB ASC 860], which requires entities to provide more information regarding sales of securitized financial assets and similar transactions, particularly if the entity has continuing exposure to the risks related to transferred financial assets. FAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets and requires additional disclosures. FAS 166 is effective for fiscal years beginning after November 15, 2009. The Company has not completed the assessment of the impact FAS 166 will have on the Company’s financial condition, results of operations or cash flows.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) (“FAS 167”) [FASB ASC 810-10], which modifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. FAS 167 clarifies that the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. FAS 167 requires an ongoing reassessment of whether a company is the primary beneficiary of a variable interest entity. FAS 167 also requires additional disclosures about a company’s involvement in variable interest entities and any significant changes in risk exposure due to that involvement. FAS 167 is effective for fiscal years beginning after November 15, 2009. The Company has not completed the assessment of the impact FAS 167 will have on the Company’s financial condition, results of operations or cash flows.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles a Replacement of FASB Statement No. 162 (“FAS 168”). This Standard establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for interim and annual periods ending after September 15, 2009, and as of the effective date, all existing accounting standard documents will be superseded. The Codification is effective for the Company in the third quarter of 2009, and accordingly, the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2009 and all subsequent public filings will reference the Codification as the sole source of authoritative literature.
In December 2009, the FASB issued FASB ASU 2009-17, Consolidation of Variable Interest Entities ("FASB ASC 810"): improvements to Financial Reporting by Enterprises involved with Variable Interest Entities. This ASU amends the FASB Accounting Standards Codification for statement No.167. In June 2009, the FASB issued SFAS No.167, Amendments to FASB Interpretation No. 46(R), which requires an enterprise to perform an analysis and ongoing reassessments to determine whether the enterprises variable interest or interests give it a controlling financial interest in a variable interest entity und amends certain guidance for determining whether an entity is a variable interest entity. It also requires enhanced disclosures that will provide users of financial statements with more transparent information about an enterprises involvement in a variable interest entity. SFAS No.167 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009 and for all interim reporting periods after that, with early application prohibited. The adoption of such standard did not have a material impact on the Company's consolidated financial statements.
In January 2010, the FASB issued Accounting Standards Update 2010-05 (ASU 2010-05), "Compensation - Stock Compensation (Topic 718)". This standard codifies EITF Topic D-110 Escrowed Share Arrangements and the Presumption of Compensation and is effective immediately. The provisions of ASU 2010-05 did not have a material effect on the Company's consolidated financial statements and is effective immediately.
In January 2010, the FASB issued Update No. 2010-6, “Improving Disclosures About Fair Value Measurements” (“ASU 2010-6”), which requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair-value measurements. ASU 2010-6 is effective for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures, which are effective for annual periods beginning after December 15, 2010. The Company is currently evaluating the effect of this update on its financial position, results of operations and liquidity.
In February 2010, the FASB issued Accounting Standards Update 2010-09 (ASU 2010-09), "Subsequent Events (Topic 855)." The amendments remove the requirements for an SEC filer to disclose a date, in both issued and revised financial statements, through which subsequent events have been reviewed. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. ASU 2010-09 is effective for interim or annual financial periods ending after June 15, 2010. The provisions of ASU 2010-09 did not have a material effect on the Company's consolidated financial statements.
In February 2010, the FASB issued Accounting Standards Update 2010-10 (ASU 2010-10), "Consolidation (Topic 810)." The amendments to the consolidation requirements of Topic 810 resulting from the issuance of Statement 167 are deferred for a reporting entity's interest in an entity (1) that has all the attributes of an investment company or (2) for which it is industry practice to apply measurement principles for financial reporting purposes that are consistent with those
followed by investment companies. An entity that qualifies for the deferral will continue to be assessed under the overall guidance on the consolidation of variable interest entities in Subtopic 810-10 (before the Statement 167 amendments) or other applicable consolidation guidance, such as the guidance for the consolidation of partnerships in Subtopic 810-20. The deferral is primarily the result of differing consolidation conclusions reached by the International Accounting Standards Board ("IASB") for certain investment funds when compared with the conclusions reached under Statement 167. The deferral is effective as of the beginning of a reporting entity's first annul period that begins after November 15, 2009, and for interim periods within that first annual reporting period, which coincides with the effective date of Statement 167. Early application it not permitted. The provisions of ASU 2010-10 are effective for the Company beginning in 2010. The adoption of ASU 2010-10 did not have a material impact on the Company's consolidated financial statements.
In March 2010, the FASB issued Accounting Standards Update 2010-11 (ASU 2010-11), "Derivative and Hedging (Topic 815)." All entities that enter into contracts containing an embedded credit derivative feature related to the transfer of credit risk that is not only in the form of subordination of one financial instrument to another will be affected by the amendments in this Update because the amendments clarify that the embedded credit derivative scope exception in paragraph 815-15-15-8 through 15-9 does not apply to such contracts. ASU 2010-11 is effective at the beginning of the reporting entity's first fiscal quarter beginning after June 15, 2010. The Company is currently evaluating the impact of this accounting update on its consolidated financial statements.
In April 2010, the FASB issued Accounting Standards Update 2010-13 (ASU 2010-13), "Compensation - Stock Compensation (Topic 718)." This Update provides amendments to Topic 718 to clarity that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The provisions of ASU 2010-13 are not expected to have a material effect on the Company's consolidated financial statements.
In July 2010, the FASB issued an accounting update to provide guidance to enhance disclosures related to the credit quality of a company's financing receivables portfolio and the associated allowance for credit losses. Pursuant to this accounting update, a company is required to provide a greater level of disaggregated information about its allowance for credit loss with the objective of facilitating users' evaluation of the nature of credit risk inherent in the company's portfolio of financing receivables, how that risk is analyzed and assessed in arriving at the allowance for credit losses, and the changes and reasons for those changes in the allowance for credit losses. The revised disclosures as of the end of the reporting period are effective for the Company beginning in the second quarter of fiscal 2011, and the revised discourses related to activities during the reporting period are effective for the Company beginning in the third quarter of fiscal 2011. The Company is currently evaluating the impact of this accounting update on its financial disclosures.
Management does not believe that there are any other recently-issued accounting pronouncements, but not yet effective accounting standards, which could have a material effect on the accompanying financial statements.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 1 - DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Summary of Significant Accounting Policies
Cash and Cash Equivalents
The Company considers all highly liquid accounts with an original maturity date of three months or less to be cash equivalents. The Company maintains bank accounts in US banks which, at times, may exceed federally insured limits. The Company has not experienced any losses on such accounts and believes it is not exposed to any significant risk on bank deposit accounts. Cash accounts of foreign subsidiaries are maintained on deposit in established financial institutions in their respective jurisdiction. Although these deposits are not subject to FDIC insurance coverage provided in the United States, the Company has not experienced any losses and believes that exposure to such risk is minimized by the quality of the institutions being utilized.
Accounts Receivable
Accounts receivable represent amounts currently due to the Company under contractual obligations for services performed or products sold. When necessary, the Company evaluates and maintains an allowance for these accounts to reduce such balances to the amount deemed collectible. The allowance for doubtful accounts is based on the Company's assessment of collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, age of the accounts receivable balances, and current economic conditions that may affect a customer's ability to pay.
Inventories
Inventory consists of finished goods and is valued at the lower of cost or market using the first-in, first-out method.
Investments
The Company values the equity investments in private companies and restricted stock of public companies using the cost method of accounting. The Company monitors these investments for factors indicating a permanent impairment of value. The Company recognized an impairment loss of $7,821,566 of its investment in Flint Telecom Group Inc. for the year ended June 30, 2010, and no losses for the year ended June 30, 2009.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 1 - DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Summary of Significant Accounting Policies (Continued)
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation and any impairment loss where the recoverable amount of the asset is estimated to be lower than its carrying amount. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to working condition for its intended use. Expenditures for additions, improvements and renewals are capitalized and normal expenditures for maintenance and repairs are charged to the income statement whereas significant improvements which materially increase values or extend useful lives are capitalized and depreciated over the remaining estimated useful lives of the related assets. When assets are sold or retired, their cost and accumulated depreciation are removed from the financial statements and any gain or loss resulting from their disposal is included in the income statement. Depreciation is provided using the straight line method over the estimated useful lives of the related assets, ranging from 3 - 5 years, or over the lesser of the term of the lease or the estimated useful life of the assets under lease.
Capitalized Software Development Costs
The Company accounts for software and development costs under SFAS 86, Accounting for the Costs of Software to be Sold, Leased, or Otherwise Marketed. All of the Company’s Software related costs pertained to the communications software development segment of the business. The Company capitalized software costs of $72,250 related to the Company’s interest in Candidsoft. In 2007, the Company performed an impairment review on its software costs and recorded an aggregate impairment of $69,240 for the software development costs.
Business Combinations
The Company accounts for business combinations in accordance with Statement of Financial Accounting Standard No. 141, "Business Combinations" (SFAS No. 141). SFAS No. 141 requires that the purchase method of accounting be used for all business combinations. SFAS No. 141 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually by comparing carrying value to the respective fair value in accordance with the provisions of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" (SFAS No. 142). This pronouncement also requires that the intangible assets with estimated useful lives be amortized over their respective estimated useful lives.
Goodwill and Other Intangible Assets
In accordance with Statement of Financial Accounting Standards No.142, "Goodwill and Other Intangible Assets," the Company tests its goodwill for impairment at least annually by comparing the fair value of these assets to their carrying values. As a result of such tests, the Company may be required to record impairment charges for these assets if in the future their carrying values exceed their fair values.
Other intangible assets are amortized using the straight-line method over their estimated useful period of 10 to 15 years. We evaluate the recoverability of intangible assets periodically and take
into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 1 - DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Summary of Significant Accounting Policies (Continued)
Stock Based Compensation
The Company applies the fair value method of Statement of Financial Accounting Standards No. 123R, "Accounting for Stock Based Compensation" (SFAS No. 123R) in accounting for its stock options. This standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The fair value for each option granted is estimated on the date of the grant using the Black-Scholes option pricing model.
The fair value of all vested options granted has been charged to salaries, wages and benefits in accordance with SFAS No. 123R. Common stock granted to employees, directors, and consultants is charged to operating expense based on the fair value of the stock at the date the stock purchase rights are granted. In accordance with EITF 96-18, the non-employee stock options or warrants are measured at their fair value by using the Black-Scholes option pricing model as of the earlier of the date at which a commitment for performance to earn the equity instruments is reached ("performance commitment date") or the date at which performance is complete ("performance completion date"). The stock-based compensation expenses are recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Accounting for non-employee stock options or warrants which involve only performance conditions when no performance commitment date or performance completion date has occurred as of reporting date requires measurement at the equity instruments then-current fair value. Any subsequent changes in the market value of the underlying common stock are reflected in the expense recorded in the subsequent period in which that change occurs.
Foreign Currency Translation
Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment are translated to U.S. dollars at exchange rates in effect at the balance sheet date; with the resulting translation adjustments directly recorded to cumulative currency translation adjustment. Income and expense accounts are translated at average exchange rates during the year. Where the U.S. dollar is the functional currency, translation adjustments are recorded in other comprehensive loss.
Impairment of Long-Lived Assets and Other Intangible Assets
The Company reviews the carrying value of its long-lived assets, including indefinite-lived intangible assets consisting primarily of goodwill and telecommunications licenses in China, whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of the assets by estimating the future net cash flows expected to result from the assets, including eventual disposition. If the future net cash flows are less than the carrying value of the assets, an impairment loss is recorded equal to the difference between the asset's carrying value and its fair value. As of June 30, 2010 and 2009, the Company recorded impairment of assets for $6,139,963 and $6,214,574, respectively.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 1 - DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Summary of Significant Accounting Policies (Continued)
Leases
The Company leases its office space. Certain leases contain scheduled rent increases, and may include an initial period of free or reduced rent as an inducement to enter into the lease agreement ("rent holidays").The company recognizes rental expense for rent increases and rent
holidays on a straight-line basis over the terms of the underlying leases, without regard to when rent payments are made. The calculation of straight-line rent is based on the "reasonably
assured" lease term as defined in SFAS No. 98, Accounting for Leases: Sale-Leaseback Transactions Involving Real Estate, Sales Type Leases of Real Estate, Definition of the Lease Term, and Initial Direct Costs of Direct Financing Leases - an amendment of FASB Statements No. 13, 66 and 91 and a rescission of SFAS Statement No. 26 and Technical Bulletin No. 79-11. This amended definition of the lease term may exceed the initial non-cancelable lease term.
Fair Value of Financial Instruments
The carrying amount of cash, accounts receivable, accounts payable, capital lease obligation and notes payable, as applicable, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions.
Revenue Recognition
Revenue from calling cards, prepaid cellular products and broadband hardware sales are recognized upon delivery or shipment of the hardware to broadband service providers at which time title is passed; there are no uncertainties regarding customer acceptance; persuasive evidence of an
arrangement exits; the sales price is fixed and determinable; and collectability is deemed probable. The Company recognizes revenues based on Gross Revenues Reporting pursuant to EITF 99-19. Revenue from telecommunications services is recognized when the services are provided. Revenue from installation contracts is recognized on the completed contract method. A contract is considered complete when all costs except insignificant items have been incurred and the installation is operating according to specifications and has been accepted by the customer. Revenue from software communications development is recognized upon completion of installation and delivery to customers at which time title is passed; there are no uncertainties regarding customer acceptance; persuasive evidence of an arrangement exits; the sales price is fixed and determinable; and collectability is deemed probable.
Shipping and Handling Costs
Shipping and handling costs are included in cost of revenues. Shipping and handling costs invoiced to customers, if any, are included in revenues.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 1 - DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Summary of Significant Accounting Policies (Continued)
Convertible Debt
Convertible debt with beneficial conversion features, whereby the conversion feature is "in the money" are accounted for in accordance with guidance supplied by Emerging Issues Task Force
("EITF") No. 98-5, "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios" and EITF No. 27, "Application of Issue 98-5 to Certain Convertible Instruments". For convertible debt and related warrants, the recorded debt discount is calculated at the issuance date as the difference between the conversion price and the relative fair value of the common stock into which the security is convertible or exercisable. The fair value of the financial instruments related to warrants associated with convertible promissory notes was determined utilizing the Black-Scholes option pricing model and the respective allocated proceeds to warrants is recorded in additional paid-in capital.
Debt discount resulting from allocation of proceeds to the beneficial conversion feature, it is amortized to other financing charges over the term of the notes from the respective dates of issuance, using the effective yield method. The relative fair value of the beneficial conversion feature of $675,000 has been amortized to other financing charges over the term of the notes from the date of issuance related to the convertible debenture issued for purchase of VCG.
Net Income (Loss ) per Share
The Company follows the guidelines of Statement of Financial Accounting Standards No. 128, “ Earnings per share ” (“SFAS No. 128”) in calculating its loss per share. SFAS No. 128 states basic and diluted earnings per share are based on the weighted average number of common shares and equivalent common shares outstanding during the period. Common stock equivalents for purposes of determining diluted earnings per share include the effects of dilutive stock options, warrants and convertible securities. The effect on the number of shares of such potential common stock equivalents is computed using the treasury stock method or the if-converted method, as applicable. The Company has excluded all outstanding stock options and warrants as well as shares issued upon conversion of debt from the calculation of diluted loss per share because these securities are anti-dilutive.
The following table sets forth potential shares of common stock that are not included in the diluted net loss per share calculation because to do so would be anti-dilutive for the periods ended June 30, 2009 and 2008.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 1 - DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Summary of Significant Accounting Policies (Continued)
Income Taxes
The Company recognizes deferred tax assets and liabilities for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If it is more likely than not that some portion of a deferred tax asset will not be realized, a valuation allowance is recognized.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. During the years ended June 30, 2010 and 2009, the Company had significant operating losses which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s plans regarding those concerns are addressed in the following paragraphs. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
As shown in the accompanying financial statements, the Company has incurred net losses of $15,846,169 and $6,370,697 for the years ended June 30, 2010 and 2009, respectively. Additionally, during the years ended June 30, 2010 and 2009, the Company has used cash flow in continuing operations of approximately $2,279,379 and $2,519,395. Accumulated deficit amounted to $46,081,924 and $29,576,504 as of June 30, 2010 and 2009, respectively, and there was a deficit in shareholder equity of $2,611,043 at June 30, 2010.
Currently, the operations of the Company are funded through issuance of debt and equity instruments and borrowings from related parties. Management’s plans to generate cash flow include expanding the Company’s existing operations, as well as through additional acquisitions. Additionally, the Company may raise additional funds by raising additional capital through debt or equity offerings in an effort to fund the Company’s anticipated expansion. There is no assurance additional capital will be available to the Company on acceptable terms.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 3 - BUSINESS COMBINATIONS
A.
Businesses Owned as of June 30, 2010
1.
The Company has entered into an agreement with a licensed Chinese Telecommunications Company which will permit CHVC to offer advanced communications services along with domestic and international long distance service into and out of China. Effective June 30, 2005, CHVC had issued 20,028,000 common shares valued at $5,007,000 to acquire all of the stock of East West Global Communications Inc., the Corporation which had obtained the Chinese licenses. The telecommunications licenses associated with this acquisition were valued at $5,007,000. The Company has acquired rights to these licenses which are owned by Chinese nationals and controlled by the Company. The licenses are required to be utilized by entities authorized to operate in China. Currently, one entity controlled by the Company uses the licenses.
The allocation of the purchase price was to the estimated value of two licenses issued by the Telecommunication Bureau of Beijing. The licenses permit mobile network telecommunication value-added service, fax storage and forwarding services, certain internet content service, electronic bulletin board service, internet connection service, and call center service. The licenses expire in 2010. The Company has assigned a 15 year life to the licenses as it believes these will be renewed for as long as the licenses are required to support the Company’s services.
NOTE 3 - BUSINESS COMBINATIONS (Continued)
The company determined that the value of the license has been fully impaired at June 30, 2009 because the license was not generating current revenue. Accordingly an impairment loss of $3,671,800 was recognized as of June 30, 2009.
2.
Effective January 18, 2006, the Company acquired a 65% interest in the operations of Candid Soft Technologies Co. Ltd of Beijing (“Candidsoft”), an international office-automation software and technology company headquartered in Beijing, China. The purchase price was $5,171,250 in current consideration paid by issuance of 4,925,000 shares of the Company’s common stock. The shares were issued in September 2006. As the effective date of the agreement was January 18, 2006 and management of the Company assumed control of its operations at that time. The Company treated the stock issuance as being effective on the effective date of the acquisition. In addition, the total purchase price also included contingent consideration of 2,000,000 shares of the Company’s common stock which were issued on June 30, 2008 at a value of $1,033,000. The Company has valued the equity of Candidsoft at $6,204,250 .
The following table presents the allocation of the acquisition cost of Candidsoft, including the assets acquired and liabilities assumed, based on their fair value:
3.
The Company determined that the Chinese operations of the Company had been fully impaired because of failure to implement the Company’s plan, and an impairment loss of $6,372,932 was recognized at June 30, 2010.
On March 23, 2007, the Company entered into an agreement to acquire 100% of the common stock of StreamJet.Net, Inc. (“StreamJet”), a broadband data streaming company. The Company issued 4,725,000 shares of common stock to shareholders of StreamJet in escrow pending closing of a subsidiary merger agreement. The Company had not completed the merger at March 31, 2007 because certain deliverables of StreamJet had not been received. The shares are shown as outstanding at June 30, 2007, but no asset value has been placed on the Company’s books. On October 22, 2007, the Company completed the merger and valued the equity of StreamJet at $2,882,250.
The following table presents the allocation of the acquisition cost of StreamJet, including the assets acquired and liabilities assumed, based on their fair value:
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 3 - BUSINESS COMBINATIONS (Continued)
The company determined that the value of the software license has been fully impaired at June 30, 2009 because the license was not generating current revenue. Accordingly an impairment loss of $2,542,774 was recognized as of June 30, 2009.
B.
Companies disposed of prior to June 30, 2010
Effective December 31, 2006, the Company acquired 100% of the common stock of VCG Technologies Inc. d/b/a DTNet Technologies (“VCG”), a value added distributor of advanced broadband products and services company headquartered in Florida. The purchase price was $2,150,000 in current consideration paid by issuance of 1,000,000 shares of the Company’s common stock and notes payable for $1,000,000. In addition, the total purchase price also includes contingent consideration of 1,000,000 shares of the Company’s common stock issuable upon the attainment of certain performance milestones, of which 595,360 were issued in satisfaction of the contingent consideration. The Company has valued the equity of VCG at $2,150,000 upon acquisition plus $509,521 (595,360 common shares) of contingent consideration for a total of $2,659,521.
NOTE 3 - BUSINESS COMBINATIONS (Continued)
The following table presents the allocation of the acquisition cost of DTNet, including the assets acquired and liabilities assumed, based on their fair value:
Effective on November 1, 2008, the Company sold its VCG subsidiary by transferring stock in the subsidiary to a related party. The excess of liabilities of the subsidiaries over the asset values, was treated as additional paid in capital on the Series A Preferred stock. As a result of this transaction no gain or loss was recognized.
3.
On June 14, 2007, the Company closed a subsidiary merger agreement to acquire Phone House, Inc. (“Phone House”) a leading distributor of prepaid phone cards. The Company paid cash of $100,000, issued a six month note for $159,179 and issued 650,000 shares of common stock at closing. In addition, the total purchase price also includes contingent consideration of up to 1,500,000 shares of the Company’s common stock issuable upon the attainment of certain performance milestones, expiring June 30, 2010. The Company has valued the equity of Phone House at $545,179 on acquisition plus $598,050 (1,500,000 common shares) of contingent consideration for a total $1,143,229.
The following table presents the allocation of the acquisition cost of PhoneHouse, including the assets acquired and liabilities assumed, based on their fair value:
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 3 - BUSINESS COMBINATIONS (Continued)
The following table presents the allocation of the acquisition cost of Dial Tone, including the assets acquired and liabilities assumed, based on their fair value:
6.
On March 31, 2008, CVC INTL, Inc, a subsidiary of the Company acquired all of the assets of Brilliant Telecom Group, LLC (“Brilliant Assets”) a VoIP service provider. The Company issued 1,000,000 shares of common stock at closing. The Company has valued the Brilliant Assets at $1,040,000.
The following table presents the allocation of the acquisition cost of the Brilliant Assets, including the assets acquired and liabilities assumed, based on their fair value:
On January 29, 2009 the Company sold Phone House, Dial Tone, and CVC INT’L, along with StarCom and Cable and Voice to Flint Telecom Group Inc. On May 18, 2010, the Company reacquired the business of Phone House of Florida, Inc., CVC INT’L Inc., Dial Tone Communications Inc., and StarCom Alliance Inc. See Note 17.
NOTE 4 - DISCONTINUED OPERATIONS
On November 1, 2008 the Company disposed of its ownership interest in two wholly owned subsidiaries, CVC Communications Corp and VCG Technologies Inc. dba DT Net Technologies Inc. by transferring stock in the subsidiaries to a related party. In addition to transferring the stock, the Company also issued 1,250 shares of Series A Preferred stock to the transferee. The excess of liabilities of the subsidiaries over the asset values, $361,243, was treated as additional paid in capital on the Series A Preferred stock.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 4 - DISCONTINUED OPERATIONS (Continued)
On January 29, 2009 the Company sold Cable and Voice, Star Com, Dial Tone, CVC International, and Phone House which operated in the United States in the telecommunications services, calling card distribution, and advanced hardware distribution segments. See Note 17.
The following summarizes the combined operating results of these six subsidiaries and DT Net Technologies for the years ended June 30, 2010 and 2009 (through the respective dates of sale or termination), classified as discontinued operations for all periods presented.
NOTE 5 - PROPERTY AND EQUIPMENT
Major categories of property and equipment at June 30, 2010 and 2009 were as follows:
For the years ended June 30, 2010 and 2009 depreciation expense totaled $108,211 and $127,013, respectively.
As of June 30, 2010, all furnishing and equipment located in United States amounting to $125,295 were pledged by the Company to secure notes payable (see Note 8).
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 6 - GOODWILL AND OTHER INTANGIBLE ASSETS
In accordance with Statement of Financial Accounting Standards No. 142 (SFAS No. 142), the Company performs an evaluation of the fair values of its operating segments annually, and more frequently if an event occurs or circumstances change that may indicate that the fair value of a reporting unit is less than the carrying amount.
The Company’s balance sheet reflects goodwill of $0 and $6,009,404 as of June 30, 2010 and 2009, respectively.
During the years ended June 30, 2010 and 2009, the Company did not capitalize any costs related to internal software development. The Company recorded amortization expense related to the internal software development costs placed in service as of January 18, 2006, the acquisition date of Candidsoft.
Other identifiable intangible assets consist of the acquired licenses to provide telecom services in certain districts within China, capitalized software, and a patent. Other intangible assets as of June 30, 2010 and 2009 are as follows:
For the years ended June 30, 2010 and 2009 amortization expense totaled $10,800 and $466,701, respectively.
The company determined the values of the telecom license and the software license has been fully impaired at June 30, 2009 because the Company had experienced delays in implementation and the licenses were not generating current revenue. In addition, the Company determined that the value of its China business was fully impaired as of June 30, 2010 because of failure to implement its plan. The total loss recognized amounted to $6,214,574 and $6,372,932 for the years ended June 30, 2009 and 2010.
NOTE 7 -CAPITAL LEASE OBLIGATIONS
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 7 -CAPITAL LEASE OBLIGATIONS (Continued)
Future minimum lease payments required under the capital lease and the present value of the net minimum lease payments as of June 30, 2010 are as follows:
Year ending June 30,
The term of the capital lease entered into during 2009 is 3 years. Interest rate is fixed at the contract date.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 8 -NOTES PAYABLE
The Company’s notes payable to financial institutions and third parties consist of the following as of:
NOTE 8 -NOTES PAYABLE (Continued)
The Company’s notes payable to related parties consist of the following as of June 30, 2010 and 2009:
The future maturities of the notes payable to third parties and related parties are as follows:
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 9 -EQUITY
Preferred Stock
All of the Company’s preferred stock shares are directly or indirectly owned by entities that are owned or controlled by an officer and director of the Company. As such, this officer has all voting rights relating to this class of stock.
During the year ended June 30, 2006, the Company’s board of directors authorized the issuance of up to 20,000 shares of $0.001 par value Series A Preferred Stock. The Series A Preferred Stock is preferred as to dividends and liquidation over common stock, has a liquidation value of $1,000 per share, and has a dividend rate of 12% of liquidation value per year.
Preferred shares issued during the years ended June 30, 2010 and 2009 are as follows:
NOTE 9 -EQUITY (Continued)
On September 30, 2008, the Company redeemed 455 shares of Series A Preferred Stock for $454,500 from an affiliated entity.
On December 31, 2008, the Company redeemed 207 shares of Series A Preferred stock for $206,500 from affiliated entities.
On March 31, 2009, the Company redeemed 399 shares of Series A Preferred stock for $399,000 from affiliated entities.
On June 30, 2009 the Company redeemed 245 shares of Series A Preferred Stock for $245,095 from affiliated entities.
Common Stock
During the years ended June 30, 2010 and 2009, the Company issued common stock as follows:
On May 28, 2010, the Company entered into a Settlement and General Release Agreement with Flint Telecom Group Inc. Pursuant to this Agreement Flint Telecom Group Inc. returned 15,000,000 Shares of Common Stock to the Company and the Subscription Receivable of $3,150,000 was cancelled.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 9-EQUITY (Continued)
During the year ended June 30, 2009, the Company issued 5,572,958 common shares pursuant to a stock offering under SEC Regulation S. The Company hereby discloses that the shares would have had a value of approximately $2,182,113 had the shares been sold on the OTC (Pink Sheets) market, that discounts and commissions would total $1,527,479, and net proceeds received by the Company were $645,634.
NOTE 10 -COMMITMENTS AND CONTINGENCIES
Employment Agreements
On August 31, 2006, the Company entered into an employment agreement with Bill Burbank, the Company’s Chief Executive Officer. The employment agreement is for an initial term of three years with automatic renewals on six month intervals thereafter; and provides entitlement to a base salary equal to $15,500 per month with discretionary cash or stock option bonuses based on performance.
Litigation
From time to time we are involved in various claims and other legal proceedings which arise in the normal course of our business. Such matters are subject to many uncertainties and outcomes that are not predictable. However, based on the information available to us and after discussions with legal counsel, we do not believe any such proceedings have a material adverse effect on our business, results of operations, financial position or liquidity.
Since July 2008, the Company has been subject of an ongoing investigation by the U.S. Securities and Exchange Commission (“SEC”). The Company and its officers and directors have been cooperating with the investigation and will continue to do so. The SEC’s investigation has been wide in scope, but has focused on press releases and disclosures regarding the prospects of the Company’s business in China, press releases and disclosures related to Flint Telecom’s 2009 acquisition of certain of the Company’s subsidiaries, related party transactions and disclosures regarding the same, and investor awareness of the Company’s stock conducted by third parties. The Company and certain of its officers have received several subpoenas for documents and testimony during the SEC’s investigation. The Company cannot predict when the investigation will be completed or the further timing of any other developments in connection with the investigation nor can the Company predict the result or outcome of the SEC investigation. The outcomes could include payments of fines or disgorgement or other relief with respect to the Company or its officers, directors, or employees that could be material to the Company. Further, expenses incurred in connection with the investigation (which include substantial fees for lawyers) continue to adversely affect the Company’s cash position and profitability.
Subsequent to year end the Company filed a lawsuit against a lender to one of its subsidiaries claiming damages for breach of contract and other claims. The Company has recorded no asset in connection with the claim and the full amount of the debt, $617,800, remains on the Company’s books.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 10 - COMMITMENTS AND CONTINGENCIES (Continued)
Operating Leases
The Company’s rent expense amounted to $19,989 and $7,745 for the years ended June 30, 2010 and 2009. The Company did not have any long-term non-cancelable lease commitments for its offices, warehouse and other facilities. There were no minimum rental commitments under non-cancelable long-term operating leases within the next five years.
NOTE 11 - RELATED PARTY TRANSACTIONS
Related Party Payables
A company owned or controlled by a major shareholder, director and officer of CHVC has loaned funds to the Company secured by all of the assets of the Company. These advanced funds are due on demand and bear interest at 18%. The balance as of June 30, 2010 and 2009 was $322,784 and $322,784, respectively.
An individual who is an employee and/or director of the Company has advanced funds to the Company on unsecured terms bearing interest at 8%. The balance on these advances was $27,500 and $6,990 as of June 30, 2010 and 2009, respectively.
The company has accrued but not paid a total of $106,539 and $0 of compensation due its officers and directors as of June 30, 2010 and 2009.
Related Party Notes Payables
As disclosed in Note 8, notes payable of $782,000 and $341,000 as of June 30, 2010 and 2009 were payable to investment entities controlled by a related party. The notes are secured by certain assets of the Company and bear interest at 18% per annum and are due on August 15, 2010.
As disclosed in Note 8, a note payable of $100,000 was payable to a relative of a Company Officer as of June 30, 2010.
Interest paid under these notes was $460,119 and $111,898 for the years ended June 30, 2010 and 2009.
NOTE 11 -RELATED PARTY TRANSACTIONS (Continued)
Related Parties receivables
As of June 30, 2010 and 2009, the Company had the loaned $0 and $92,300 to Wrio as discussed below under Joint Venture.
Agency Agreement
A Corporation controlled by a related party, acts as agent for the Company by holding a Singapore bank account and shares of Vastland for the benefit of the Company.
Joint Venture
The Company has entered into a joint venture with WRIO, Corp., dated May 31, 2006, wherein WRIO, Corp. and the Company, through contributions of $1,000 each, are 50/50 partners in the exploitation of wireless broadband technology owned by WRIO, Corp. in China. WRIO, Corp is controlled by an officer and director of the Corporation. No revenues were earned under this joint venture during 2008 and 2007, accordingly, no revenues or expense have been reflected in these financial statements. In addition, the Company has loaned $0 and $92,300 to Wrio as of June 30, 2010 and 2009.
Preferred Stock
As disclosed Note 9, all of the Company’s preferred stock shares are directly or indirectly owned by entities that are owned or controlled by an officer and director of the Company. As such, this officer has all voting rights relating to this class of stock.
Guarantees
As disclosed in Note 8, certain of the Company’s notes payable due to third parties have been guaranteed by companies owned or controlled by an officer and director of the Company.
NOTE 12 -CONCENTRATION OF RISK
Major Customers - The Company relied on two customers for approximately $2,669,915 and $600,000 of revenue, representing approximately 58% and 79% of total revenues for the years ended June 30, 2010 and 2009 respectively. At June 30, 2010 accounts receivable from these customer was $667,066.
Assets in Foreign Country - The Company has assets related to its China operations which are located in the Peoples Republic of China, and which were written off in the year ended June 30, 2010. Assets held outside of the United States were as follows:
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 13 - INCOME TAXES
China Taxation - Prior to January 1, 2008, the Company’s subsidiaries were governed by the previous Income Tax Law (the “Previous IT Law”) of China. Under the Previous IT Law, the Company’s subsidiaries were generally subjected to enterprise income taxes at a statutory rate of 33% (30% state income tax plus 3% local income tax) or 15% for qualified new and high technology enterprises. Effective January 1, 2008, the new Enterprise Income Tax Law (the “EIT Law”) in China supersedes the Previous IT Law and unifies the enterprise income tax rate for FIEs at 25%. New and high technology enterprises will continue to enjoy a preferential tax rate of 15% but must meet the new set of criteria defined under the EIT Law and related regulations. The EIT Law provides a five-year transitional period for certain entities that enjoyed a favorable income tax rate of less than 25% under the Previous IT Law and were established before March 16, 2007, to gradually increase their rates to 25%. The EIT Law also imposes a withholding income tax of 10% on dividends distributed by a Foreign-Invested Enterprises (“FIE”) to its immediate holding company outside of China, if such immediate holding company is considered as a no-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. Such withholding income tax was exempted under the Previous IT Law. In accordance with APB Option No. 23, “accounting for Income Taxes - Special Area,” all undistributed earnings are presumed to be transferred to the parent company and are subject to the withholding taxes. The withholding tax imposed on the dividend income will reduce the Company’s net income. If a withholding tax were imposed to retained earnings prior to January, 2008, the Company would elect to reinvest these retained earnings in PRC. Accordingly, the Company has not recorded any withholding tax on the retained earnings of its FIEs in China.
The EIT Law also provides that an enterprise established under the laws of foreign countries or regions but whose “de facto management body” is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income. The Implementing Rules of the EIT Law merely defines the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties, etc., of a non-PRC company is located.” The determination of tax residency requires a review of surrounding facts and circumstances of each case. If the Company is treated as a resident enterprise for PRC tax purposes, the Company will be subject to PRC tax on worldwide income at a uniform tax rate of 25% starting from January 1, 2008.
Like its predecessor, the EIT Law mainly provides a framework for general income tax provisions. There are currently divergent views on how the EIT Law will be implemented. Details on the definition of numerous terms as well as the interpretation and specific application of various provisions are left to the detailed implementing regulations and supplementary tax circulars, which are still being issued. The Company’s ultimate effective tax rate will depend on many factors, including but not limited to, whether certain of the Company’s subsidiaries in China will receive the new and high technology enterprise status under the new criteria.
NOTE 13 - INCOME TAXES (Continued)
The current and deferred portion of income tax expenses of the Company’s China subsidiaries, which were included in the consolidated statements for the periods presented have no significant deferred tax assets or liabilities and the statutory rate and effective rate for China operations approximates 30%.
Income tax expense for 2010 and 2009 is summarized as follows:
The following table represents the effective tax rate of the Company:
The difference between the tax benefit rate and the statutory benefit rate is as follows:
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 13 - INCOME TAXES (Continued)
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets are as follows:
At June 30, 2010, the Company had carry forward losses for income tax purposes of approximately $11,810,347 that may be offset against future taxable income. Due to the uncertainty regarding the success of future operations, management has recorded a valuation allowance equal to 100% of the resultant deferred tax asset.
The carry forward losses expire in future years through 2030 as follows:
NOTE 14 - STOCK BASED COMPENSATION
The Company has granted stock options through certain informal stock option plans to employees. These options vest monthly as earned with no expiration date.
Prior to July 1, 2005, the Company accounted for these plans under the recognition measurement provisions of APB No. 25, Accounting for Stock Issued to Employees (“APB No. 25”), and related interpretations, as permitted by SFAS No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”).
Effective with its fiscal year beginning July 1, 2005, the Company adopted the fair value recognition provisions of SFAS No. 123R, Share-Based Payment (“SFAS No. 123R”), using the modified-prospective-transition method. Under that transition method, compensation cost is recognized in the periods after adoption for (i) all stock option awards granted or modified after December 31, 2005 based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R and (ii) all stock options granted prior to but not yet vested as of July 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123. The results for prior periods were not restated.
Stock-based compensation cost of $Nil and $Nil for the year ended June 30, 2010 and 2009, respectively. Related deferred income tax asset was $Nil as of June 30, 2010 and 2009.
The following table summarizes the allocation of stock-based compensation expense under SFAS 123R:
The fair value of stock option awards granted on or after July 1, 2005 was determined using a Black-Scholes-Merton option-pricing model utilizing a range of assumptions related to dividend yield, volatility, risk-free interest rate, and employee exercise behavior. Dividend yield was determined to be $0 as these have not been historically paid. Expected volatility is based on the historical volatility calculated from the historical values of the Company’s stock prices. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The Company estimates forfeitures based on historical data.
On November 10, 2005, the FASB issued FASB Staff Position No. 123R-3, Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards. The Company has elected to adopt the shortcut method provided by the FASB Staff Position for determining the initial pool of excess tax benefits available to absorb tax deficiencies related to stock-based compensation subsequent to the adoption of SFAS 123R. The shortcut method includes simplified procedures to establish the beginning balance of the pool of excess tax benefits (the “APIC Tax Pool”) and to determine the subsequent effect on the APIC Tax Pool and Cash Flow Statements of the tax effects of employee stock-based compensation awards.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
NOTE 14 - STOCK BASED COMPENSATION (Continued)
Prior to adoption of SFAS 123R, all tax benefits from deductions resulting from the exercise of stock options were presented as operating cash flows in the Cash Flow Statement. SFAS 123R requires the cash flow tax benefits resulting from tax deductions in excess of the compensation cost recognized (excess tax benefits) to be classified as financing cash flows. Excess tax benefits aggregating $Nil were reported in Financing Activities for the years ended June 30, 2010 and 2009.
A summary of options granted and outstanding is presented below:
NOTE 15 - WARRANTS
The Company has issued warrants to purchase its common stock in connection with financing transactions. As of June 30, 2010, the warrants are exercisable and have terms as follows:
As of June 30, 2010, the warrants are exercisable and have terms as follows:
NOTE 16 - DISPOSITION OF CERTAIN SUBSIDIARIES
On November 1, 2008 the Company disposed of its ownership interest in two wholly owned subsidiaries, CVC Communications Corp and VCG Technologies Inc. by transferring stock in the subsidiaries to a related party. In addition to transferring the stock, the Company also issued 1,250 shares of Series A Preferred stock to the transferee. The excess of liabilities of the subsidiaries over the asset values, $361,243, was treated as additional paid in capital on the Series A Preferred stock.
NOTE 17 - TRANSACTION WITH FLINT TELECOM GROUP INC.
On January 29, 2009, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) and a Stock Purchase Agreement with Flint Telecom Group, Inc. (“FLTT”), a U.S. Telecommunications Technology and Services Company which is traded on the OTC BB market under the symbol FLTT. The agreement was modified on April 24, 2009 and May 28, 2010
Under the Merger Agreement, the Company’s six subsidiaries having U.S. business operations will merge into subsidiaries of FLTT. The six subsidiaries, CVC INTL Inc., Phone House Inc. (CA), Cable and Voice Corporation, StarCom Alliance Inc., Dial Tone Communications Inc., and Phone House Inc. (FL), (“U.S. Subsidiaries”), will become wholly owned subsidiaries of FLTT. The U.S. Subsidiaries accounted for sales of $35,486,367 in the year ended June 30, 2008 and $29,356,234 in the six months ended December 31, 2008 representing 97.4% and 99%, respectively, of the Company’s sales. The total assets of the U.S. Subsidiaries as of December 31, 2008 were $9,112,691, or 41% of total assets. Contemporaneously with the Merger Agreement, pursuant to the Stock Purchase Agreement, the Company issued 15,000,000 shares of Restricted Common Stock to FLTT on January 29, 2009 at closing.
The Company received total consideration of $500,000 cash and 21,000,000 shares of Restricted Common Stock of FLTT at the January 29, 2009 closing. In addition, the Company received payments of $700,000, for a total cash payment of $1,200,000 cash and $1,800,000 of FLTT Preferred Stock, along with FLTT’s non interest bearing Promissory Note for $7,000,000 payable in three equal installments on December 31, 2009, July 31, 2010, and December 31, 2010. Prior to June 30, 2009, FLTT has also redeemed $550,000 worth of Preferred Stock. The total consideration was $1,200,000 cash, $1,800,000 of redeemable Preferred Stock, the $7,000,000 Promissory Note and 21,000,000 shares of Restricted Common Stock of FLTT, valued at $7,980,000, for a total consideration of $17,980,000. The Company has allocated $3,150,000 of the total consideration for the issuance of stock and $14,830,000 to the sale of the subsidiaries and recognized a gain of $4,648,937. The Company has deferred a gain of $3,850,000 as of June 30, 2009 until the receipt of the proceeds of the $7,000,000 Promissory Note is no longer uncertain. The $7,000,000 was due from FLTT in three equal installments on December 31, 2009, July 31, 2010 and December 31, 2010. Flint failed to make the payments due December 31, 2009, and has issued an 8-K outlining a retrenchment of its business.
On May 28, 2010 the Company entered into a Settlement and General Release Agreement which allowed the Company to take back the business formerly operated by CVC INTL, Inc., Phone House of Florida, Inc., Dial Tone Communications, Inc., and StarCom Alliance Inc. In return the Company reduced the Flint obligations to the Company from $8,076,479 to $1,520,242 to be paid in installments until May 31, 2011 and reduced its Flint shareholding to 5,200,000 Shares. The Company has established a reserve of $1,500,000 against the Note, which is currently in default, and has written off the Flint Stock. Finally, the Company took back 15,000,000 shares of its Common Stock which Flint had not paid for. The Company has written off the balance of its investment, $7,821,566, as of June 30, 2010.
The Company accounted for its interest in FLTT under the equity method of accounting for the year ended June 30, 2009 and the Company reported a loss of $1,408,434.
NOTE 18 - SINO BEYOND LTD. TRANSACTIONS
During the year ended June 30, 2010 the Company incorporated Sino Beyond Ltd., a wholly owned Hong Kong subsidiary, in order to facilitate acquisitions of companies in China. On September 10, 2009 the Company issued 100,000,000 shares of its Common Stock to Sino Beyond Limited in exchange for a note receivable of $15,000,000, which has substantially contributed to capital. As of June 30, 2010, the stock is treated as being not outstanding because it is owned by a wholly owned subsidiary.
CHINA VOICE HOLDING CORP.
Notes to Consolidated Financial Statements (Continued)
Exhibit 21
Subsidiaries of Registrant
June 30, 2010
Name
Jurisdiction of Formation
Voium Technologies Ltd.
Cayman Islands
Sino-Connection Corp.
Texas
Wize Prepaid Inc.
Florida
CVC Globalcall Inc.
Florida
Voium USA Inc.
Texas
StreamJet.net Inc.
Texas
Sino Beyond Ltd.
Hong Kong
Vastland Holding Beijing Co. Ltd.
China
East West Global Communications
Florida
Candidsoft Technologies Co. Ltd of Beijing
China