UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

FORM 10-Q

 

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

SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period ended March 31, 2015

 

Commission File Number     000-32629

 

Ceetop Inc.

(Exact name of registrant as specified in charter)

 

Oregon		98-0408707
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

A2803, Lianhe Guangchang, 5022 Binhe Dadao, Futian District, Shenzhen, China		518026
(Address of principal executive offices)		(Zip Code)

 

(86-755) 3336-6628

Registrant’s telephone number, including area code

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No  o

 

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

 

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

 

	Large accelerated filer	o	Accelerated Filer	o
	Non-accelerated filer	o	Smaller Reporting Company	x
	(Do not check if smaller reporting company)

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 14, 2015 the Company had outstanding  46,956,631 shares of its common stock, par value $0.001.

 

 

Special Note Regarding Forward-Looking Statements

 

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

 

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

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets (unaudited and audited)	F-1
	Consolidated Statements of Operations and Comprehensive Loss (unaudited)	F-2
	Consolidated Statements of Cash Flows (unaudited)	F-3
	Consolidated Statements of Stockholders’  Equity (unaudited)	F-4
	Notes to Consolidated Financial Statements (unaudited)	F-5 - F-12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	6
Item 4.	Controls and Procedures	6
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information	7
Item 6.	Exhibits	7
Signatures		8

 

 

PART I - FINANCIAL INFORMATION

 

 

 

 

Item 1.    Consolidated Financial Statements (Unaudited)

  

 

 

 

CEETOP INC.

 CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

 

  

CEETOP INC

CONSOLIDATED BALANCE SHEETS

 

		March 31, 2015				December 31, 2014
		(Un-audited)				(Audited)
ASSETS
Current Assets
Cash and cash equivalents		$	8,432			$	25,157
Other receivables (note 4)			369,057				203,918
Due from related party (note 13)			242,261				172,634
Advance to suppliers and deposits (note 7)			540,495				163,768
Total Current Assets			1,160,244				565,476
Prepayment for software development (note 8)			980,400				975,000
Property, plant and equipment, net (note 5)			146,804				153,977
Equity investment in an investee company (note 6)			1,236,554				1,265,083
Total Assets		$	3,524,003			$	2,959,536
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accrued expenses and other payables (note 9)		$	367,588			$	357,219
Due to related party (note 13)			588,240				300,625
Total Current Liabilities			955,828				657,844
Stockholders' Equity
Common stock, $0.001 par value, 100,000,000 shares authorized, 46,956,631 shares issued and outstanding as at March 31, 2015 and December 31, 2014			46,956				46,956
Additional paid-in capital			11,904,387				11,898,637
Subscription receivable							(368,000	)
Accumulated other comprehensive income			184,771				170,693
Accumulated (deficit)			(9,567,952	)			(9,446,594	)
Total Stockholders' Equity			2,568,175				2,301,692
Total Liabilities and Stockholders' Equity		$	3,524,003			$	2,959,536

 

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

 

 

CEETOP INC

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Un-audited)

 

		Three months ended March 31,
		2015				2014
Selling, general and administrative expense			85,988				288,863
Loss on disposal of property and equipment							3,864
(Loss) from operations			(85,988	)			(292,727	)
Other income (loss)
Equity (loss) - share of investee company (note 6)			(35,383	)			(53,533	)
Interest income			14				64
Net (loss)		$	(121,358	)			(346,196	)
Other comprehensive (loss) income - Foreign currency translation adjustment			14,090				(18,645	)
Comprehensive (loss)		$	(107,267	)		$	(364,841	)
Net (loss) per share - basic and diluted		$	(0.00	)		$	(0.01	)
Weighted average shares outstanding - basic and diluted			46,956,631				27,667,742

 

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

 

 

CEETOP INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Un-audited)

 

		Three months ended March 31,
		2015				2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)		$	(121,358	)		$	(346,196	)
Adjustments to reconcile net (loss) to net cash used in operating activities
Depreciation of property, plant and equipment			7,991				13,167
Share based expenses			-				64,744
Accounts receivable written off			-				-
Loss on disposal of property and equipment			-				3,864
Share of loss in equity investment in Softview			35,383				53,533
Changes in operating assets and liabilities:
Accounts receivable							-
Other receivables, deposits and advance to suppliers			(537,517	)			36,108
Due to/from related party			216,349				-
Accrued expenses and other payables			8,973				68,710
Net cash (used in) operating activities			(390,178	)			(106,070	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment			-				(1,454	)
Disposal of property and equipment			-				8,500
Net cash generated by investing activities			-				7,046
CASH FLOWS FROM FINANCING ACTIVITIES
Funds received from investors			373,750				-
Net cash generated by investing activities			373,750				-
Effect of exchange rate changes on cash and cash equivalents			(296	)			(5,026	)
Net change in cash and cash equivalents			(16,725	)			(104,050	)
Cash and cash equivalents, beginning balance			25,157				118,299
Cash and cash equivalents, ending balance		$	8,432			$	14,249

 

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES

 

In February 2014, the Company completed a Stock Purchase Agreement and sold an aggregate of 23,000,000 shares of the Company’s common stock for an aggregate purchase price of $3,680,000 ($0.16) per share to 10 different investors (note 8a).  The consideration of $3,680,000 was entrusted by the investors to the Company during the year ended December 31, 2013 and was previously recorded as Share Subscription on the consolidated balance sheets as at December 31, 2013.  

 

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

 

 

CEETOP INC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 

		Common Stock																Additional				Deferred stock based				Accumulated Other Comprehensive								Total Stock-holders'
Description		Stock outstanding				Amount				Shares subscription				Subscription Receivable				paid-in capital				compensation (note 8b)				Income (Loss)				Accumulated Deficit				Equity (Deficit)
Balance, December 31, 2013 (audited)			17,956,631			$	17,956			$	3,680,000			$				$	7,277,187			$	(117,285	)		$	188,666			$	(8,605,635	)		$	2,440,889
Foreign currency translation adjustments			-				-								-				-				-				(17,973	)			-				(17,973	)
Amortization of deferred stock based compensation (note 8b)			-				-								-				-				117,285				-				-				117,285
Issuance of common stock to employees			-				-								-				-				-				-				-				-
Issuance of common stock for legal services			-				-								-				-				-				-				-				-
Shares subscription			29,000,000				29,000				(3,680,000	)			(368,000	)			4,621,450				-				-				-				602,450
Loss for the year			-				-				-				-				-				-				-				(840,959	)			(840,959	)
Balance, December 31, 2014 (audited)			46,956,631				46,956				-				(368,000	)			11,898,637				-				170,693				(9,446,954	)			2,301,692
Foreign currency translation adjustments			-				-								-				-				-				14,090				-				14,090
Amortization of deferred stock based compensation (note 8b)			-				-								-				-				-				-				-				-
Issuance of common stock due to shares subscription (note 8a)			-				-								368,000				5,750				-				-				-				373,750
Loss for the three months			-				-				-				-				-				-				-				(121,358	)			(121,358	)
Balance, March 31, 2015 (un-audited)			46,956,631			$	46,956				-			$	-			$	11,904,387			$	-			$	184,783			$	(9,567,952	)		$	2,568,175

 

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

 

 

CEETOP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2015

(Un-audited)

 

Note 1 - ORGANIZATION

 

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

 

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

 

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

 

Since Surry, Westow, SZ Ceetop and HZ Ceetop were under common control of a controlling party both before and after the completion of the Group Reorganization, the Group Reorganization has been accounted for using merger accounting.  The consolidated financial statements have been prepared on the basis as if Surry had always been the holding company of Westow, SZ Ceetop and HZ Ceetop.

 

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

 

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

 

The Company has transformed from online retail sales into an integrated supply chain service provider, and focuses on business to business supply chain management and related value added services for customers.  

 

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

 

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

 

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

 

On January 14, 2014, the name of GZ Ceetop was changed to Guizhou Ceetop Group Holding Co., Limited.

 

On April 3, 2014, the name of Surry was changed to Ceetop Holdings Limited.

 

On July 24, 2014, the Company established a wholly owned company Ceetop (Hong Kong) Limited in Hong Kong under Ceetop Holdings Limited for its business expansion.

 

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

 

 

Note 2 - GOING CONCERN

 

The accompanying Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying Consolidated Financial Statements, the Company incurred net losses of $121,358 and $346,196 for the three months ended March 31, 2015 and 2014 respectively and has accumulated deficit of $9,567,952 and $9,446,594 at March 31, 2015 and December 31, 2014, respectively.  These factors create an uncertainty about the Company’s ability to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of common stock.  

 

Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

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

 

Basis of Accounting and Principles of Consolidation

 

The consolidated financial statements include the financial statements of Ceetop Inc. and its subsidiaries. All significant inter-company accounts and transactions have been eliminated on consolidation.

 

Investments in business entities, in which the Company does not have control but has the ability to exercise significant influence over operating and financial policies are accounted for using the equity method.

 

Unaudited Interim Financial Information

 

These unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2015.

 

The consolidated balance sheets and certain comparative information as of December 31, 2014 are derived from the audited consolidated financial statements and related notes for the year ended December 31, 2014 (“2014 Annual Financial Statements”), included in the Company’s 2014 Annual Report on Form 10-K. These unaudited interim consolidated financial statements should be read in conjunction with the 2014 Annual Financial Statements.

 

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Recent accounting pronouncements

 

On March 4, 2013, the FASB issued ASU 2013-05, Foreign Currency Matters (Topic 830) Parent’s Accounting for the Cumulative Translation Adjustment upon De-recognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (“ASU 2013-05”). ASU 2013-05 updates accounting guidance related to the application of consolidation guidance and foreign currency matters. This guidance resolves the diversity in practice about what guidance applies to the release of the cumulative translation adjustment into net income. This guidance is effective for interim and annual periods beginning after December 15, 2013. Adoption of this update did not have a material effect on the Company’s consolidated results of operations or financial condition.

 

In July of 2013 the Financial Accounting Standards Board, or FASB issued Accounting Standards Update, or ASU, No. 2013-11, Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward exists. This guidance provide that an unrecognized tax benefit, or a portion thereof, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry-forward, except to the extent that carry-forwards are not available to settle any additional income taxes that would result from disallowance of a tax position. The unrecognized tax benefit should be presented as a liability. Adoption of this did not have a material effect on the Company’s consolidated results of operations or financial condition.

 

In June 2014, the FASB issued ASU No. 2014-12, Compensation-Stock Compensation: Topic 718. This amendment requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. This ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company does not expect the adoption of this guidance will have a significant impact on the Company’s consolidated financial statements.

 

In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on the Company’s consolidated financial statements.

 

In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (ASC 810)”. The Board is issuing the amendments in this Update to respond to stakeholders’ concerns about the current accounting for consolidation of certain legal entities. Stakeholders expressed concerns that current generally accepted accounting principles (GAAP) might require a reporting entity to consolidate another legal entity in situations in which the reporting entity’s contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entity’s voting rights, or the reporting entity is not exposed to a majority of the legal entity’s economic benefits or obligations. Financial statement users asserted that in certain of those situations in which consolidation is ultimately required, deconsolidated financial statements are necessary to better analyze the reporting entity’s economic and operational results. Previously, the FASB issued an indefinite deferral for certain entities to partially address those concerns. However, the amendments in this Update rescind that deferral and address those concerns by making changes to the consolidation guidance. The Board considered stakeholder concerns in conjunction with the objective of general purpose financial reporting, which is to provide financial information about the reporting entity that is useful to existing and potential investors, lenders, and other creditors in making decisions about providing resources to the reporting entity. As a result, the Board is issuing the amendments in this Update, which change the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities.

 

As of March 31, 2015, there are no recently issued accounting standards not yet adopted that would have a material effect on the Company’s financial statements.

 

 

Note 4 - OTHER RECEIVABLES

 

Other receivables contains the following:

 

		As of March 31, 2015				As of December 31, 2014
Receivable from third party individuals		$	356,807			$	192,342
Other receivables			12,250				11,576
Total		$	369,057			$	203,918

  

The loan to third party individuals do not have terms and conditions in writing and no interest bearing. The loan is due on demand.

 

Other receivables represent such items as rent deposit, prepayment for social benefits, etc.

 

Note 5 - PROPERTY, PLANT AND EQUIPMENT

 

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

 

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

 

As of March 31, 2015 and December 31, 2014, property, plant & equipment consist of the following:

 

		3/31/2015				12/31/2014
Office equipment			413,303				411,026
Motor vehicles			54,249				53,950
Accumulated depreciation			(320,748	)			(311,000	)
		$	146,804			$	153,977

 

Depreciation expense for the three months ended March 31, 2015 and 2014 was $7,991 and $13,167, respectively.

 

  

Note 6 – EQUITY INVESTMENT IN AN INVESTEE COMPANY

 

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

 

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

 

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

 

In August 2013, the Company entered into a Capital Investment and Share Expansion Agreement (the “Agreement”) with Hangzhou Softview Information Technology Company Limited (“Softview”).  Softview, located in Hangzhou, Zhejiang Province, China, is an enterprise focusing on e-commerce, supply chain information systems development, maintenance and support.  Pursuant to the Agreement, in exchange for a 42.5% of the total equity in Softview, the Company paid $1,382,761 (RMB 8,500,000) to Softview, while the existing shareholders of Softview contributed approximately $0.1 million in cash and intellectual property with a fair value of approximately $1.6 million.

 

As at March 31, 2015 and December 31, 2014, the Company’s share of underlying net assets of Softview as follow:

 

		3/31/2015				12/31/2014
Current assets		$	1,462,615			$	1,520,728
Current liabilities			(86,340	)			(83,596	)
Property, plant and equipment			21,814				22,868
Intangible assets			1,511,450				1,516,667
Underlying net assets of Softview		$	2,909,539			$	2,976,667
The Company's investment			1,236,554			$	1,265,083
The Company's share of underlying net assets of Softview			1,236,554				1,265,083
Difference		$	-			$	-

 

 

The results of operations of Softview is summarized below:

 

Condensed income statement information:

 

		Three months Ended 3/31/2015				Three months Ended 3/31/2014
Net sales		$	44,452			$	58,136
Gross profit		$	44,245			$	34,026
Net (loss)		$	(83,255	)		$	(125,961	)
The Company’s (42.5%) share of loss		$	(35,838	)		$	(53,533	)

 

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

 

Note 7 – ADVANCE TO SUPPLIERS AND DEPOSITS

 

Advance to supplier of $539,220 represents payment to a supplier for the purchase of merchandise. As of March 31, 2015 and December 31, 2014, advance to supplier and deposits on the Consolidated Balance Sheets were $540,495 and $163,768, respectively.

 

Note 8 – PREPAYMENT FOR SOFTWARE DEVELOPMENT

 

In December 2013, the Company entered into a software development agreement with certain software developer in the PRC to develop custom software for the Company’s exclusive use by December 31, 2014, for total consideration of $981,643 (RMB 6,000,000).  Pursuant to the terms of the software development agreement, the Company made a prepayment of $981,643 upon signing of the software development agreement.  Total amount of the prepayment is fully refundable if the software developer fails to develop and deliver the custom software to the Company that meets the Company’s specification by December 31, 2014. As of March 31, 2015, 70% of the work of the software development has been completed and the rest of the whole project is expected to be completed in June 2015. The extension of time to complete the software development project was approved by the Company’s management.

 

As of March 31, 2015 and December 31, 2014, the balance of prepayment for software development was $980,400 and $975,000, respectively.

 

Note 9 - ACCRUED EXPENSES AND OTHER PAYABLES

 

Accrued expenses and other payables contains the following:

 

		As of March 31, 2015				As of December 31, 2014
Payables to third party individuals		$	275,629			$	274,729
Accrued salaries			84,611				76,179
Other payables			7,348				6,311
Total		$	367,588			$	357,219

  

The loans from third party individuals do not have terms and conditions in writing and no interest bearing. The loans are due on demand.

 

 

Note 10 - INCOME TAXES

 

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

 

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

 

The Company has not recognized deferred tax asset in respect of tax loss in these Consolidated Financial Statements as it is not more-likely-than-not that the future taxable profit against which loss can be utilized will be available to the entities operating in PRC.

  

The deferred tax asset not recognized is as follows:

 

		03/31/2015				12/31/2014
Unused tax loss brought forward		$	6,025,093			$	5,949,892
Loss for the year			121,358				840,959
Unused tax loss expired during the year			-				(648,473	)
Expenses not deductible for tax (share-based payment)			-				(117,285	)
Total net operating loss carry forwards		$	6,146,451			$	6,025,093
Effective tax rate			25	%			25	%
Unrecognized deferred tax asset carried forward		$	1,536,613			$	1,506,273
Less : valuation allowances			(1,536,613	)			(1,506,273	)
Deferred income tax benefit, net of valuation allowance		$	-			$	-

 

The following table reconciles the statutory rates to the Company’s effective tax rate for the quarters ended March 31, 2015 and 2014:

 

		2015				2014
US statutory rates (benefit)			(34.0	)%			(34.0	)%
Tax rate difference			9.0	%			9.0	%
Non deductable  stock compensation			0	%			5	%
Valuation allowance on NOL			25	%			20	%
Tax per financial statements			-	%			-	%

 

Uncertain Tax Positions

 

Interest associated with unrecognized tax benefits are classified as income tax and penalties in selling, general and administrative expenses in the statements of operations.  For the three months ended March 31, 2015 and 2014, the Company had no related interest and penalties expenses. Currently, the Company is not subject to examination by major tax jurisdictions, but the tax authority in PRC has the right to examine the Company’s tax position in all past years.

 

 

Note 11 – SHARE CAPITAL

 

(a) Common shares

 

The Company is authorized to issue up to 100,000,000 shares of common stock of par value of $0.001 per share and 3,558,046 shares of Series A preferred stock of par value of $0.001 per share.  As of March 31, 2015 and December 31, 2014, the Company has/had a total of 46,956,631 shares of common stock and no shares of Series A Preferred Stock outstanding. 

 

For the year ended December 31, 2014 and three months ended March 31, 2015		Shares issued				Value
i. sale of shares of common stock to 10 different investors pursuant to a Stock Purchase Agreement, valued at $0.16 per share			23,000,000			$	3,680,000
ii. sale of shares of common stock to 4 different investors pursuant tp a stock Purchase Agreement, valued at $0.16 per share			6,000,000			$	960,000
Total common stock issued during year ended December 31, 2014 and the three months ended March 31, 2015			29,000,000			$	4,640,000

   

These shares were fully vested and not subjected to forfeiture when issued.

 

Note 12 - STATUTORY RESERVE

 

In accordance with the laws and regulations of the PRC, a wholly-owned Foreign Invested Enterprise’s income, after the payment of the PRC income taxes, shall be allocated to the statutory reserves.  The allocation is 10 percent of the net income and the cumulative allocations are not to exceed 50 percent of the registered capital.  However, the laws do not prohibit enterprises to allocate net income to this reserve after the limit of 50 per cent of registered capital has been reached.  These reserves are not transferable to the Company in the form of cash dividends, loans or advances. These reserves are therefore not available for distribution except in liquidation. As of March 31, 2015 and December 31, 2014, the Company has not allocated to these non-distributable reserve funds due to losses sustained in the three months ended March 31, 2015 and the year ended December 31, 2014.

 

Note 13 – RELATED PARTY TRANSACTIONS

 

Listed below is a summary of material relationships or transactions with the Company’s related parties:

 

During the year of 2014 and the quarter ended March 31, 2015, the Company loaned monies to the Company’s CEO. As of March 31, 2015 and December 31, 2014, the balance due from the CEO were $242,261 and $172,634, respectively. These loans do not bear any interest, and are due on demand. The Company has not made any demand for repayment.

 

The Company also borrowed funds from its affiliated company Hangzhou Softview Information Technology Company Limited (“Softview”). As of March 31, 2015 and December 31, 2014, the balances due to Softview were $588,240 and $300,625, respectively. These loans do not bear any interest and are due on demand. Softview has not made any demand for repayment.

 

Note 14 - CURRENT VULNERABILITY DUE TO CERTAIN RISK FACTORS

 

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

 

 

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

 

Description of Business

 

Overview

 

Ceetop, Inc. (the “Company”) is a corporation organized under the laws of the State of Oregon. The Company’s main business is warehousing management services and focusing on B to B supply chain information technology, providing third party supply chain management service for customers, providing data services, and supply chain financial services, and other value-added services for customers. The Company provides customers with B to B integrated supply chain services.

 

By establishing a warehousing base, using iSCM (namely, e-commerce supply chain management system) platform to build a "standardized" identity for the "non-standardized" products, and completing standard data transmission between the upstream and downstream enterprise resource planning of enterprises through the iSCM platform, the Company makes the information of purchases, sales and logistics of its customers more accurate and transparent. With the support of this platform, our customers’ business information is displayed accurately in front of their partners, such as banks. By providing customers with this platform and providing customers with third party logistics supervision, the Company assists banks and other financial institutions in providing customers with supply chain based financial services.

 

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

 

The Company is headquartered in Guiyang, China. We also maintain an operating office and warehousing base located in Hangzhou, China.

 

Organization History

 

Ceetop Inc. (formerly China Ceetop)

 

Ceetop Inc. (formerly China Ceetop. com, Inc.) was incorporated in Oregon on February 18, 2003 under the name of GL Gold Inc. On June 6, 2003 the Company filed an amendment with the State of Oregon changing its name to Oregon Gold, Inc. On January 7, 2011 Oregon Gold Inc. changed its name to China Ceetop.com, Inc. On January 27, 2011, the Company became the holding company of Surry Holding Limited (“Surry”) through a reverse acquisition. On September 12, 2013 the Company changed its name to Ceetop Inc.

 

Ceetop Holdings Limited (Formerly Surry)

 

Surry was incorporated in the British Virgin Islands on September 18, 2009. Surry holds 100% of Westow Technology Limited (“Westow”), a company incorporated in the British Virgin Islands, which in turn holds 100% of Shenzhen Ceetop Network Technology Co., Limited ("SZ Ceetop"), a company incorporated in Shenzhen, Peoples’ Republic of China ("PRC") and ultimately holds 100% of Hangzhou Ceetop Network Technology Co., Limited ("HZ Ceetop"), a company incorporated in Hangzhou, PRC. On April 3, 2014, Surry changed its name to Ceetop Holdings Limited.

 

Westow Technology Limited

 

Westow was incorporated on September 7, 2009, and owns 100% of the outstanding securities of Shenzhen Ceetop Network Technology Co., Limited, a company incorporated in Shenzhen, PRC.

 

Westow entered into share-holding entrustment agreements with three individuals: Fan Zhengqiang, Jin Wanxia, and Liu Weiliang (CEO of the Company) to hold 20%, 40%, and 40%, respectively, of the equity interest of SZ Ceetop on behalf of Westow. The entrustment agreements confirm that Westow is the actual owner of SZ Ceetop. Westow enjoys the actual shareholder’s rights and has the right to obtain any benefits received by the nominal holders. Fan Zhengqiang and Jin Wanxia have no other relationship with the Company. No consideration was given to these individuals who held the equity of SZ Ceetop on behalf of Westow.

 

 

Guizhou Ceetop Network Technology Co., Ltd., Hangzhou Ceetop Network Technology Co., Ltd, Hangzhou Lianzhan Supply Chain Management Co., Ltd., and Hangzhou Tuoyin Management Consulting Co., Ltd.

 

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

 

On July 24, 2014, the Company established a wholly owned company Ceetop (Hong Kong) Limited in Hong Kong under Ceetop Holdings Limited for its business expansion. Ceetop (Hong Kong) Limited is 100% owned by Ceetop Holdings Limited.

  

The address for each entity is set forth below:

 

Name		Address
Ceetop Inc.		A2803, Lianhe Guangchang, 5022 Binhe Dadao, Futian District, Shenzhen, China
Ceetop Holdings Limited		P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
Westow Technology Limited		P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
Guizhou Ceetop Network Technology Co. Ltd (headquarters)		East Yunhuan Road, Baiyun District, Guiyang, China
Hangzhou Ceetop Network Technology Co. Ltd		501 A YuanhuaWangzuo Center, 65 Xintang Road, Hangzhou, China, 310020
Hangzhou Lianzhan Supply Chain Management Co., Ltd.		Suite A1028, 9th Xiyuan Road, Boke Dasha, Hangzhou, China
Hangzhou Tuoyin Management Consulting Co., Ltd.		Suite A1027, 9th Xiyuan Road, Boke Dasha, Hangzhou, China
Ceetop (Hong Kong) Limited		Unit B 8/F Wing Yee Comm Building, 5 Wing Cut St, Sheung Wan, Hong Kong
Hangzhou Softview Information Technology Company Limited		Suite A1026, 9th Xiyuan Road, Boke Dasha, Hangzhou, China

  

Financial Condition and Changes in Financial Condition

 

Overall Operating Results:

 

Net Sales.  For the three months ended March 31, 2015 and 2014, sales were $nil, The lack of revenues is due to the Company  transitioning from online retail sales to B to B supply chain service.

 

Selling, General and Administrative Expenses. Our selling, general and administrative expenses decreased to $88,871 for the three months ended March 31, 2015 from $292,727 for the three months ended March 31, 2014, representing a 70% decrease. The decrease was mainly due to the decrease in salaries and reduction of staffing in the supply chain business.

 

 

Net Loss. The Company’s net loss was $121,358 and $346,196 for the three months ended March 31, 2015 and 2014, respectively.  The decrease was due to the decrease of expenses as a result of the transition of the business of the Company.

 

Liquidity and Capital Resources:

 

The Company incurred net losses of $121,358 and $346,196 for the three months ended March 31, 2015 and 2014 respectively, and has accumulated deficit of $9,570,834 at March 31, 2015.

 

For the year ended December 31, 2014, our independent auditors, in their report on the financial statements, have indicated that the Company has experienced recurring losses from operations and may not have enough cash and working capital to fund its operations beyond the very near term, which raises substantial doubt about our ability to continue as a going concern. Management has made a similar note in the financial statements.  As indicated herein, we have need of capital for the implementation of our business plan, and we will need additional capital for continuing our operations.  We do not have sufficient revenues to pay our expenses of operations. Unless the Company is able to raise working capital, or generate sufficient revenues it is likely that the Company either will have to cease operations or substantially change its methods of operations or change its business plan.

 

Critical Accounting Policies

 

We believe that the critical accounting policies and estimates discussed below involve the most complex management judgments due to the sensitivity of the methods and assumptions necessary in determining the related asset, liability, revenue and expense amounts. In consultation with our Board of Directors, we have identified the following critical accounting policies that require management’s most difficult subjective judgment:

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.  

 

Revenue Recognition

 

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

 

Accounts Receivable/Bad Debt

 

The Company maintains reserves for potential credit losses on accounts receivable.  Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.  Reserves are recorded based on the Company’s historical collation history.  

 

Property and Equipment

 

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

 

Impairment of Long-Lived Assets

 

The Property, Plant and Equipment Topic of the Codification addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes previous accounting guidance, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and “Reporting the Results of Operations for a Disposal of a Segment of a Business.”  The Company periodically evaluates the carrying value of long-lived assets to be held and used, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts.  In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets.  Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. Based on its review, the Company believes that, as of March 31, 2015 and December 31, 2014, there were no impairments of its long-lived assets.

 

 

Income Taxes

 

The Company applies the provisions of FASB ASC 740-10, Accounting For Uncertainty In Income Taxes, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in financial statements. ASC 740-10 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. ASC 740-10 also provides guidance related to, among other things, classification, accounting for interest and penalties associated with tax positions, and disclosure requirements.

 

All of the Company’s income is generated in the PRC, and accordingly, its income tax provision is calculated based on the applicable tax rates and existing legislation, interpretation and practices in respect thereof.

 

Basic and Diluted Income / (Loss) Per Share

 

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

 

Fair Value of Financial Instruments

 

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

 

Share Based Compensation

 

Share-based payment is accounted for based on the FASB Statement No. 123R, “Share-Based Payment, an Amendment of FASB Statement No. 123” (“FAS No. 123R”) and Emerging Issue Task Force 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” (“EITF 96-18”) and Emerging Issue Task Force 00-18 “Accounting Recognition for Certain Transactions involving Equity Instruments Granted to Other Than Employees” (“EITF 00-18”) (codified in FASB ASC Topic 505-50).  The Company recognized in the Consolidated Statements of Income and Comprehensive Income the fair value of shares, stock options and other equity-based compensation issued to non-employees when the service provided by non-employees is completed, or the date when the shares were issued (provided that the shares issued are fully vested and not subject to forfeiture) with the prepaid services presented as contra equity.  This is in accordance with the consensus reached in EITF 00-18 that in the event that a note or receivable is acquired in exchange for the fully vested, non-forfeitable equity instruments, the note or receivable should be displayed as contra-equity by the granter.  The Company, as granter, interprets that the term “receivable” also embraces prepaid service fees. For employees, the Company recognized in the Consolidated Statements of Income and Comprehensive Income the grant date fair value of the shares, stock options and other equity-based compensation over the requisite service period.

 

Off Balance Sheet Arrangements

 

None. 

 

 

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

 

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

 

ITEM 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”), as appropriate to allow timely decisions regarding required disclosure.

 

As required by Rules 13a-15 and 15d-15 under the Exchange Act, the Certifying Officers carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2015. Their evaluation was carried out with the participation of the Company’s management. Based upon their evaluation, the Certifying Officers concluded that the Company’s disclosure controls and procedures were not effective.

 

Notwithstanding the conclusion that our internal control over financial reporting was not effective as of the end of the period covered by this report, the Chief Executive Officer and the Chief Financial Officer believe that the financial statements and other information contained in this quarterly report present fairly, in all material respects, our business, financial condition and results of operations.  Nothing has come to the attention of management that causes them to believe that any material inaccuracies or errors exist in our financial statements as of March 31, 2015. 

 

During the quarter ended March 31, 2015, there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. 

 

 

PART II – OTHER INFORMATION

 

Item 1.    Legal Proceedings

 

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

 

Item 1A. Risk Factors

 

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

 

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

 

None.

 

Item 3.    Defaults Upon Senior Securities

 

None

 

Item 4.    Mine Safety Disclosures

 

Not applicable.

 

Item 5.    Other Information

 

None

 

Item 6.    Exhibits

 

Exhibit Number		Name of Exhibit
31.1		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.(1)
31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.(1)
32.1		Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)
101**		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Loss, (iii) the Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text. (2)

 

(1)	Filed herewith

  

(2)

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

 

 

SIGNATURES

 

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

 

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

 

Date: May 19, 2015

 

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

 

Signatures		Title		Date
/s/ Weiliang Liu		CEO, President, Secretary, and Director		May 19, 2015
Weiliang Liu

 

/s/ Shengming Jia		CFO, and Treasurer		May 19, 2015
Shengming Jia

 

 

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