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EX-31.2 - CHIEF FINANCIAL OFFICER CERTIFICATION - Ceetop Inc.f10q0314ex31ii_ceetop.htm
EX-32.1 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 - Ceetop Inc.f10q0314ex32i_ceetop.htm
EX-31.1 - CHIEF EXECUTIVE OFFICER CERTIFICATION - Ceetop Inc.f10q0314ex31i_ceetop.htm


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, 2014

Commission File Number     000-32629

Ceetop Inc.
(Exact name of registrant as specified in charter)
 
Oregon
 
98-0408707
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
A2803, Lianhe Guangchang, 5022 Binhe Dadao,
Futian District, Shenzhen, China
 
518026
(Address of principal executive offices)
 
(Zip Code)
 
(86-755) 3336-6628
Registrant’s telephone number, including area code

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 
Large accelerated filer  o
 
Accelerated Filer                      o
 
Non-accelerated filer    o
(Do not check if smaller reporting company)
 
Smaller Reporting Company   x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 14, 2014 the Company had outstanding  40,956,631 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-10
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.
(FORMERLY CHINA CEETOP.COM, INC.)
 CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
 
 
 

 
 
 

 
 
CEETOP INC
 
(FORMERLY CHINA CEETOP.COM INC.)
 
CONSOLIDATED BALANCE SHEETS
 
             
   
March 31,
2014
   
December 31,
2013
 
   
(Un-audited)
   
(Audited
 
             
ASSETS
           
             
Current Assets
           
Cash and cash equivalents
  $ 14,249     $ 118,299  
Other receivables
    70,312       86,603  
Prepaid expenses and deposits
    2,950       22,994  
Total Current Assets
    87,511       227,896  
                 
Prepayment for software development (note 6)
    973,520       981,643  
Property, plant and equipment, net (note 4)
    245,247       266,583  
Equity investment in an investee company (note 5)
    1,236,099       1,299,995  
                 
Total Assets
  $ 2,542,377     $ 2,776,117  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current Liabilities
               
Accrued expenses and other payables
  $ 401,585     $ 335,228  
Total Current Liabilities
    401,585       335,228  
                 
                 
Stockholders' Equity
               
Common stock, $0.001 par value, 100,000,000 shares authorized, 40,956,631 and 17,956,631 shares issued and outstanding as at March 31, 2014 and December 31, 2013 (note 8a)
    40,956       17,956  
Shares subscription
    -       3,680,000  
Additional paid-in capital
    10,934,187       7,277,187  
Deferred stock based compensation (note 8b)
    (52,541 )     (117,285 )
Accumulated other comprehensive income
    170,021       188,666  
Accumulated (deficit)
    (8,951,831 )     (8,605,635 )
Total Stockholders' Equity
    2,140,792       2,440,889  
                 
Total Liabilities and Stockholders' Equity
  $ 2,542,377     $ 2,776,117  
 
The accompanying notes are an integral part of these consolidated financial statements. 
 
F-1

 
 
CEETOP INC
 
(FORMERLY CHINA CEETOP.COM INC.)
 
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
 
(Un-audited)
 
             
   
Three months ended March 31,
 
   
2014
   
2013
 
             
Selling, general and administrative expense
    288,863       209,771  
Loss on disposal of property and equipment
    3,864       -  
(Loss) from operations
    (292,727 )     (209,771 )
                 
Other income (loss)
               
Equity (loss) - share of investee company (note 5)
    (53,533 )     -  
Interest income
    64       2  
                 
Net (loss)
  $ (346,196 )     (209,769 )
                 
Other comprehensive (loss) income - Foreign currency translation adjustment
    (18,645 )     180  
                 
Comprehensive (loss)
  $ (364,841 )   $ (209,589 )
                 
Net (loss) per share - basic and diluted
  $ (0.01 )   $ (0.01 )
                 
Weighted average shares outstanding
               
     -basic and diluted
    27,667,742       16,802,052  
                 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-2

 

CEETOP INC
 
(FORMERLY CHINA CEETOP.COM INC.)
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(Un-audited)
 
             
   
Three months ended March 31,
 
   
2014
   
2013
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net (loss)
  $ (346,196 )   $ (209,769 )
Adjustments to reconcile net (loss) to net cash used in operating activities
               
  Depreciation of property, plant and equipment
    13,167       7,235  
  Share based expenses
    64,744       75,997  
  Accounts receivable written off
    -       54,065  
  Loss on disposal of property and equipment
    3,864       -  
  Share of loss in equity investment in Softview
    53,533       -  
Changes in operating assets and liabilities:
               
  Accounts receivable
    -       (1,817 )
  Other receivables, deposits and prepayment
    36,108       85,050  
  Accrued expenses and other payables
    68,710       (25,767 )
Net cash (used in) operating activities
    (106,070 )     (15,006 )
                 
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       -  
                 
Effect of exchange rate changes on cash and cash equivalents
    (5,026 )     844  
                 
Net change in cash and cash equivalents
    (104,050 )     (14,162 )
Cash and cash equivalents, beginning balance
    118,299       71,608  
Cash and cash equivalents, ending balance
  $ 14,249     $ 57,446  
 
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.
 
 
F-3

 

 
CEETOP INC
(FORMERLY CHINA CEETOP.COM 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
   
paid-in
capital
   
compensation
(note 8b)
   
Income
(Loss)
   
Accumulated
Deficit
   
Equity
(Deficit)
 
Balance, December 31, 2012 (audited)
    16,790,631     $ 16,790     $ -     $ 5,836,413     $ (394,664 )   $ 116,580     $ (5,719,076 )   $ (143,957 )
Foreign currency translation adjustments
    -       -       -       -       -       72,086       -       72,086  
Amortization of deferred stock based compensation (note 8b)
    -       -       -       -       277,379       -       -       277,379  
Issuance of common stock to employees
    1,150,000       1,150       -       1,436,350       -       -       -       1,437,500  
Issuance of common stock for legal services
    16,000       16       -       4,424       -       -       -       4,440  
Shares subscription
    -       -       3,680,000       -       -       -       -       3,680,000  
Loss for the year
    -       -       -       -       -       -       (2,886,559 )     (2,886,559 )
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
    -       -       -       -       -       (18,645 )     -       (18,645 )
Amortization of deferred stock based compensation (note 8b)
    -       -       -       -       64,744       -       -       64,744  
Issuance of common stock due to shares subscription (note 8a)
    23,000,000       23,000       (3,680,000 )     3,657,000       -       -       -       -  
Loss for the three months
    -       -       -       -       -       -       (346,196 )     (346,196 )
Balance, March 31, 2014 (un-audited)
    40,956,631     $ 40,956     $ -     $ 10,934,187     $ (52,541 )   $ 170,021     $ (8,951,831 )   $ 2,140,792  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-4

 
CEETOP INC.
(FORMERLY CHINA CEETOP.COM INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2014
(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 further changed its name to Ceetop Inc.
 
Surry Holdings Limited (“Surry”) was incorporated in the British Virgin Islands on September 18, 2009.  Surry owns 100% of Westow Technology Limited (“Westow”), a company incorporated in the British Virgin Islands, which in turn owns 100% of Shenzhen Ceetop Network Technology Co., Limited ("SZ Ceetop"), a company incorporated in Shenzhen, Peoples’ Republic of China ("PRC") and ultimately owns 100% of Hangzhou Ceetop Network Technology Co., Limited ("HZ Ceetop"), a company incorporated in Hangzhou, PRC.
 
Pursuant to a series of transactions completed in September, 2009, Surry became the holding company of Westow, SZ Ceetop and HZ Ceetop ("Group Reorganization").
 
Since Surry, Westow, SZ Ceetop and HZ Ceetop were under common control of a controlling party both before and after the completion of the Group Reorganization, the Group Reorganization has been accounted for using merger accounting.  The consolidated financial statements have been prepared on the basis as if Surry had always been the holding company of Westow, SZ Ceetop and HZ Ceetop and this group structure had been in existence throughout the nine months ended March 31, 2014 and year ended December 31, 2012 as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation”.
 
On January 27, 2011, the Company became the holding company of Surry through a reverse acquisition.  The Company acquired all of the issued and outstanding capital stock of Surry pursuant to the share exchange agreement dated December 30, 2010 by and among Surry, the Company and the shareholders of the Company (the “Share Exchange Agreement”).  At the same time, the Company effected a reverse stock split such that the number of all existing issued shares were reduced from 19,900,100 to 866,636 on a 23 to 1 basis.  Pursuant to the Share Exchange Agreement, the Company acquired 100% of the capital stock and ownership interests of Surry in exchange for 28,496,427 newly-issued shares of the Company’s common stock and 3,558,046 newly issued shares of the Company’s series A preferred stock.
 
Prior to the acquisition of the Surry, the Company was a non-operating public shell.  Pursuant to Securities and Exchange Commission (“SEC”) rules, the merger or acquisition of a private operating company into a non-operating public shell with nominal net assets is considered as a capital transaction, rather than a business combination.  Accordingly, for accounting and financial reporting purposes, the transaction was treated as a reverse acquisition, wherein Surry is considered the acquirer.  The assets and liabilities of Surry have been brought forward at their book value and no goodwill has been recognized.  The historical financial statements prior to January 27, 2011 are those of Surry.
 
The Company operates in a single reportable segment, the principal activities of the Company were engaged in the provision of an online platform for distribution of 3C products (computers/communications/consumer electronics) in the PRC by way of a website named www.ceetop.com mainly through its wholly owned legal subsidiaries HZ Ceetop and SZ Ceetop.

The Company has transformed from online retail sales into an integrated supply chain service provider, and focuses on business to business supply chain management and related value added services for customers.  Through the stimulation of labor specialization, the original competition between products or companies has turned into the competition between supply chains. Each supply chain is a consolidation of companies to provide the final products.
 
On March 5, 2013, the name of the subsidiary company, 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.
 
 
F-5

 
 
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.
 
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 $346,196 and $209,769 for the three months ended March 31, 2014 and 2013 respectively and has accumulated deficit of $8,951,831 and $8,605,635 at March 31, 2014 and December 31, 2013, respectively.  Furthermore, previous discussion between the Company and the Government of Guiyang (the “Government”) during the year ended December 31, 2012, to provide subsidies to the Company amounting to RMB 10,000,000 per year for three consecutive years to entice the Company to relocate to Guiyang remains inconclusive.  It appears, as at March 31, 2013, it is more-likely-than-not, that a formal agreement will not be entered into between the Company and the Government. 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 reference for periods subsequent to July 1, 2009 are based on the codification.  The Company's functional currency is the Chinese Yuan (“Renminbi”, “RMB”); however the accompanying consolidated financial statements have been translated and presented in the United States Dollars (“$”).
 
Principles of Consolidation
 
The Consolidated Financial Statements incorporate the financial statement items of the combining entities or businesses in which the common control combination occurs as if they had been combined from the date when the combining entities or businesses first came under the control of the controlling party.
 
The net assets of the combining entities or businesses are combined using the existing book values from the controlling parties’ perspective.  No amount is recognized in respect of goodwill or excess of acquirer’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities over cost at the time of common control combination, to the extent of the continuation of the controlling party’s interest.
 
The Consolidated Statements of Operations and Comprehensive Loss include the results of each of the combining entities or businesses from the earliest date presented or since the date when the combining entities or businesses first came under common control, where this is a shorter period.
 
A business combination involving entities or businesses under common control is a business combination in which all of the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory.  Such business combinations are referred to as common control combinations which is in line with U.S. GAAP.

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, 2014.
 
The consolidated balance sheets and certain comparative information as of December 31, 2013 are derived from the audited consolidated financial statements and related notes for the year ended December 31, 2013 (“2013 Annual Financial Statements”), included in the Company’s 2013 Annual Report on Form 10-K. These unaudited interim consolidated financial statements should be read in conjunction with the 2013 Annual Financial Statements.
 
 
F-6

 
 
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

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

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 is not expected to 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. This guidance is applicable for fiscal years and interim periods beginning after December 15, 2013. The Company is evaluating the potential impact of adopting this standard on its consolidated financial statements.

As of March 31, 2014, there are no recently issued accounting standards not yet adopted that would have a material effect on the Company’s financial statements.
 
Note 4 – 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
 
 
 
F-7

 
 
As of March 31, 2014 and December 31, 2013, property, plant & equipment consist of the following:
 
   
3/31/2014
   
12/31/2013
 
Office equipment
   
395,950
     
406,306
 
Leasehold improvement
   
95,375
     
96,171
 
Motor vehicles
   
53,868
     
54,318
 
Accumulated depreciation
   
(299,946
)
   
(290,212
)
   
$
245,247
   
$
266,583
 
 
Depreciation expense for the three months ended March 31, 2014 and 2013 was $13,167 and $7,235, respectively.
 
Note 5 – 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, 2014 and December 31, 2013, the Company’s share of underlying net assets of Softview as follow:
 
   
3/31/2014
   
12/31/2013
 
             
Current assets
 
$
1,533,851
   
$
1,596,417
 
Current liabilities
   
(168,040
)
   
(134,337
)
Property, plant and equipment
   
14,771
     
15,194
 
Intangible assets
   
1,527,886
     
1,581,536
 
Underlying net assets of Softview
 
$
2,908,468
   
$
3,058,810
 
                 
The Company's investment
   
1,236,099
   
$
1,299,995
 
The Company's share of underlying net assets of Softview
   
1,236,099
     
1,299,995
 
Difference
   
-
   
$
-
 
 
 
F-8

 

 
The results of operations of Softview is summarized below:
 
Condensed income statement information:
 
   
Three months ended 3/31/2014
 
       
 Net sales
 
$
58,136
 
 Gross profit
 
$
34,026
 
 Net (loss)
 
$
(125,961
)
         
The Company’s (42.5%) share of loss
 
$
(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 6 – PREPAYMENT FOR SOFTWARE DEVELOPMENT

In December 2013, the Company entered into a software development agreement with certain software developer in the PRC to develop customized 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 customized software to the Company that meets the Company’s specification by December 31, 2014.
 
Note 7 - INCOME TAXES

The Company operates in more than one jurisdiction with the main operations conducted in PRC and no activities in United States with complex regulatory environments subject to different interpretations by the taxpayer and the respective governmental taxing authorities.  The Company evaluates its tax positions and establishes liabilities, if required.
 
Pursuant to the PRC Income Tax Laws, the Enterprise Income Tax (“EIT”) through December 31, 2007 is at a statutory rate of 33%, which is comprised of 30% national income tax and 3% local income tax.  As from January 1, 2008 onwards, the EIT is at a statutory rate of 25%.

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.

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, 2014 and 2013, 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.
 
 
F-9

 
 
Note 8 – 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, 2014 and December 31, 2013, the Company has a total of 40,956,631 and 17,956,631 shares of common stock and no shares of Series A Preferred Stock outstanding. 

For the year ended December 31, 2013
 
Shares issued
 
Value
 
i. issued for legal advisory services, valued at $0.02 per share
   
12,000
   
$
240
 
ii. issued for legal advisory services, valued at $1.05 per share
   
4,000
     
4,200
 
iii. issued to employees for past services, valued at $1.25 per share
   
1,150,000
     
1,437,500
 
Total common stock issued during the year ended December 31, 2013
   
1,166,000
   
$
1,441,940
 
 
For the three months ended March 31, 2014
 
Shares issued
 
Value
 
iv. 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
 
Total common stock issued during the three months ended March 31, 2014
   
23,000,000
   
$
3,680,000
 
 
These shares were fully vested and not subjected to forfeiture when issued.

(b) Deferred stock-based compensation

On July 12, 2011, the Company issued an aggregate of 2,900,000 shares of the Company’s common stock to four independent parties, in exchange for market research and other advisory services from them pursuant to the terms of four consultancy agreements dated May 6, 2011, June 15, 2011, April 3, 2011 and May 5, 2011 respectively (“Consultancy Agreements”).  The shares were fully vested and not subject to forfeiture when issued. The fair value of the shares issued was $0.31 per share and the total fair value of the shares issued was $899,000.  The fair value of the shares issued was based on the quoted market price of the Company’s shares as of July 12, 2011. The total fair value of the shares issued are recognized as a share-based payment expense over the period from the date of the Consultancy Agreements to the consultancy services are completed.  The consultancy services are to be performed for two to three years.   For the three months ended March 31, 2014 and 2013, the Company amortized $64,744 and $75,757 as share-based payment expense respectively.  The unrecognized share-based payment expense of $52,541 as of March 31, 2014 will be amortized up to July 2014.  There is no tax benefit related to the share-based payment expense recognized.
 
Note 9 - 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, 2014 and December 31, 2013, the Company has not allocated to these non-distributable reserve funds due to losses sustained in the three months ended March 31, 2014 and the year ended December 31, 2013.
 
Note 10 - CURRENT VULNERABILITY DUE TO CERTAIN RISK FACTORS
 
The Company’s operations are carried out entirely in the PRC.  Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, by the general state of the PRC's economy.  The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Note 11 - SUBSEQUENT EVENTS
 
The Company has evaluated subsequent events for potential recognition and disclosure.  No significant events occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on our consolidated financial statements.
 
 
F-10

 
 
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Description of Business
 
Overview
 
Ceetop, Inc. (the “Company”) is an Oregon-registered corporation. Before 2013 the Company owns and operates the online retail platform: www.ceetop.com. Due to excessive competition in online retail, the Company has transformed itself into an integrated supply chain services provider, and focuses on Business to Business (“B to B”) supply chain management and related value-added services among enterprises.
 
Since the second half of 2012, the Company gradually has changed its focus from online retail business, and focused on providing warehousing management and B to B supply chain information technology service for suppliers. After business restructuring and a pilot run in the first half of 2013, the Company’s main business was adjusted to conduct 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 supply chain management ( “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 now focuses on B to B data collection and transmission among multiple enterprises, and data analysis services. Our advanced technology, experiences in supply chain management and efficient data processing ability provides value-added data services for other online platforms, offline stores and logistic servers, banks and others.
 
The Company is headquartered in Guiyang, China, in the second quarter of 2013. We also maintain an operating office and warehousing base located in Hangzhou, China.
 
Organization History
 
Organizational History of Ceetop, Inc
 
Ceetop, Inc. was incorporated in Oregon on February 18, 2003 under the name of GL Gold Inc.  On June 6, 2003 the Company filed an amendment with the State of Oregon changing its name to Oregon Gold, Inc.  On January 7, 2011 Oregon Gold Inc. changed its name to China Ceetop.com, Inc. and on September 12, 2013 the Company changed its name to Ceetop Inc.   
 
Organizational History of Surry
 
Surry Holdings Limited (“Surry”) was incorporated in the British Virgin Islands on September 18, 2009. Surry owns 100% of the outstanding securities of Westow Technology Limited (“Westow”), a company incorporated in the British Virgin Islands. Surry’s subsidiaries are engaged in supply chain services business. Pursuant to a transaction completed on February 28, 2010, the Company holds 100% of Westow.  Surry changed its name to Ceetop Holdings Limited on April 3, 2014.
 
Organizational History of Westow
 
Westow was incorporated on September 7, 2009, and owns 100% of the outstanding securities of Guizhou Ceetop Network Technology Co., Ltd (formerly Shenzhen Ceetop Network Technology Co., Limited),  a company registered and located in Guiyang, PRC.
 
 
2

 
 
Organizational History of 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) changed its name and moved to Guiyang, PRC during the second quarter of 2013. On January 14, 2014, Guizhou Ceetop Network Technology Co., Ltd. changed its name to Guizhou Ceetop Group Holding Co., Ltd.  Hangzhou Ceetop Network Technology Co., Ltd. was incorporated in October 31, 2006. Both Hangzhou Lianzhan Supply Chain Management Co., Ltd. (mainly provides 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 Group Holding Co., Ltd owns 100% outstanding securities of Hangzhou Ceetop Network Technology Co., Ltd., Hangzhou Lianzhan Supply Chain Management Co., Ltd. and Hangzhou Tuoyin Management Consulting Co., Ltd.
 
Organizational History of Hangzhou Softview Information Technology Co., Ltd. (“Softview”)

Softview was incorporated in Hangzhou on July 7, 2010.  Guizhou Ceetop Network Technology Co., Ltd. owns 42.5% of the outstanding securities of Softview. Softview is engaged in the information technology in the supply chain management system.
  
The address for each entity is set forth below:
 
Name
 
Address
Ceetop, Inc. (formerly China Ceetop.com, Inc.)
 
A2803, Lianhe Guangchang, 5022 Binhe Dadao, Futian District, Shenzhen, China
     
Ceetop Holdings Limited (formerly Surry Holdings Limited)
 
P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
     
Westow Technology Limited
 
P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
     
Guizhou Ceetop Group Holding Co., Ltd. (formerly Guizhou Ceetop Network Technology Co. Ltd.) (headquarters)
 
East Yunhuan Road, Baiyun District, Guiyang, China
     
Hangzhou Ceetop Network Technology Co. Ltd
 
501 A YuanhuaWangzuo Center, 65 Xintang Road, Hangzhou, China, 310020
     
Hangzhou Lianzhan Supply Chain Management Co., Ltd.
 
Suite A1028, 9th Xiyuan Road, Boke Dasha, Hangzhou, China
     
Hangzhou Tuoyin Management Consulting Co., Ltd.
 
Suite A1027, 9th Xiyuan Road, Boke Dasha, Hangzhou, China
     
Hangzhou Softview Information Technology Company Limited
 
Suite A1026, 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, 2014 and 2013, 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 increased to $288,863 for the three months ended March 31, 2014 from $209,771 for the three months ended March 31, 2013, representing a 38% increase. The increase was mainly due to the increase in salaries and addition of increased staffing in the supply chain business.
 
 
3

 
 
Net Loss. The Company’s net loss was $346,196 and $209,769 for the three months ended March 31, 2014 and 2013, respectively.  The increase was due to input to the new business and increase of expenses as a result of the transition of the business of the Company.
 
Liquidity and Capital Resources:

The Company incurred net losses of $346,196 and $209,769 for the three months ended March 31, 2014 and 2013 respectively, and has accumulated deficit of $8,951,831 at March 31, 2014.

For the year ended December 31, 2013, 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, 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, 2014 and December 31, 2013, there were no impairments of its long-lived assets.
 
 
4

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

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN 48”), codified in FASB ASC Topic 740.  When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.  The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.  Tax positions taken are not offset or aggregated with other positions.  Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority.  The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.  The adoption of FIN 48 did not have a material impact on the Company’s financial statements.  At March 31, 2014 and December 31, 2013, the Company did not take any uncertain positions that would necessitate recording a tax related liability.

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.
 
 
5

 
 
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

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

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
 
We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of March 31, 2014 that our disclosure controls and procedures were not effective at ensuring that the material information required to be disclosed in the Exchange Act reports is recorded, processed, summarized and reported as required in applicable SEC rules and forms. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.  
 
During the quarter ended March 31, 2014, there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
 
 
6

 
 
PART II – OTHER INFORMATION

Item 1.    Legal Proceedings

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

Item 1A. Risk Factors

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

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

None.

Item 3.    Defaults Upon Senior Securities

None

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

None

Item 6.    Exhibits
 
Exhibit Number
 
Name of Exhibit
31.1
 
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.(1)
     
31.2
 
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.(1)
     
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)
     
101**
 
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 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., Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 
7

 
 
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10-Q 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 14, 2014

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signatures
 
Title
 
Date
         
/s/ Weiliang Liu
 
CEO, President, Secretary, and Director
 
May 14, 2014
Weiliang Liu
       
 
/s/ Shengming Jia
 
CFO, and Treasurer
 
May 14, 2014
Shengming Jia
       
 
 
8