CHINA VOIP & DIGITAL TELECOM INC. Files SEC form 10-Q, Quarterly Report

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-Q. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report. BUSINESS OVERVIEW China VoIP Digital Telecom Inc. ("the Company"), formerly, Crawford Lake Mining, Inc. acquired on August 17, 2006, all of the outstanding capital stock of Jinan YinQuan Technology Co. Ltd. ("Jinan Yinquan") in exchange for the issuance of 40,000,000 shares of our common stock to the Jinan Shareholders and $200,000. Such shares were restricted in accordance with Rule 144 of the 1933 Securities Act. In addition, as further consideration for the acquisition, Apollo Corporation, the principal shareholder of the Company, agreed to cancel 11,750,000 post-split shares of its outstanding common stock. Based upon same, Jinan became our wholly-owned subsidiary. Jinan Yinquan is an equity joint venture established in Jinan in 2001, in the People's Republic of China ("the PRC"). The exchange of shares with Jinan Yinquan has been accounted for as a reverse acquisition under the purchase method of accounting since the stockholders of the Jinan Yinquan obtained control of...
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VoIP Services, Blocked by Government, May Be Difficult to Continue

JINAN, China--(BUSINESS WIRE)--Jinan Yinquan Technology, the wholly owned subsidiary of China VoIP & Digital Telecom Inc. (CVDT.OB), today announced that as a result of the political riot on July 5 in Urumqi, the capital of the Xinjiang Uygur Autonomous region, the country issued an order in July 2009 to block VoIP services, which may be difficult to continue. The government has not removed the order to resume services. Mr. Li Kunwu, CEO of the company, said: “The indefinite block of VoIP services is a political need at this time and we cannot change the government’s policy. CVDT is considering discontinuing the VoIP service and focusing on providing the virtualization solutions and services.”In addition, Mr. Li added, “While the block that happened this time is a special issue, it is beyond our expectations that the government has not lifted the order to resume VoIP services. As a result, the company's telecom service business has suffered tremendously. We hope that all investors understand that the company’s future VoIP operations are facing great uncertainties and challenges.”About China VoIP & Digital Telecom Inc.China VoIP & Digital Telecom Inc. offers Voice Over the Internet Protocol (VOIP) telecommunications services together with the virtualization technology application in the People's Republic of China through its wholly owned subsidiary Jinan Yinquan Technology Co., Ltd. Through Jinan Yinquan, China VoIP is well positioned to take full advantage of the tremendous economic growth currently being experienced in China. The Company is currently marketing its NP Soft Switch system in China and is currently in the testing stages of other Informa...
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CHINA VOIP & DIGITAL TELECOM INC. Financials

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CHINA VOIP & DIGITAL TELECOM INC. Files SEC form 10-Q, Quarterly Report

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-Q. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report. BUSINESS OVERVIEW China VoIP Digital Telecom Inc. ("the Company"), formerly, Crawford Lake Mining, Inc. acquired on August 17, 2006, all of the outstanding capital stock of Jinan YinQuan Technology Co. Ltd. ("Jinan Yinquan") in exchange for the issuance of 40,000,000 shares of our common stock to the Jinan Shareholders and $200,000. Such shares are restricted in accordance with Rule 144 of the 1933 Securities Act. In addition, as further consideration for the acquisition, Apollo Corporation, the principal shareholder of the Company, agreed to cancel 11,750,000 post-split shares of its outstanding common stock. Based upon same, Jinan Yinquan became our wholly-owned subsidiary. Jinan Yinquan is an equity joint venture established in Jinan in 2001, in the People's Republic of China ("the PRC"). The exchange of shares with Jinan Yinquan has been accounted for as a reverse acquisition under the purchase method of accounting since the stockholders of the Jinan Yinquan obtained control of the cons...
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CHINA VOIP & DIGITAL TELECOM INC. Files SEC form 8-K, Triggering Events That Accelerate or Increase a Direct Financia

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. On June 22, 2009, we received an Event of Default Redemption Notice (the " Default Notice") from Castlerigg Master Investments Ltd. ("Castlerigg") with respect to the certain Amended and Restated Senior Secured Convertible Note issued by the Registrant to Castlerigg on or about December 21,2007, as amended December 8, 2008 (the "Financing Transaction"). The Financing Transaction is disclosed in more detail in the Form 8-k filed on December 26, 2007 and December 10, 2008, and all transaction documents are attached to that Form 8-ks and are herein incorporated by reference. As previously disclosed in the Company's Form 10-K filed on March 31, 2009, we received a Holder Optional Redemption Notice (the "Holder Redemption Notice") dated December 21, 2008 (the "Redemption Notice") from Castlerigg with respect to the Financing Transaction, notifying the Registrant its election to require a Holder Optional Redemption for the available Redemption Amount of $$1,703,025.33, one third of the Principal of the Note plus accrued interest. The mount should be delivered to Castlerigg no later than December 30, 2008. On April 17, 2009, Castlerigg sent the Registrant a Conversion Notice seeking to convert $10,000 principal amount of the Note into 266,904 (the Conversion Price equals to $0.0375 per share). Since the Registrant didn't agree with the Conversion Price applied by Castlerigg, the Conversion Notice has not been executed. The Default Notice stated that we are in default for failure to (1) pay the Redemption Amount of $1,703,025.33 by no later than December 30,2008; (2) make timely payment of the interest covering the Calendar Quarter ended March 31, 2009; and (3) make required share conversion within two business days after getting the Conversion Notice; The total amount of the Default Re...
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CHINA VOIP & DIGITAL TELECOM INC. Files SEC form 10-Q, Quarterly Report

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-Q. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report. BUSINESS OVERVIEW China VoIP Digital Telecom Inc. ("the Company"), formerly, Crawford Lake Mining, Inc. acquired on August 17, 2006, all of the outstanding capital stock of Jinan YinQuan Technology Co. Ltd. ("Jinan Yinquan") in exchange for the issuance of 40,000,000 shares of our common stock to the Jinan Shareholders and $200,000. Such shares are restricted in accordance with Rule 144 of the 1933 Securities Act. In addition, as further consideration for the acquisition, Apollo Corporation, the principal shareholder of the Company, agreed to cancel 11,750,000 post-split shares of its outstanding common stock. Based upon same, Jinan became our wholly-owned subsidiary. Jinan Yinquan is an equity joint venture established in Jinan in 2001, in the People's Republic of China ("the PRC"). The exchange of shares with Jinan Yinquan has been accounted for as a reverse acquisition under the purchase method of accounting since the stockholders of the Jinan Yinquan obtained control of ...
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CHINA VOIP & DIGITAL TELECOM INC. Files SEC form 10-K, Annual Report

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS or PLAN OF OPERATION Item 1. Safe Harbor Declaration The comments made throughout this 10-KSB report should be read in conjunction with our financial statements and the notes thereto, and other financial information appearing elsewhere in this document. In addition to historical information, the following discussion and other parts of this document contain certain forward-looking information. When used in this discussion, the words, "believes," "anticipates," "expects," and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from projected results, due to a number of factors beyond the Company's control. The Company does not undertake to publicly update or revise any of its forward-looking statements, even if experience or future changes show that the indicated results or events will not be realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Readers are also urged to carefully review and consider the Company's discussions regarding the various factors, which affect company business, included in this section and elsewhere in this report. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-lookin...
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CHINA VOIP & DIGITAL TELECOM INC. Files SEC form 8-K, Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 8, 2008, China VoIP & Digital Telecom, Inc. ("we" or the "Company") entered into an Amendment and Exchange Agreement attached hereto as Exhibit 10.1 (the "Amended Agreement") with an accredited investor (the "Investor") that amended and restated the terms of the Securities Purchase Agreement and related transaction documents dated December 21, 2007 (the "Financing Transaction"). The Financing Transaction is disclosed in more detail in the Form 8-K filed on December 26, 2007 and all transaction documents attached to that Form 8-k are herein incorporated by reference. In connection with the Amended Agreement, we agreed to exchange the note and warrants issued in the Financing Transaction for (i) an amended and restated senior secured convertible note in the form attached hereto as Exhibit 10.2 in the principal amount of $5,000,000 (the "Exchanged Note"), which is convertible into Common Stock, (ii) an amended and restated Series A Warrant in the form attached hereto as Exhibit 10.3, which is exercisable into 23,062,731 shares of Common Stock (the "Exchanged Series A Warrant "), (iii) an amended and restated Series B Warrant in the form attached hereto as Exhibit 10.4, which is exercisable into 16,143,911 shares of Common Stock (the "Exchanged Series B Warrant "), (iv) an amended and restated Series C Warrant in the form attached hereto as Exhibit 10.5, which, subject to certain conditions, shall be exercisable to 16,489,852 shares of Common Stock (the "Exchanged Series C Warrant") and (iv) a new Series D Warrant in the form attached hereto as Exhibit 10.6, which is exercisable into 7,500,000 shares of Common Stock (the " Series D Warrant). Pursuant to the Amended Agreement, we agreed to adjust the Conversion Price (as defined in the Exchanged Note) and the exercise prices of the Exchanges Series A Warrant, the Exchang...
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CHINA VOIP & DIGITAL TELECOM INC. Files SEC form 10-Q, Quarterly Report

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report. Plan of Operation We were originally incorporated in Nevada on October 18, 2004 as a development stage company named "Crawford Lake Mining, Inc." in the business of mineral exploration. On August 17, 2006, we entered in an agreement with Jinan Yinquan Technology Co., Ltd., a Chinese registered company. Upon the effectiveness of the Acquisition, the Company succeeded to the business of Jinan Yinquan, which will be continued as its sole line of business. Accordingly, the Company has changed its name to China VoIP & Digital Telecom Inc. and has also changed its symbol to CVDT. During the next twelve months, we expect to take the following steps in connection with the development of our business and the implementation of our plan of operations: · We intend to continue with our marketing strategies to market our NP Soft Switch System in the People's Republic of China. We currently offer our products to 17 cities within the Shandong Province, 3 cities within Zhejiang Province and 1 city in Anhui Province. · Along with the continued marketing activities of our current products and services, we are also developing other telecommunication t...
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