Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
December 31,
2009
Date of
Report (Date of earliest event
reported)
MEZABAY INTERNATIONAL,
INC.
(FORMERLY, CARDTREND
INTERNATIONAL INC.)
(Exact
name of registrant as specified in its charter)
000-30013
(Commission
File Number Identification No.)
Nevada
(State
or other jurisdiction of incorporation)
800
5thAvenue,
Suite 4100
Seattle, Washington
98104
(Address
of principal executive offices, including zip code)
(206)
447-1379
(Registrant's
telephone number, including area code)
Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities
Act
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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TABLE
OF CONTENTS
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ITEM
2.01
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COMPLETION
OF ACQUISITION OR DISPOSITION OF ASSETS.
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ITEM
3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES.
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ITEM
5.01
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CHANGES
IN CONTROL OF REGISTRANT.
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ITEM
5.02
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DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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SIGNATURES
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EXHIBITS
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EXPLANATORY
NOTE
This amendment is being filed to amend
the Form 8-K previously filed by Mezabay International Inc’s (formerly Cardtrend
International, Inc.) (“Company”) on September 28, 2009 to:
(1) correct
the errors:
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(i)
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in
Item 2.01 (a) in the number of shares of the common stock of the Company
used for the calculation of the percentages of this class of shares held
by the ex-directors/officers as of August 30,
2009;
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(ii)
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in
the percentages of the class of shares held by the ex-directors /officers
arising from the error as discussed in (i)
above;
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(iii)
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the
dates “August 30, 2008” and “September 23, 2008” in Item 2.01 (a) to
“August 30, 2009” and “September 23, 2009”,
respectively;
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(iv)
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in
Item 2.01 (a) in the number of shares of common stock held by Tey Yong
Qing, Chai Kok Wai, all Officers/Directors as a Group and Low Kok Keng,
respectively, as of September 23, 2009;
and
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(v)
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in
Item 5.01 in the number of shares of common stock of the enlarged capital
of the Company as of the Closing Date and as of the date when the
remaining 5,000,000 shares of the Series D Preferred Stock are converted
to shares of common stock, and
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(2) include
the financial statements as required under Item 9.01 of the Form
8K.
ITEM
2.01 COMPLETION OF ACQUISITION OR
DISPOSITION OF ASSETS.
(a) Completion
of Acquisition
As used
in this report, "we", "us", "our", “Mezabay” and the "Company" refer to Mezabay
International, Inc. (formerly, Cardtrend International Inc.), a Nevada
corporation.
The
following table sets forth certain information regarding the beneficial
ownership of our common stock as of August 30, 2009 (prior to the completion of
the acquisition disclosed herein) by each director, officer, affiliate and
person or entity known by us to be the beneficial owner of more than 5% of the
outstanding shares of common and/or preferred stock.
-2-
Where the
Number of Shares Beneficially Owned includes shares which may be purchased upon
the exercise of outstanding stock options and warrants which are or within sixty
days will become exercisable (“presently exercisable options” and “presently
exercisable warrants”, respectively) and the shares which may be issued upon the
conversion of the shares of preferred stock which are or within sixty days will
become convertible (“presently convertible preferred shares”), the percentage of
class of common stock reported in this column has been calculated assuming the
exercise of such options and warrants and the conversion of such preferred
shares. The percentages below for the class of common stock are calculated based
on the sum of 691,626,442 shares of our common stock issued and outstanding as
of August 30, 2009 plus presently exercisable options and presently exercisable
warrants directly owned by the officers and directors as of August 30, 2009
totaling 5,240,000 and 7,040,611, respectively, which is equal to 703,907,053.
There was no share of preferred stock issued and outstanding as of August 30,
2009. The number of authorized shares of common stock and preferred stock as at
August 30, 2009 was 1,500,000,000 and 10,000,000 respectively.
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Name and address
of
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Amount and nature
of
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Percent
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Beneficial
Owner
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Beneficial
Ownership
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Of
Class
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Officers
and Directors:(1)
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Ng
King Kau (2)
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85,450,925
common stock
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12.37
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%
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Low
Kok Keng (3)
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73,269,130
common stock
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10.59
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%
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Katherine
YL Tung (4)
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9,515,232
common stock
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1.38
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%
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Choo
Jee Sam (5)
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69,642,640
common stock
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10.07
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%
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Wong
Chee Leong (6)
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20,180,340
common stock
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2.92
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%
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Chen
Yu Hua (7)
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43,438,684
common stock
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6.28
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%
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All
Officers and Directors as a Group (6
Persons) (8)
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301,496,951
common stock
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43.59
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%
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(1)
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The
address for each of the Company's directors and executive officers as of
August 30, 2009 was the Company's principal offices, Cardtrend
International, Inc. 800 5th
Avenue, Suite 4100, Seattle, WA 98104.
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(2)
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The
shares comprised 83,690,925 directly owned shares of common stock and
1,760,000 shares of common stock if exercised under presently
exercisable options.
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(3)
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The
shares comprised 71,939,130 shares of common stock (67,939,130 directly
owned shares and 4,000,000 shares owned by spouse as to which Mr. Low
disclaims his beneficial ownership) and 1,330,000 shares of common
stock if exercised under presently exercisable options.
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(4)
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The
shares comprised 9,415,232 directly owned shares of common stock and
100,000 shares of common stock if exercised under presently exercisable
option.
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(5)
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The
shares comprised 62,102,029 directly owned shares of common stock,
7,040,611 shares of common stock if exercised under presently exercisable
warrants and 500,000 shares of common stock if exercised under presently
exercisable options.
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(6)
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The
shares comprised 19,380,340 directly owned shares of common stock and
800,000 shares of common stock if exercised under presently exercisable
options.
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(7)
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The
shares comprised 42,688,684 directly owned shares of common stock and
750,000 shares of common stock if exercised under presently exercisable
options.
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-3-
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(8)
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The
shares comprised 289,216,340 shares of common stock, 5,240,000 shares of
common stock if exercised under presently exercisable options and
7,040,611 shares of common stock if exercised under presently exercisable
warrants, directly owned by all the directors and officers as a
Group.
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On
September 11, 2009, the Company, Gaeawave Sdn. Bhd., a company incorporated in
Malaysia ("Gaeawave"), Tey Yong Qing, and Chai Kok Wai, the shareholders of
Gaeawave, entered into a Share Exchange Agreement (the "Agreement") to exchange
for 100% of their capital stock of Gaeawave for the issuance by the Company of
10,000,000 shares of Series D Convertible Preferred Stock (the "Series D
Preferred Stock") to Tey Yong Qing and Chai Kok Wai (collectively referred to as
the “Vendors”) upon the closing of the Agreement (“Closing”).
The
shares the Series D Preferred Stock will be convertible into shares of our
common stock on a basis of one hundred (100) shares of our common stock for each
Series D Preferred Stock based on the following schedule:
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(i)
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Within
seven (7) days from date of Closing, 5,000,000 shares of the Series D
Preferred Stock will be convertible into 500,000,000 shares of our common
stock; and
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(ii)
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Upon
the effective increase in our authorized number of shares of common stock
from 1,500,000,000 to a minimum of 3,000,000,000, the remaining 5,000,000
shares of the Series D preferred Stock will be convertible into
500,000,000 shares of our common
stock.
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On
September 14, 2009, we filed a Form 8K on the above transaction.
On
September 22, 2009 (Eastern Time 9PM), the foregoing transaction was
completed.
10,000,000
shares of Series D Preferred Stock have been delivered to the
Vendors.
The
Vendors have delivered all of the issued and outstanding capital shares of
Gaeawave to the Company. As a result of the foregoing, Gaeawave is now a wholly
owned subsidiary corporation of the Company and will continue to conduct its
E-commerce and M-commerce businesses in Asia with a principal office in
Malaysia.
The
following table sets forth certain information regarding the beneficial
ownership of our common stock and preferred stock as of September 23, 2009
(after the completion of the acquisition disclosed herein) by each director,
officer, affiliate and person or entity known by us to be the beneficial owner
of more than 5% of the outstanding shares of common and/or preferred
stock.
Where the
Number of Shares Beneficially Owned includes shares of common stock which may be
purchased upon the exercise of outstanding stock options and warrants which are
or within sixty days will become exercisable (“presently exercisable options”
and “presently exercisable warrants”, respectively) and the shares of common
stock which may be issued upon the conversion of the shares of preferred stock
which are or within sixty days will become convertible (“presently convertible
preferred shares”), the percentage of class of shares of common stock reported
in this column has been calculated assuming the exercises of such options and
warrants and the conversion of such preferred shares. The percentages below for
the class of common stock are calculated based on the sum of 974,360,108 shares
of our common stock issued and outstanding as of September 23, 2009 plus
500,000,000 shares of common stock arising from the conversion of 5,000,000
presently convertible preferred shares, which is equal to 1,474,360,108. There
were no presently exercisable options and presently exercisable warrants owned
by any of the directors and officers of the Company as of September 23, 2009.
The percentages below for the class of preferred stock are calculated based on
5,000,000 shares of preferred stock issued and outstanding as of September 23,
2009. The number of authorized shares of common stock and preferred stock was
1,500,000,000 and 10,000,000, respectively.
-4-
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Name and address
of
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Amount and nature
of
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Percent
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Beneficial
Owner
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Beneficial
Ownership
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Of
Class
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Officers and Directors
(1)
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Tey
Yong Qing (2a)
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254,859,000
common stock
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17.29%
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Tey
Yong Qing (2b)
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2,500,000
preferred stock
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50.00%
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Shoon
Hau Tsin (3)
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-
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Thum
May Yin (4)
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-
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-
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Fan
Foo Min (5)
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-
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Affiliate
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Chai
Kok Wai (6a)
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254,892,000
common stock
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17.29%
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Chai
Kok Wai (6b)
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2,500,000
preferred stock
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50.00%
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All
Officers, Directors and Affiliate as a Group (5 Persons)
(7a)
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509,751,000
common stock
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34.57%
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All
Officers, Directors and Affiliate as a Group (5 Persons)
(7b)
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5,000,000
preferred stock
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100.00%
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Other
Persons
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Ng
King Kau (8)
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153,801,792
common stock
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10.43%
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Low
Kok Keng (9)
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125,095,099
common stock
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8.48%
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Chen
Yu Hua (10)
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100,742,553
common stock
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6.83%
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(1)
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The
address for each of the Company's directors and executive officers as of
September 23, 2009 is the Company's principal offices, Cardtrend
International, Inc. 800 5th
Avenue, Suite 4100, Seattle, WA 98104.
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(2a)
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Appointed
as a director on September 22, 2009 and Chief Operating Officer on
September 23, 2009. The shares comprised 4,859,000 directly owned shares
of common stock and 250,000,000 shares of common stock when 2,500,000
directly owned shares of presently convertible preferred stock are
converted on or before September 28, 2009.
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(2b)
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The
shares comprised only directly owned shares of preferred stock which are
convertible to 250,000,000 shares of common stock when the Company’s
authorized number of shares of common stock has been increased to
3,000,000,000 or more.
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(3)
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Appointed
as a director on September 22, 2009, and Chief Executive Officer and
Secretary & Treasurer on September 23, 2009.
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(4)
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Appointed
as a director on September 22, 2009 and Chief Financial Officer on
September 23, 2009.
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(5)
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Appointed
as a director on September 22, 2009.
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(6a)
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One
of the two equal shareholders of Gaeawave prior to it being acquired by
the Company on September 22, 2009. The shares comprised 4,892,000 shares
of common stock and 250,000,000 shares of common stock when 2,500,000
directly owned shares of presently convertible preferred stock are
converted on or before September 28, 2009. The address is A-6-1, Seri
Cendekia Condo, Jalan 4/124, Taman Connaught, 56100 Cheras, Kuala Lumpur,
Malaysia.
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(6b)
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The
shares comprised only directly owned shares of preferred stock which are
convertible to 250,000,000 shares of common stock when the Company’s
authorized number of shares of common stock has been increased to
3,000,000,000 or more.
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-5-
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(7a)
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The
shares comprised 5,000,000 shares of common stock and 500,000,000 shares
of common stock when presently convertible shares are converted on or
before September 30, 2009, directly owned by the directors, officers and
the affiliate as a group.
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(7b)
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The
shares comprised 5,000,000 shares of preferred stock which are convertible
to 500,000,000 shares of common stock when the Company’s number of
authorized shares of common stock has been increased to 3,000,000,000 or
more, directly owned by the directors, officers and the affiliate as a
group.
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(8)
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Resigned
as a director and Chief Executive Officer on September 23, 2009, and the
shares comprised only directly owned shares of common stock. All
previously vested and un-vested options were cancelled on September 23,
2009. The current address is 7, Persiaran Damansara Endah, Damansara
Heights, 50490 Kuala Lumpur, Malaysia.
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(9)
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Resigned
as a director and Chief Operating Officer on September 23, 2009, and the
shares comprised only directly owned shares of common stock. All
previously vested and un-vested options were cancelled on September 23,
2009.The current address is 35, Jalan USJ 5/4, 47610 Subang UEP, Selangor,
Malaysia.
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(10)
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Resigned
as a director and Chief Officer – Greater China on September 23, 2009, and
the shares comprised only directly owned shares of common stock. All
previously vested and un-vested options were cancelled on September 23,
2009. The current address is Room 1608, East Tower, No. 13, XinChengNam
Street, TienHeDong Road, Guangzhou,
China.
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(b) Disposition
of Assets
On
September 15, 2009, the directors of the Company approved the re-structuring of
the Company’s subsidiaries as follows:
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(i)
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The
100% share equity in Payment Business Solution Sdn. Bhd., a wholly owned
subsidiary of Interpay International Group Ltd., be transferred from
Interpay International Group Ltd., to the Company with immediate effect
(Note: Interpay International Group Ltd. is a wholly owned subsidiary of
the Company and the holding company of several companies in BVI and
Malaysia);
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(ii)
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The
100% share equity in Asia Payment Systems (Hong Kong) Ltd., Asia Payment
Systems (China) Co. Ltd., Interpay International Group Ltd., and Cardtrend
Systems Sdn. Bhd., Global Uplink Inc., and Cardtrend Inc., all of which
are wholly owned subsidiaries of the Company, be transferred from the
Company to Payment Business Solutions Sdn. Bhd. with immediate effect;
and
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(iii)
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The
business segments of the Company be re-organized as (1) E-commerce and
M-Commerce Group (“EMCG”) under Gaeawave Sdn. Bhd. and (2) Payment and
Loyalty Group under Payment Business Solutions Sdn. Bhd., with effect from
the date of the Closing of the Share Exchange Agreement for the
acquisition of 100% equity of Gaeawave Sd.
Bhd.
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On
September 24, 2009, the directors of the Company approved the spin-off of
Payment Business Solutions Sdn. Bhd. (“PBS”) as an independent company in
Malaysia. Mezabay will distribute 100% of the PBS shares to Mezabay’s
shareholders. Mezabay's shareholders will receive, on a pro rata basis, one (1)
share of PBS common stock of par value of Malaysia Ten Sen (RM0.10) per share
(equivalent to approximately US$0.028 per share) for every eighty (80) shares of
Mezabay’s Common Stock and one point two five (1.25) shares of PBS common stock
of par value of Malaysia Ten Sen (RM0.10) for every one (1) share of Mezabay’s
Series D Preferred Stock, held on September 30, 2009 (“Record Date”), and with
one share of PBS’s common stock for any fractional share of PBS’s common stock
that any shareholder may be entitled to for the distribution. The distribution
of the certificates for PBS shares is expected to be completed on or about
November 30, 2009, subject to the approvals of the relevant regulatory
authorities in Malaysia. There will be about 974.36 million shares of common
stock and 10 million shares of Series D Preferred Stock issued and outstanding
as at the Record Date, and hence about 24.68 million shares of PBS will be
distributed.
-6-
The
rationales for the spin-off of PBS are based on the belief that by enabling it
to operate as an independent company will permit PBS to (i) concentrate its
management efforts to take better advantage of the market opportunities in
payment cards and loyalty cards related services in Asia, and (ii) to tap new
equity in Asia for the expansion of its businesses in Asia and (iii) to give
better returns to Mezabay’s shareholders who will become shareholders of PBS
after the distribution.
PBS,
after the spin-off, will become an independent public limited company (not
listed in any stock exchange). After the spin-off, Mezabay will have no
ownership stake in PBS and will continue to operate the E-commerce and
M-Commerce Group (“EMCG”) under its wholly owned subsidiary in Malaysia,
Gaeawave Sdn. Bhd. PBS, on the other hand, will continue to operate its payment
and loyalty businesses through its various subsidiaries under a management team
independent of the Company.
ITEM
3.02 UNREGISTERED SALES OF EQUITY
SECURITIES
(a) Issuance
of Preferred Shares to Two Individuals for the Acquisition of Gaeawave Sdn.
Bhd.
On
September 11, 2009, the Company, Gaeawave Sdn. Bhd., a company incorporated in
Malaysia ("Gaeawave"), Tey Yong Qing, and Chai Kok Wai, the shareholders of
Gaeawave, entered into a Share Exchange Agreement (the "Agreement") to
exchange100% of their capital stock of Gaeawave for the issuance by the Company
of 10,000,000 shares of Series D Convertible Preferred Stock (the "Series D
Preferred Stock") to Tey Yong Qing and Chai Kok Wai (collectively referred to as
the “Vendors”) upon the closing of the Agreement (“Closing”).
The
shares the Series D Preferred Stock will be convertible into shares of our
common stock on a basis of one hundred (100) shares of our common stock for each
Series D Preferred Stock based on the following schedule:
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(i)
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Within
seven (7) days from date of Closing, 5,000,000 shares of the Series D
Preferred Stock will be convertible into 500,000,000 shares of our common
stock; and
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(ii)
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Upon
the effective increase in our authorized number of shares of common stock
from 1,500,000,000 to a minimum of 3,000,000,000, the remaining 5,000,000
shares of the Series D preferred Stock will be convertible into
500,000,000 shares of our common
stock.
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On
September 22, 2009 (Eastern Time 9PM), the foregoing transaction was
completed.
10,000,000
shares of Series D Preferred Stock have been delivered to the
Vendors.
The
Vendors have delivered all of the issued and outstanding capital shares of
Gaeawave to the Company. As a result of the foregoing, Gaeawave is now a wholly
owned subsidiary corporation of the Company.
(b) Issuance
of Common Shares to Ex-employees, Ex-officers and Ex-directors For Settlement of
Salaries/Fees and Other Compensations and Loans Subsequent to August 30,
2009
On August
31, 2009, the directors of the Company approved the settlement of salaries owed
to 8 ex-employees and a service provider as of August 31, 2009 by the issuance
of 35,333,611 shares of the Company’s common stock under Rule 144 restriction at
$0.0035 per share, for a total value of $123,667.64.
On
September 10, 2009, the directors of the Company approved the issuance to 3
consultants a total of 30,000,000 shares of the Company’s common stock at
$0.0021 per share, being the fees for their services for 6 months for a total
value of $63,000.
On
September 11, 2009, the directors of the Company approved the settlement of
salaries and loans owed to 4 officers as at August 31, 2009 by the issuance of
67,244,495 shares of the Company’s common stock at a price of $0.0021 per share,
for a total value of $141,213.44.
-7-
On
September 23, 2009, the directors of the Company negotiated and approved the
early termination of the employment contracts of King Kau Ng, Kok Keng Low, Yu
Hua Cheng and Chee Leong Wong for their services as Chief Executive Officer,
Chief Operating Officer, Chief Officer – Greater China, and Chief Financial
officer, respectively, as well as the termination of the service contract with
Katherine Yoke-Lin Tung for her service as Secretary & Treasurer. The
Company and the respective ex-officers agreed that the Company to settle with
restricted shares of the Company’s common stock under Rule 144 at $0.008 per
share for the salaries/fees owed to them, cash pay in lieu of vacation leave up
to the date of their respective resignations (except for Katherine Yoke-Lin
Tung), and the compensation for early termination of their respective employment
contracts, totaling $1,116,852.71. A total of 139,606,588 shares of the
Company’s common stock under Rule 144 restriction were issued to the said
ex-officers.
ITEM
5.01 CHANGES IN CONTROL OF
REGISTRANT
Pursuant
to Item 2.01 Section (a)(i) above, upon the issuance of 500,000,000 shares of
the Company’s common stock within seven (7) days from the Closing date of the
Share Exchange Agreement to Tey Yong Qing (“Tey”) and Chai Kok Wai,(“Chai), both
being the shareholders of Gaeawave Snd. Bhd., the Malaysian incorporated company
acquired by the Company as disclosed in Item 2.01 Section (a) above, Tey and
Chai will each own 250,000,000 shares of the Company’s common stock,
representing in aggregate about 33.91% of the enlarged capital of the Company of
about 1,474,360,108 shares of common stock. In addition, pursuant to Item 2.01
Section (a)(ii) above, as and when the Company issues the remaining 500,000,000
shares of common stock to Tey and Chai, Tey and Chai will have in aggregate
1,005,000,000 shares of the Company’s common stock , representing about 50.90%
of the estimated enlarged capital of the Company’s common stock of about
1,974,360,108. Together with the facts as disclosed in Item 5.02 below that (i)
Tey has been appointed as a director and an officer of the Company; and (ii) the
change of management team, Tey and Chai are deemed the controlling shareholders
of the Company with effect from the date of issuance of the first 500,000,000
shares to them.
ITEM
5.02 DEPARTURE OF DIRECTORS OR
PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL
OFFICERS
Effective
September 22, 2009 (Eastern Time 9PM), the following individuals were appointed
as directors of the Company:
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(i)
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Mr.
Shoon Hau Tsin, a Malaysian and a graduate from Wigan & Leigh College
of UK in 1999 with a bachelor degree in Electrical and Electronic
Engineering, began his career in the security and automation industry and
was the General Manager of Business Development and Operations of a mobile
payment company in Malaysia. Mr. Shoon resides at 30, Jalan SS 20/18,
Damansara Utama, Petaling Jaya, 47400 Selangor,
Malaysia.
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(ii)
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Mr.
Tey Yong Qing, a Malaysian and a graduate from Multimedia University of
Malaysia in 2007 with a Bachelor Acc (Hons) degree, began his career in
the system development, project Management and e-Commerce industry with
more than 4 years of proven track records and co-founded Gaeawave Sdn.
Bhd. Mr. Tey resides at 110, Taman Perdana, Jalan Bakri, 84000 Muar,
Johor, Malaysia.
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(iii)
|
Mr.
Fan Foo Min, a Malaysian and a graduate from Informatics College in
Malaysia in 1995 with a First Class Diploma in Information Technology,
began his career as a system analyst and developing business models and
integrated transaction solutions for a travel agency, and pioneering the
online business development and transactions system for the travel
industry in Malaysia. Mr. Fan resides at 21, Jalan Perdana 2/1, Pandan
Perdana, 55300, Kuala Lumpur, Malaysia.
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(iv)
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Ms.
Thum May Yin, a Malaysian and Institute of Certified Management
Accountants (“ICMA”) Level Diploma holder, began her career as an
administration and accounting manager for a Malaysian company in 1991 and
worked for various local and international companies in Malaysia as
finance manager. Ms. Thum resides at 59/1, Jalan 35/26, Block E, Rampai
Court, Setapak, 53300 Kuala Lumpur,
Malaysia.
|
-8-
Effective
September 23, 2009 (Eastern Time, 9PM), the following individuals resigned as
directors and/or officers of the Company:
|
(i)
|
Mr.
Jee Sam Choo as director, Member of the Audit Committee and Chairman of
the Board of Director;
|
|
(ii)
|
Mr.
King K. Ng as director, Member of the Audit Committee, President &
Chief Executive Officer;
|
|
(iii)
|
Mr.
Kok Keng Low as director, Member of the Audit Committee, Executive Vice
President & Chief Operating Officer;
|
|
(iv)
|
Mr.
Yu Hua Chen as director and Chief Officer – Greater
China;
|
|
(v)
|
Mr.
Thomas Chee Leong Wong as Chief Financial Officer; and
|
|
(vi)
|
Ms.
Katherine Yoke-Lin Tung as Secretary &
Treasurer.
|
None of
the above ex-directors and ex-officers has any disagreement with the Company or
with one another and their resignations are to pave ways for the new management
team to grow the Company’s businesses in the E-Commerce and M-commerce
industry.
Effective
September 23 (Eastern Time 9PM), 2009, the following individuals were appointed
as officers of the Company:
|
(i)
|
Mr.
Shoon Hau Tsin as Chief Executive Officer, Secretary &
Treasurer;
|
|
(ii)
|
Mr.
Tey Yong Qing, as Chief Operating Officer; and
|
|
(iii)
|
Ms.
Thum May Yin as Chief Financial
Officer
|
ITEM
9.01 FINANCIAL STATEMENTS AND
EXHIBITS
GAEAWAVE
SDN BHD
(Formerly
Intersenz Sdn Bhd)
INDEX
TO FINANCIAL STATEMENTS
|
Page
|
|
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
|
Balance Sheet
|
F-2
|
|
Statement of Operations And Comprehensive
Income
|
F-3
|
|
Statement of Cash Flows
|
F-4
|
|
Statement of Stockholders’ Equity
|
F-5
|
|
Notes to Financial Statements
|
F-6 –
F-15
|
-9-
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders of
Gaeawave
Sdn Bhd
(Formerly
Intersenz Sdn Bhd)
We have
audited the accompanying balance sheet of Gaeawave Sdn Bhd as of December 31,
2008 and the related statement of operations and comprehensive income, cash
flows and stockholders’ equity for the period from December 1, 2008 (inception)
to December 31, 2008. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform an audit of the Company’s internal control
over financial reporting. Our audit includes consideration of internal control
over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2008
and the results of operations and cash flows for the period from December 1,
2008 (inception) to December 31, 2008 in conformity with accounting principles
generally accepted in the United States of America.
/s/ ZYCPA COMPANY
LIMITED
/s/ZYCPA
Company Limited
ZYCPA
Company Limited
Certified
Public Accountants
Hong
Kong, China
January
___, 2010
F-1
-10-
GAEAWAVE
SDN BHD
(Formerly
Intersenz Sdn Bhd)
BALANCE
SHEET
AS
OF DECEMBER 31, 2008
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
|
December
31, 2008
|
||
|
ASSETS
|
||
|
Current
assets:
|
||
|
Cash
and cash equivalents
|
$
|
42,750
|
|
Total
current assets
|
42,750
|
|
|
TOTAL
ASSETS
|
$
|
42,750
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||
|
Current
liabilities:
|
||
|
Deferred
revenue
|
$
|
17,679
|
|
Accrued
liabilities and other payables
|
16,425
|
|
|
Total
current liabilities
|
34,104
|
|
|
Commitments
and contingencies
|
||
|
Stockholders’
equity:
|
||
|
Common
stock, $0.28 par value; 100,000 shares authorized; 2 shares issued and
outstanding as of December 31, 2008
|
1
|
|
|
Accumulated
other comprehensive income
|
177
|
|
|
Retained
earnings
|
8,468
|
|
|
Total
stockholders’ equity
|
8,646
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
42,750
|
See
accompanying notes to financial statements.
F-2
-11-
GAEAWAVE
SDN BHD
(Formerly
Intersenz Sdn Bhd)
STATEMENT
OF OPERATIONS AND COMPREHENSIVE INCOME
FOR
THE PERIOD FROM DECEMBER 1, 2008 (INCEPTION) TO DECEMBER 31, 2008
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
|
Period
from
December
1, 2008
(inception)
to
December
31, 2008
|
||
|
Revenues,
net
|
$
|
32,991
|
|
Cost
of revenue
|
(22,392)
|
|
|
Gross
profit
|
10,599
|
|
|
Operating
expenses:
|
||
|
Selling,
general and administrative
|
(2,131)
|
|
|
Total
operating expenses
|
(2,131)
|
|
|
Income
before income taxes
|
8,468
|
|
|
Income
tax expense
|
-
|
|
|
NET
INCOME
|
$
|
8,468
|
|
Other
comprehensive income:
|
||
|
-
Foreign currency translation gain
|
177
|
|
|
COMPREHENSIVE
INCOME
|
$
|
8,645
|
See
accompanying notes to financial statements.
F-3
-12-
GAEAWAVE
SDN BHD
(Formerly
Intersenz Sdn Bhd)
STATEMENT
OF CASH FLOWS
FOR
THE PERIOD FROM DECEMBER 1, 2008 (INCEPTION) TO DECEMBER 31, 2008
(Currency
expressed in United States Dollars (“US$”))
|
Period
from
December
1, 2008
(inception)
to
December
31, 2008
|
||
|
Cash
flows from operating activities:
|
||
|
Net
income
|
$
|
8,468
|
|
Changes
in operating assets and liabilities:
|
||
|
Deferred
revenue
|
17,679
|
|
|
Accrued
liabilities and other payables
|
16,425
|
|
|
Net
cash provided by operating activities
|
42,572
|
|
|
Cash
flows from financing activities:
|
||
|
Proceeds
from issuance of common stock
|
1
|
|
|
Net
cash provided by financing activities
|
1
|
|
|
Effect
of exchange rate changes in cash and cash equivalents
|
177
|
|
|
NET
CHANGE IN CASH AND CASH EQUIVALENTS
|
42,750
|
|
|
BEGINNING
OF PERIOD
|
-
|
|
|
END
OF PERIOD
|
$
|
42,750
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||
|
Cash
paid for income taxes
|
$
|
-
|
|
Cash
paid for interest
|
$
|
-
|
See
accompanying notes to financial statements.
F-4
-13-
GAEAWAVE
SDN BHD
(Formerly
Intersenz Sdn Bhd)
STATEMENT
OF STOCKHOLDERS’ EQUITY
FOR
THE PERIOD FROM DECEMBER 1, 2008 (INCEPTION) TO DECEMBER 31, 2008
(Currency
expressed in United States Dollars (“US$”), except for number of
shares)
|
Common
stock
|
Accumulated
other
comprehensive
income
|
Retained
earnings
|
Total
stockholders’
equity
|
||||||||||
|
No.
of shares
|
Amount
|
||||||||||||
|
Common
stock issued at inception, December 1, 2008
|
2
|
$
|
1
|
$
|
-
|
$
|
-
|
$
|
1
|
||||
|
Net
income for the period
|
-
|
-
|
-
|
8,468
|
8,468
|
||||||||
|
Foreign
currency translation adjustment
|
-
|
-
|
177
|
-
|
177
|
||||||||
|
Balance
as of December 31, 2008
|
2
|
$
|
1
|
$
|
177
|
$
|
8,468
|
$
|
8,646
|
||||
See
accompanying notes to financial statements.
F-5
-14-
GAEWAVE
SDN BHD
(Formerly
Intersenz Sdn Bhd)
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE PERIOD FROM DECEMBER 1, 2008 (INCEPTION) TO DECEMBER 31, 209
(Currently
expressed in United States Dollars (“US$”), except for number of
shares)
1. ORGANIZATION
AND BUSINESS BACKGROUND
Gaeawave
Sdn Bhd (the “Company”) was registered as a limited liability company under
Companies Act 1965 in Malaysia on November 5, 2008. The shareholders are Mr. Tey
Yong Qing (“Tey”) and Mr. Chai Kok Wai (“Chai”) as the founders of the
Company.
Pursuant
to its Corporate Charter, the authorized capital of the Company is Malaysian
Rigget (“MYR”) 100,000 (approximately US$28,360) representing the aggregate
number of ordinary share of 100,000 shares with a par value of $0.28 (equivalent
to MYR1). At its inception, the Company issued 2 ordinary shares to Tey and
Chai, respectively.
The
Company is primarily engaged in IT consulting, programming and display
advertising services in Malaysia. Its principal place of business is located at
50-2 Jalan 1/76D, Desa Pandan, 55100 Kuala Lumpur, Malaysia.
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
· Basis of
presentation
These
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America (“US
GAAP”).
· Use of
estimates
In
preparing these financial statements, management makes estimates and assumptions
that affect the reported amounts of assets and liabilities in the balance sheets
and revenues and expenses during the period reported. Actual results may differ
from these estimates.
· Cash and
cash equivalents
Cash and
cash equivalents are carried at cost and represent cash on hand, demand deposits
placed with banks or other financial institutions and all highly liquid
investments with an original maturity of three months or less as of the purchase
date of such investments.
· Revenue
recognition
In
accordance with the ASC Topic 605, “Revenue Recognition”, the
Company recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the sales price is fixed or determinable, and
collectibility is reasonably assured.
The
Company derives its revenue from provision of IT consulting and programming
service based upon the customer’s specifications. The service contracts are
billed either on a fixed-fee basis or on a time-and-material basis. Generally,
the Company recognizes revenue as services are performed and accepted by the
customers.
The
Company also provides display advertising service on its own webpage in a term
of 12 months on a prepaid fixed-rate basis. The Company recognizes its revenues
on a straight-line basis over the service period. Payment received from
customers for display advertising not yet delivered are recorded as deferred
revenues until actual deliveries take place.
· Cost of
revenue
Cost of
revenue primarily includes subcontracting fee and agency commission that are
directly attributable to the rendering of services.
F-6
-15-
GAEWAVE
SDN BHD
(Formerly
Intersenz Sdn Bhd)
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE PERIOD FROM DECEMBER 1, 2008 (INCEPTION) TO DECEMBER 31, 209
(Currently
expressed in United States Dollars (“US$”), except for number of
shares)
· Advertising
expense
Advertising
costs are expensed as incurred under ASC Subtopic 720-35 “Advertising Costs”. The
Company incurred no such cost during the period from December 1, 2008
(Inception) to December 31, 2008.
· Comprehensive
income
ASC Topic
220, “Comprehensive
Income” establishes standards for reporting and display of comprehensive
income, its components and accumulated balances. Comprehensive income as defined
includes all changes in equity during a period from non-owner sources.
Accumulated comprehensive income, as presented in the accompanying statements of
stockholders’ equity consists of changes in unrealized gains and losses on
foreign currency translation. This comprehensive income is not included in the
computation of income tax expense or benefit.
· Income
taxes
The
Company adopts the ASC Topic 740, “Income Taxes” regarding
accounting for uncertainty in income taxes prescribes the recognition threshold
and measurement attributes for financial statement recognition and measurement
of tax positions taken or expected to be taken on a tax return. In addition, the
guidance requires the determination of whether the benefits of tax positions
will be more likely than not sustained upon audit based upon the technical
merits of the tax position. For tax positions that are determined to be more
likely than not sustained upon audit, a company recognizes the largest amount of
benefit that is greater than 50% likely of being realized upon ultimate
settlement in the financial statements. For tax positions that are not
determined to be more likely than not sustained upon audit, a company does not
recognize any portion of the benefit in the financial statements. The guidance
provides for de-recognition, classification, penalties and interest, accounting
in interim periods and disclosure.
For the
period ended December 31 2008, the Company did not have any interest and
penalties associated with tax positions. As of December 31, 2008, the Company
did not have any significant unrecognized uncertain tax positions.
The
Company conducts major businesses in Malaysia and is subject to tax in its own
jurisdiction. As a result of its business activities, the Company will file
separate tax returns that are subject to examination by the foreign tax
authority.
· Foreign
currencies translation
Transactions
denominated in currencies other than the functional currency are translated into
the functional currency at the exchange rates prevailing at the dates of the
transaction. Monetary assets and liabilities denominated in currencies other
than the functional currency are translated into the functional currency using
the applicable exchange rates at the balance sheet date. The resulting exchange
differences are recorded in the statement of operations.
The
reporting currency of the Company is the United States dollars ("US$") and the
accompanying financial statements have been expressed in US$. In addition, the
Company maintains its books and record in a local currency, Malaysian Ringgit
("MYR"), which is functional currency as being the primary currency of the
economic environment in which its operation is conducted. In accordance with ASC
Topic 830-30, “Translation of
Financial Statement”, assets and liabilities of
the Company whose functional currency is not US$ are translated into US$, using
the exchange rate on the balance sheet date. Revenues and expenses are
translated at average rates prevailing during the period. The gains and losses
are recorded as a separate component of accumulated other comprehensive income
within the statement of stockholders’ equity.
-16-
GAEWAVE
SDN BHD
(Formerly
Intersenz Sdn Bhd)
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE PERIOD FROM DECEMBER 1, 2008 (INCEPTION) TO DECEMBER 31, 209
(Currently
expressed in United States Dollars (“US$”), except for number of
shares)
Translation
of amounts from the local currency of the Company into US$ has been made at the
following exchange rates for the respective periods:
|
December
31, 2008
|
|
|
Period
end MYR : US$1 exchange rate
|
3.4872
|
|
Average
monthly MYR : US$1 exchange rate
|
3.5601
|
· Retirement
plan costs
Contributions
to retirement schemes (which are defined contribution plans) are charged to
general and administrative expenses in the statements of operation and
comprehensive income as and when the related employee service is
provided.
· Related
parties
Parties,
which can be a corporation or individual, are considered to be related if the
Company has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and
operating decisions. Companies are also considered to be related if they are
subject to common control or common significant influence.
· Segment
reporting
ASC Topic
280, “Segment
Reporting” establishes standards for reporting information about
operating segments on a basis consistent with the Company’s internal
organization structure as well as information about geographical areas, business
segments and major customers in financial statements. The Company operates in
one reportable operating segment in Malaysia.
· Fair
value measurement
ASC Topic
820-10, “Fair Value
Measurements and Disclosures” ("ASC 820-10") establishes a new framework
for measuring fair value and expands related disclosures. Broadly, ASC 820-10
framework requires fair value to be determined based on the exchange price that
would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants. ASC 820-10 establishes a
three-level valuation hierarchy based upon observable and non-observable inputs.
These tiers include: Level 1, defined as observable inputs such as quoted prices
in active markets; Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable; and Level 3, defined
as unobservable inputs in which little or no market data exists, therefore
requiring an entity to develop its own assumptions.
For
financial assets and liabilities, fair value is the price the Company would
receive to sell an asset or pay to transfer a liability in an orderly
transaction with a market participant at the measurement date. In the absence of
active markets for the identical assets or liabilities, such measurements
involve developing assumptions based on market observable data and, in the
absence of such data, internal information that is consistent with what market
participants would use in a hypothetical transaction that occurs at the
measurement date.
· Financial
instruments
Cash and
cash equivalents, prepayments, deposits and other receivable, accounts payable
and accrued liabilities are carried at cost which approximates fair value. Any
changes in fair value of assets or liabilities carried at fair value are
recognized in other comprehensive income for each period.
F-8
-17-
GAEWAVE
SDN BHD
(Formerly
Intersenz Sdn Bhd)
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE PERIOD FROM DECEMBER 1, 2008 (INCEPTION) TO DECEMBER 31, 209
(Currently
expressed in United States Dollars (“US$”), except for number of
shares)
· Recent
accounting pronouncements
The
Company has reviewed all recently issued, but not yet effective, accounting
pronouncements and does not believe the future adoption of any such
pronouncements may be expected to cause a material impact on its financial
condition or the results of its operations.
In
September 2009, Accounting Standards Codification (“ASC”) became the source of
authoritative U.S. GAAP recognized by the Financial Accounting Standards Board
(“FASB”) for nongovernmental entities, except for certain FASB Statements not
yet incorporated into ASC. Rules and interpretive releases of the SEC under
federal securities laws are also sources of authoritative U.S. GAAP for
registrants. The discussion below includes the applicable ASC
reference.
The
Company adopted ASC Topic 810-10, “Consolidation” (formerly SFAS
No. 160, “Noncontrolling
Interests in Consolidated Financial Statements – an amendment of ARB No.
51”) effective January 2, 2009. ASC Topic 810-10 changes the manner of
presentation and related disclosures for the noncontrolling interest in a
subsidiary (formerly referred to as a minority interest) and for the
deconsolidation of a subsidiary. The adoption of these sections did not have a
material impact on the Company’s financial statements.
ASC Topic
815-10, “Derivatives and
Hedging” (formerly SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”) was adopted by the Company effective
January 2, 2009. The guidance under ASC Topic 815-10 changes the manner of
presentation and related disclosures of the fair values of derivative
instruments and their gains and losses.
In April
2009, the FASB issued an update to ASC Topic 820-10, “Fair Value Measurements and
Disclosures” (“ASC 820-10”) (formerly FASB Staff Position No. SFAS 157-4,
“Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly”). The
standard provides additional guidance on estimating fair value in accordance
with ASC 820-10 when the volume and level of transaction activity for an asset
or liability have significantly decreased in relation to normal market activity
for the asset or liability have significantly decreased and includes guidance on
identifying circumstances that indicate if a transaction is not orderly. The
Company adopted this pronouncement effective April 1, 2009 with no impact on its
financial statements.
In April
2009, the FASB issued FSP SFAS No. 107-1, “Disclosures about Fair Value of
Financial Instruments” (“ASC 825-10”). ASC 825-10 requires fair value of
financial instruments disclosure for interim reporting periods of publicly
traded companies as well as in annual financial statements. ASC 825-10 is
effective for interim periods ending after June 15, 2009 and was adopted by the
Company in the second quarter of 2009. There was no material impact to the
Company’s financial statements as a result of the adoption of ASC
825-10.
In April
2009, the FASB issued FSP APB No. 28-1, “Interim Financial Reporting”
(“ASC 825-10”). ASC 825-10 requires the fair value of financial instruments
disclosure in summarized financial information at interim reporting periods. ASC
825-10 is effective for interim periods ending after June 15, 2009 and was
adopted by the Company in the second quarter of 2009. There was no material
impact to the Company’s financial statements as a result of the adoption of ASC
825-10.
The
Company adopted, ASC Topic 855-10, “Subsequent Events” (formerly
SFAS 165, “Subsequent
Events”) effective April 1, 2009. This pronouncement changes the general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued.
F-9
-18-
GAEWAVE
SDN BHD
(Formerly
Intersenz Sdn Bhd)
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE PERIOD FROM DECEMBER 1, 2008 (INCEPTION) TO DECEMBER 31, 209
(Currently
expressed in United States Dollars (“US$”), except for number of
shares)
In June
2009, the FASB finalized SFAS No. 167, “Amending FASB interpretation No.
46(R)”, which was included in ASC Topic 810-10-05 “Variable Interest Entities”.
The provisions of ASC Topic 810-10-05 amend the definition of the primary
beneficiary of a variable interest entity and will require the Company to make
an assessment each reporting period of its variable interests. The provisions of
this pronouncement are effective January 1, 2010. The Company is evaluating the
impact of the statement on its financial statements.
In July
2009, the FASB issued SFAS No. 168, “The Hierarchy of Generally Accepted
Accounting Principles”. SFAS 168 codified all previously issued
accounting pronouncements, eliminating the prior hierarchy of accounting
literature, in a single source for authoritative U.S. GAAP recognized by the
FASB to be applied by nongovernmental entities. SFAS 168, now ASC Topic 105-10
“Generally Accepted Accounting
Principles”, is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. The adoption of this
pronouncement did not have an effect on the Company’s financial
statements.
In August
2009, the FASB issued an update of ASC Topic 820, “Measuring Liabilities at Fair Value
”. The new guidance provides clarification that in circumstances in which
a quoted price in an active market for the identical liability is not available,
a reporting entity is required to measure fair value using prescribed
techniques. The Company adopted the new guidance in the third quarter of 2009
and it did not materially affect the Company’s financial position and results of
operations.
In
October 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-13,
“Revenue Recognition (Topic
605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB
Emerging Issues Task Force)” which amends ASC 605-25, “Revenue Recognition:
Multiple-Element Arrangements.” ASU No. 2009-13 addresses how to
determine whether an arrangement involving multiple deliverables contains more
than one unit of accounting and how to allocate consideration to each unit of
accounting in the arrangement. This ASU replaces all references to fair value as
the measurement criteria with the term selling price and establishes a hierarchy
for determining the selling price of a deliverable. ASU No. 2009-13 also
eliminates the use of the residual value method for determining the allocation
of arrangement consideration. Additionally, ASU No. 2009-13 requires expanded
disclosures. This ASU will become effective for us for revenue arrangements
entered into or materially modified on or after April 1, 2011. Earlier
application is permitted with required transition disclosures based on the
period of adoption. The Company is currently evaluating the application date and
the impact of this standard on its financial statements.
3. ACCRUED
LIABILITIES AND OTHER PAYABLES
Accrued
liabilities and other payables are comprised of the following:
|
Accrued
expenses
|
$
|
734
|
|
Commission
payable
|
15,691
|
|
|
$
|
16,425
|
4. STOCKHOLDERS’
EQUITY
At the
date of inception on December 1, 2008, the Company’s authorized capital
consisted of 100,000 shares of capital stock, at par value of $0.28 (equivalent
to MYR1) with 2 ordinary shares issued and outstanding.
As of
December 31, 2008, the number of authorized shares and outstanding shares of the
Company’s common stock was 100,000 shares and 2 shares,
respectively.
F-10
-19-
GAEWAVE
SDN BHD
(Formerly
Intersenz Sdn Bhd)
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE PERIOD FROM DECEMBER 1, 2008 (INCEPTION) TO DECEMBER 31, 209
(Currently
expressed in United States Dollars (“US$”), except for number of
shares)
5. INCOME
TAXES
The
Company is subject to the Malaysia Corporate Tax Laws at the statutory rate of
26% on the assessable income for the period presented.
For the
period from December 1, 2008 (inception) to December 31, 2008, the Company
generated an operating income from its operation of $8,468 for the period
presented. A reconciliation of income before income taxes to the effective tax
rate as follows:
|
Period
from
December
1, 2008
(inception)
to
December
31, 2008
|
||
|
Income
before income taxes
|
$
|
8,468
|
|
Statutory
income tax rate
|
26%
|
|
|
Income
tax expense at statutory tax rate
|
2,202
|
|
|
Effect
of tax allowance
|
(2,202)
|
|
|
Income
tax expense
|
$
|
-
|
No
provision for deferred tax assets or liabilities has been made, since the
Company had no material temporary differences between the tax bases of assets
and liabilities and their carrying amounts.
6. RELATED
PARTY TRANSACTIONS
The
Company currently does not have any formal rent agreements on office premises.
The related company which is controlled by Mr. Tey Yong Qing, a stockholder and
director of the Company maintained the office space for the Company. The Company
did not incur rent expense for the period from December 1, 2008 (inception) to
December 31, 2008. The imputed rent amount is insignificant.
7.
PENSION PLAN
The
Company is required to make contribution to the Employees Provident Fund (“EPF”)
under a defined contribution pension scheme for all of its eligible employees
aged 18 to 55 with a term of service in the employment in Malaysia. The Company
is required to contribute a specified percentage of the participants’ relevant
income based on their ages and wages level. The participants are entitled to
100% of the Company’s contributions together with accrued returns irrespective
of their length of service with the Company.
For the
period from December 1, 2008 (inception) to December 31, 2008, the Company has
made no contribution because the Company has no eligible employees for
EPF.
F-11
-20-
GAEWAVE
SDN BHD
(Formerly
Intersenz Sdn Bhd)
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE PERIOD FROM DECEMBER 1, 2008 (INCEPTION) TO DECEMBER 31, 209
(Currently
expressed in United States Dollars (“US$”), except for number of
shares)
8. CONCENTRATIONS
OF RISK
The
Company is exposed to the following concentrations of risk:
(a) Major
customers
For the
period from December 1, 2008 (inception) to December 31, 2008, the customers who
account for 10% or more of the Company’s revenues are presented as
follows:
|
Period
ended December 31, 2008
|
December
31, 2008
|
|||||||
|
Revenues
|
Percentage
of
revenues
|
Trade
accounts
receivable
|
||||||
|
Customer
A
|
$
|
11,826
|
36%
|
$
|
-
|
|||
|
Customer
B
|
11,135
|
34%
|
-
|
|||||
|
Customer
C
|
8,927
|
27%
|
-
|
|||||
|
Total:
|
$
|
31,888
|
97%
|
$
|
-
|
|||
(b) Major
vendor
For the
period from December 1, 2008 (inception) to December 31, 2008, there are no
vendors who account for 10% or more of the Company’s purchases.
(c) Credit
risk
No
financial instruments that potentially subject the Company to significant
concentrations of credit risk. Concentrations of credit risk are limited due to
the Company’s large number of transactions are on the cash basis.
(d) Exchange
rate risk
The
reporting currency of the Company is US$, to date the majority of the revenues
and costs are denominated in MYR and a significant portion of the assets and
liabilities are denominated in MYR. As a result, the Company is exposed to
foreign exchange risk as its revenues and results of operations may be affected
by fluctuations in the exchange rate between US$ and MYR. If MYR depreciates
against US$, the value of MYR revenues and assets as expressed in US$ financial
statements will decline. The Company does not hold any derivative or other
financial instruments that expose to substantial market risk.
(e) Economic
and political risks
Substantially
all of the Company’s services are conducted in Malaysia and Asian region. The
Company’s operations are subject to various political, economic, and other risks
and uncertainties inherent in Malaysia. Among other risks, the Company’s
operations are subject to the risks of restrictions on transfer of funds; export
duties, quotas, and embargoes; domestic and international customs and tariffs;
changing taxation policies; foreign exchange restrictions; and political
conditions and governmental regulations in Malaysia.
F-12
-21-
GAEWAVE
SDN BHD
(Formerly
Intersenz Sdn Bhd)
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE PERIOD FROM DECEMBER 1, 2008 (INCEPTION) TO DECEMBER 31, 209
(Currently
expressed in United States Dollars (“US$”), except for number of
shares)
9. SUBSEQUENT
EVENTS
On July
31, 2009, the Company has increased its authorized share capital from 100,000
shares to 5,000,000 shares. The Company issued 749,999 and 749,999 ordinary
shares at par value to Tey and Chai, respectively.
On
September 9, 2009, the Company has changed its name from Intersenz Sdn Bhd to
Gaeawave Sdn Bhd.
On
September 15, 2009, the Company further issued 500,000 and 500,000 ordinary
shares at par value to Tey and Chai, respectively.
On
September 11, 2009, the Company entered into a Share Exchange Agreement (the
"Agreement") with Mezabay International, Inc. (formerly Cardtrend International,
Inc.), a company organized under the laws of the State of Nevada and is a
reporting issuer in the United States and has its shares listed on the NASD
Over-the-Counter Bulletin Board under the symbol “MZBY” among the stockholders
of the Company and MZBY. Pursuant to the Agreements, the stockholders of the
Company transferred 100% of capital stock in the Company to MZBY in exchange for
10,000,000 shares of MZBY’s Series D Preferred Stock (the "Series D Preferred
Stock"), thus causing the Company to become a subsidiary of MZBY. The closing of
the Agreement is subject to the fulfillment of certain conditions, including,
but not limited to the receipt of all requisite consents, waivers and approvals
by the Company and MZBY. This share exchange transaction is determined as
reverse acquisition and it should be accounted for such transaction as a
recapitalization of MZBY. The planned closing date is expected to be 71 days
after the filing of Form 8-K.
MZBY is
principally engaged in the provision of e-commence related service.
The terms
of all the shares of the Series D Preferred Stock of MZBY (“Preferred Shares”)
are:
|
|
(i)
|
the
Preferred Shares shall have no preference ranking ahead of shares of
MZBY’s common stock at dissolution or any distribution of
assets;
|
|
|
(ii)
|
the
Preferred Shares shall have no voting rights at all general or special
meetings of MZBY or via shareholder
resolutions;
|
|
|
(iii)
|
each
of the Preferred Shares shall be entitled to any interest or stock
dividend or cash dividend, including any shares for any spin-off
(“Dividend”) that may be distributed by MZBY, at the rate of One Hundred
(100) times the Dividend declared for each share of MZBY’s common
stock;
|
|
|
(iv)
|
subject
to the terms stipulated in (v), (vi), (vii) and (viii) below, the holders
of the Preferred Shares (“Holders”) shall have the right to convert the
Preferred Shares into shares of MZBY’s common stock at the rate of one (1)
Preferred Share converting into One Hundred (100) shares of MZBY’s
Common Stock;
|
|
|
(v)
|
within
seven (7) days from the issuance date of the 10,000,000 Preferred Shares,
each of the Holders will be entitled to, and shall, surrender to MZBY
Fifty percent (50%) of the Preferred Shares issued to him/her pursuant to
the Agreement, aggregating to Five Million (5,000,000) Preferred Shares
from all the Holders, for conversion into shares of MZBY’s common stock,
at the rate of One Hundred (100) shares of MZBY’s common stock to be
issued for each Preferred Share
surrendered;
|
F-13
-22-
GAEWAVE
SDN BHD
(Formerly
Intersenz Sdn Bhd)
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE PERIOD FROM DECEMBER 1, 2008 (INCEPTION) TO DECEMBER 31, 209
(Currently
expressed in United States Dollars (“US$”), except for number of
shares)
|
|
(vi)
|
within
five (5) business days from the date MZBY has effectively amended its
Article of Incorporation for the increase in its authorized number of
shares of MZBY’s Common Stock to minimum of three billion (3,000,000,000)
shares, each of the Holders will be entitled to, and shall, surrender to
MZBY Fifty percent (50%) of the Preferred Shares issued to him/her
pursuant to this Agreement, aggregating to Five Million (5,000,000) shares
of the Preferred Shares from all the Holders, for conversion into shares
of MZBY’s common stock, at the rate of One Hundred (100) shares of MZBY’s
common stock to be issued for each Preferred
Share;
|
|
|
(vii)
|
within
ten (10) business days from the respective dates of surrender of the
Holder’s Preferred Shares, MZBY will issue a new certificate or
certificates for the requisite number of shares of MZBY’s common stock to
the said Holder; and
|
|
|
(viii)
|
the
shares of MZBY’s common stock so issued to the Holder pursuant to the
conversion of the Preferred Shares surrendered by him/her will be issued
under Regulation S and will bear the restriction legend in accordance to
Regulation S.
|
F-14-
-23-
ITEM
9.02 FINANCIAL STATEMENTS AND
EXHIBITS
|
(a)
|
MEZABAY
INTERNATIONAL INCORPORATED
UNAUDITED
PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS
OF SEPTEMBER 30, 2009
(Currency
expressed in United States Dollars
(“US$”))
|
|
Proforma
|
Proforma
|
|||||||||||
|
Adjustment
(1)
|
Adjustment
(2)
|
Pro
forma
|
||||||||||
|
Issuance
of
|
||||||||||||
|
Recapitalization
|
500,000,000
|
|||||||||||
|
Mezabay
|
and
satisfaction
|
common
shares
|
||||||||||
|
International
Inc.
|
Disposal
|
of
liabilities
|
and
5,000,000
|
|||||||||
|
(consolidated)
|
Gaeawave
|
adjustment
|
adjustment
|
preferred
shares
|
Combined
|
|||||||
|
2a
|
2b
and 2c
|
|||||||||||
|
ASSETS
|
||||||||||||
|
Cash
& cash equivalents
|
$
|
20,252
|
$
|
89
|
$
|
(17,626)
|
(2,626)
|
$
|
-
|
$
|
89
|
|
|
Account
receivable, net
|
282,272
|
-
|
(282,272)
|
-
|
-
|
-
|
||||||
|
Inventories
|
2,093
|
-
|
(2,093)
|
-
|
-
|
-
|
||||||
|
Other
receivables and prepayments
|
69,686
|
14,858
|
(69,686)
|
-
|
-
|
14,858
|
||||||
|
Total
current assets
|
374,303
|
14,947
|
(371,677)
|
(2,626)
|
-
|
14,947
|
||||||
|
Plant
and equipment, net
|
295,191
|
28,805
|
(295,191)
|
-
|
-
|
28,805
|
||||||
|
Intellectual
property, net
|
-
|
710,209
|
-
|
-
|
-
|
710,209
|
||||||
|
Other
assets and deposits
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||
|
TOTAL
ASSETS
|
669,494
|
753,961
|
(666,868)
|
(2,626)
|
-
|
753,961
|
||||||
|
LIABILITIES AND STOCKHOLDERS’
EQUITY (DEFICIT)
|
||||||||||||
|
Current
liabilities:
|
$
|
|||||||||||
|
Account
payable
|
60,725
|
-
|
(60,725)
|
-
|
-
|
-
|
||||||
|
Deferred
revenue
|
1,663
|
18,970
|
(1,663)
|
-
|
-
|
18,970
|
||||||
|
Accrued
liabilities and other payables
|
552,572
|
41,576
|
(368,136)
|
(2,626)
|
-
|
223,386
|
||||||
|
Due
to related parties
|
249,275
|
-
|
(249,275)
|
-
|
-
|
-
|
||||||
|
Loan
payable
|
101,466
|
-
|
(1,466)
|
-
|
-
|
100,000
|
||||||
|
Total
current liabilities
|
965,701
|
60,546
|
(681,265)
|
(2,626)
|
-
|
342,356
|
||||||
|
Stockholders’
equity (deficit):
|
||||||||||||
|
Preferred
stock
|
-
|
-
|
-
|
-
|
5,000
|
5,000
|
||||||
|
Common
stock
|
978,815
|
699,325
|
-
|
(699,325)
|
500,000
|
1,478,815
|
||||||
|
Additional
paid in capital
|
23,476,229
|
-
|
(2,846,837)
|
(20,049,392)
|
(505,000)
|
75,000
|
||||||
|
Accumulated
profit (loss)
|
(24,765,172)
|
(22,931)
|
(2,875,155)
|
20,748,717
|
(1,164,231)
|
|||||||
|
Accumulated
other comprehensive income
|
13,921
|
17,021
|
(13,921)
|
-
|
-
|
17,021
|
||||||
|
Total
stockholders’ equity (deficit)
|
(296,207)
|
693,415
|
14,397
|
-
|
-
|
411,605
|
||||||
|
Total
liabilities and stockholders’ equity (deficit)
|
669,494
|
753,961
|
(666,868)
|
-
|
-
|
753,961
|
||||||
-24-
MEZABAY
INTERNATIONAL INC.
|
(a)
|
UNAUDITED
PRO FORMA CONDENSED COMBINED
|
|
STATEMENTS
OF OPERATIONS
|
|
|
FOR
THE NINE MONTHS ENDED ENDED SEPTEMBER 30, 2009
|
|
|
(Currency
expressed in United States Dollars
(“US$”))
|
|
Disposal
|
||||||||
|
Proforma
|
Pro
forma
|
|||||||
|
Adjustment
(1)
|
||||||||
|
Mezabay
International
|
Disposal
|
|||||||
|
Inc.
(consolidated)
|
Gaeawave
|
Adjustment
|
Combined
|
|||||
|
Revenue,
net
|
$
|
1,253,443
|
$
|
54,194
|
$
|
(1,253,443)
|
$
|
54,194
|
|
Cost
of revenue
|
(546,242)
|
(32,009)
|
546,242
|
(32,009)
|
||||
|
Gross
profit
|
707,201
|
22,185
|
(707,201)
|
22,185
|
||||
|
Operating
expenses:
|
||||||||
|
Amortization
and depreciation
|
141,792
|
3,123
|
(141,792)
|
3,123
|
||||
|
Stock-based
consultancy expenses
|
1,006,739
|
-
|
(901,739
|
105,000
|
||||
|
Consulting
and management service fee, related party
|
17,533
|
-
|
(17,533)
|
-
|
||||
|
Impairment
of goodwill
|
153,212
|
-
|
(153,212)
|
-
|
||||
|
Selling,
general and administrative expenses
|
2,282,555
|
50,461
|
(2,282,555)
|
50,461
|
||||
|
LOSS
FROM OPERATIONS
|
(2,894,630)
|
(31,399)
|
2,789,630
|
(136,399)
|
||||
|
Amortization
of debt discount
|
(59,790)
|
-
|
59,790
|
-
|
||||
|
Other
income / (expenses):
|
||||||||
|
Interest
income
|
4
|
-
|
(4)
|
-
|
||||
|
Forgiveness
of loans
|
3,468
|
-
|
(3,468)
|
-
|
||||
|
Interest
expenses
|
(21,016)
|
-
|
21,016
|
-
|
||||
|
Loss
on disposal of a subsidiary
|
(10,440)
|
-
|
10,440
|
-
|
||||
|
Write-back
on other assets and deposits
|
2,249
|
(2,249)
|
-
|
|||||
|
NET
LOSS
|
(2,980,155)
|
(31,399)
|
2,875,155
|
(136,399)
|
||||
The
unaudited pro forma condensed combined financial information is for illustrative
purposes only. The financial results may have been different had the companies
always been combined. The unaudited pro forma condensed combined financial
information should not be relied upon as being indicative of the historical
results that would have been achieved had the companies always been combined or
the future results that Mezabay Incternational Inc.(MZBY) will experience. MZBY
and Gaeawave have not had any historical relationships prior to the transaction.
Accordingly, no pro forma adjustments were required to eliminate activities
among the companies.
The
shares that the former Gaeawave stockholders will receive at the closing of the
transactions will represent approximately 34.57%of the outstanding ordinary
shares of MZBY (without taking into account the conversion of 5,000,000 shares
of Series D Convertible Preferred Stock in six months from the date of issuance
into 500,000,000 shares of common stock of MZBY) following the consummation of
the transactions (and the former MZBY shareholders would own approximately
50.90%of the outstanding ordinary shares of MZBY), assuming the following
transactions are completed:
Disposal
of all subsidiaries of MZBY
At the
closing date, MZBY transferred all of its subsidiaries to Payment Business
Solutions Sdn. Bhd. (PBS), a Malaysia incorporated wholly owned subsidiary of
MZBY, pursuant to a spin-off arrangement in consideration of
cancellation of indebtedness (if any) owed by MZBY to all of the said
subsidiaries, as well as from any of the said subsidiaries to MZBY
-25-
The
Exchange
The
Exchange between MZBY and Gaeawave is treated as a reverse acquisition and
recapitalization of MZBY whereby Gaeawave is deemed to be the accounting
acquirer (legal acquiree) and MZBY to be the accounting acquiree (legal
acquirer). The net assets of Gaeawave are recorded as of the closing date at
their historical costs, which is considered to be the equivalent of fair value.
No good will or intangible assets are recorded as a result of the
merger.
NOTE
2 PRO
FORMA ADJUSTMENTS
These
unaudited pro forma combined financial statements reflect the following pro
forma adjustments:
Adjustment
1, relating to the Disposal
To record
the disposal of all subsidiaries of MZBY at their carrying values as of
September 30, 2009 in consideration of cancellation of indebtedness owed by MZBY
to PBS group of companies.
Adjustment
2, relating to the Merger
|
2a.
|
To
eliminate the accumulated deficit of MZBY as Gaeawave will be the
continuing entity as accounting acquirer for accounting
purposes.
|
|
2b.
|
To
record the issuance of 10,000,000 shares of Series D Convertible Preferred
Stock of the Company in exchange for 100% capital stock of
Gaeawave.
|
|
2c.
|
To
record the conversion of 5,000,000 shares of Series D Convertible
Preferred Stock into 500,000,000 shares of common stock at par value of
$0.001.
|
(b) Exhibits
|
Exhibit
No.
|
Document
Description
|
|
99.1
|
Board
Resolution To Approve and Appoint 4 New Directors
|
|
99.2
|
King
Kau Ng’s Letter of Resignation As a Director
|
|
99.3
|
Kok
Keng Low’s Letter of Resignation As A Director
|
|
99.4
|
Jee
Sam Choo’s Letter of Resignation As A Director
|
|
99.5
|
Yu
Hua Chen’s Letter of Resignation As A Director
|
|
99.6
|
Board
Resolution To Accept and Approve Resignations of Directors and Officers
and Approve and Appoint 3 New Officers
|
|
99.7
|
Agreement
For Termination of King Kau Ng’s Employment Contract As Chief Executive
Officer
|
|
99.8
|
Agreement
For Termination of Kok Keng Low’s employment Contract As Chief Operating
Officer
|
|
99.9
|
Agreement
For Termination of Yu Hua Chen’s Employment Contract As Chief Officer –
Greater China
|
|
99.10
|
Agreement
For Termination of Chee Leong Wong’s Employment Contract As Chief
Financial Officer
|
|
99.11
|
Agreement
For Termination of Katherine Yoke-Lin Tung’s Service Contract As Secretary
& Treasurer
|
|
99.12
|
Hau
Tsin Shoon’s Employment Contract
|
|
99.13
|
Yong
Qing Tey’s Employment Contract
|
|
99.14
|
May
Yin Thum’s Employment Contract
|
|
99.15
|
Board
Resolution To Approve The Sin-off of Payment & Loyalty
Group
|
-26-
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
MEZABAY INTERNATIONAL,
INC.
|
|||
|
(FORMERLY,
CARDTREND INTERNATIONAL INC.)
|
|||
|
(Registrant)
|
|||
|
Date: March
3, 2010
|
By:
|
SHOON
HAU TSIN
|
|
|
Shoon
Hau Tsin
|
|||
|
Director,
Chief Executive Officer, Secretary &
Treasurer
|
|||
-27-
EXHIBIT
INDEX
|
Exhibit
No.
|
Document
Description
|
|
99.1
|
Board
Resolution To Approve and Appoint 4 New Directors
|
|
99.2
|
King
Kau Ng’s Letter of Resignation As a Director
|
|
99.3
|
Kok
Keng Low’s Letter of Resignation As A Director
|
|
99.4
|
Jee
Sam Choo’s Letter of Resignation As A Director
|
|
99.5
|
Yu
Hua Chen’s Letter of Resignation As A Director
|
|
99.6
|
Board
Resolution To Accept and Approve Resignations of Directors and Officers
and Approve and Appoint 3 New Officers
|
|
99.7
|
Agreement
For Termination of King Kau Ng’s Employment Contract As Chief Executive
Officer
|
|
99.8
|
Agreement
For Termination of Kok Keng Low’s employment Contract As Chief Operating
Officer
|
|
99.9
|
Agreement
For Termination of Yu Hua Chen’s Employment Contract As Chief Officer –
Greater China
|
|
99.10
|
Agreement
For Termination of Chee Leong Wong’s Employment Contract As Chief
Financial Officer
|
|
99.11
|
Agreement
For Termination of Katherine Yoke-Lin Tung’s Service Contract As Secretary
& Treasurer
|
|
99.12
|
Hau
Tsin Shoon’s Employment Contract
|
|
99.13
|
Yong
Qing Tey’s Employment Contract
|
|
99.14
|
May
Yin Thum’s Employment Contract
|
|
99.15
|
Board
Resolution To Approve The Sin-off of Payment & Loyalty
Group
|
-28-