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EX-32.1 - CERTIFICATION - ASIA HEALTH & BEAUTY TREASURE INC | f10q0110ex32_asiahealth.htm |
EX-31.1 - CERTIFICATION - ASIA HEALTH & BEAUTY TREASURE INC | f10q0110ex31_asiahealth.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
FORM
10-Q
_______________
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended January 31, 2010
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the transition period from
______to______.
ASIA
HEALTH AND BEAUTY TREASURE, INC.
(Exact name of registrant as
specified in Charter)
DELAWARE
|
000-53414
|
75-3269181
|
||
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File No.)
|
(IRS
Employee Identification No.)
|
Room
405, 4/F., Wing Ming Industrial Centre
15
Cheung Yue Street, Cheung Sha Wan, Kowloon, Hong Kong
(Address
of Principal Executive Offices)
_______________
(852)
61218865
(Issuer Telephone
number)
_______________
(Former Name or Former Address if
Changed Since Last Report)
Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90
days. Yes x No
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes o No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
See definition of “accelerated filer” and “large accelerated filer”
in Rule 12b-2 of the Exchange Act (Check one):
Large
Accelerated Filer o Accelerated
Filer o Non-Accelerated
Filer o Smaller Reporting
Company x
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.
Yes x No o
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of March 11, 2010: 100,000 shares of Common Stock.
ASIA
HEALTH AND BEAUTY TREASURE, INC.
FORM
10-Q
January
31, 2010
INDEX
PART
I-- FINANCIAL INFORMATION
Item
1.
|
Financial
Statements
|
1 |
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition
|
11 |
Item
3
|
Quantitative
and Qualitative Disclosures About Market Risk
|
12 |
Item
4T.
|
Control
and Procedures
|
12 |
PART
II-- OTHER INFORMATION
Item
1
|
Legal
Proceedings
|
13 |
Item
1A
|
Risk
Factors
|
13 |
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
13 |
Item
3.
|
Defaults
Upon Senior Securities
|
13 |
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
13 |
Item
5.
|
Other
Information
|
13 |
Item
6.
|
Exhibits
and Reports on Form 8-K
|
13 |
SIGNATURE
Asia
Health And Beauty Treasure, Inc.
PART I – FINANCIAL
INFORMATION
Item
1. Financial Statements.
The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
In the
opinion of management, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
the Company for the interim periods presented.
The
results for the period ended January 31, 2010 are not necessarily indicative of
the results of operations for the full year. These financial statements and
related footnotes should be read in conjunction with the financial statements
and footnotes thereto included in the Company’s Form 10 filed with the
Securities and Exchange Commission for the period ended January 31,
2010.
-1-
Asia
Health And Beauty Treasure, Inc.
(A
Development Stage Company)
Balance Sheets
|
||||||||
January
31,
2010
|
July 31,
2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Liabilities and Stockholder’s Equity
(Deficit)
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable
|
$ | (4,039 | ) | $ | (2,999 | ) | ||
Loan
payable – related party
|
(22,527 | ) | (20,797 | ) | ||||
(26,566 | ) | (23,796 | ) | |||||
Stockholder’s
Deficit:
|
||||||||
Preferred
stock ( $0.00001 par value, 100,000,000 shares authorized,
none issued and outstanding)
|
||||||||
Common
stock ( $0.00001 par value, 500,000,000 shares authorized,
100,000 shares issued and outstanding)
|
1 | 1 | ||||||
Deficit
accumulated during development stage
|
(26,567 | ) | (23,797 | ) | ||||
Total
Stockholder’s Deficit
|
(26,566 | ) | (23,796 | ) | ||||
Total Liabilities
and Stockholder’s Deficit
|
$ | - | $ | - |
See
accompanying notes to financial statements
-2-
Asia
Health And Beauty Treasure, Inc.
(A
Development Stage Company)
Statements of
Operations
Three
Months
Ended
January
31, 2010
|
Three
Months
Ended
January
31, 2009
|
Six
Months
Ended
January
31, 2010
|
Six
Months
Ended
January
31, 2009
|
Cumulative
from July 28 (Inception) to January 31,2010
|
||||||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||||||||
Operating
expenses
|
||||||||||||||||||||
General
and administrative
|
$
|
2,256
|
$
|
1,289
|
$
|
1,770
|
$
|
6,372
|
$
|
26,567
|
||||||||||
Total
operating expenses
|
(2,256
|
)
|
(1,289
|
)
|
(1,770
|
)
|
(6,372
|
)
|
(26,567
|
)
|
||||||||||
Net
loss
|
(2,256
|
)
|
(1,289
|
)
|
(1,770
|
)
|
(6,372
|
)
|
(26,567
|
)
|
||||||||||
Net
loss per share – basic and diluted
|
(0.02
|
)
|
(0.01
|
)
|
(0.02
|
)
|
(0.06
|
)
|
(0.27
|
)
|
||||||||||
Weighted
average number of shares outstanding
|
||||||||||||||||||||
during
the period – basic and diluted
|
100,000
|
100,000
|
100,000
|
100,000
|
100,000
|
|||||||||||||||
See
accompanying notes to financial statements
-3-
Asia
Health And Beauty Treasure, Inc.
(A
Development Stage Company)
Statement
of Cash Flows
Three
Months
Ended, January 31, 2010
|
Three
Months
Ended, January 31, 2009
|
Six
Months
Ended, January 31, 2010
|
Six
Months
Ended, January 31, 2009
|
Cumulative
from July 28, 2008 (Inception) to January 31, 2010
|
||||||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||||||||
CASH
FLOWS FROM
|
||||||||||||||||||||
OPERATING
ACTIVITIES:
|
||||||||||||||||||||
Net
loss
|
$
|
(2,256
|
)
|
$
|
(1,289
|
)
|
$
|
(1,770
|
)
|
$
|
(6,372
|
)
|
$
|
(26,567
|
)
|
|||||
Adjustments
to reconcile net loss to net cash
|
||||||||||||||||||||
used
in operating activities:
|
||||||||||||||||||||
Stock issued for
compensation - founder
|
-
|
-
|
-
|
-
|
1
|
|||||||||||||||
Changes in
operating assets and liabilities:
|
||||||||||||||||||||
Increase/(decrease)
in accounts payable
|
1,000
|
-
|
40
|
(13,800
|
)
|
4,039
|
||||||||||||||
Net
Cash Used In Operating Activities
|
(1,256
|
)
|
(1,289
|
)
|
(1,730
|
)
|
(20,172
|
)
|
(22,527
|
)
|
||||||||||
CASH
FLOWS FROM
|
||||||||||||||||||||
FINANCING
ACTIVITIES:
|
||||||||||||||||||||
Loan
payable - related party
|
1,256
|
1,289
|
1,730
|
20,172
|
22,527
|
|||||||||||||||
Net
Cash Provided By Financing Activities
|
1,256
|
1,289
|
1,730
|
20,172
|
22,527
|
|||||||||||||||
Net
Increase in Cash
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Cash
- Beginning of Period
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Cash
- End of Period
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
See
accompanying notes to financial statements
-4-
Asia
Health And Beauty Treasure, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
January 31,
2010
NOTE 1 – Nature of
Operations and Summary of Significant Accounting Policies
Nature
of operations
Asia
Health And Beauty Treasure, Inc. (the “Company”) is a Delaware corporation that
was incorporated on July 28, 2008. The Company intends to effect a business
combination with a Chinese based operating company.
Development
stage
The
Company's financial statements are presented as those of a development stage
enterprise. Activities during the development stage primarily include related
party debt financing and implementing the business plan.
Use
of estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
A
significant estimate during the period included a 100% valuation allowance for
deferred taxes due to the Company’s continuing and expected future
losses.
Cash
and cash equivalents
For
purposes of the statement of cash flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less and money market
accounts to be cash equivalents.
The
Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits. At January 31, 2010, there were no
balances that exceeded the federally insured limit.
Earnings
per share
Basic
loss per share is computed by dividing net loss by weighted average number of
shares of common stock outstanding during each period. Diluted
earnings per share is computed by dividing net income by the weighted average
number of shares of common stock, common stock equivalents and potentially
dilutive securities outstanding during each period. At January 31,
2010, the Company had no common stock equivalents that could potentially dilute
future earnings per share; however, if present, a separate computation of
diluted loss per share would not have been presented, as these common stock
equivalents would have been be anti-dilutive due to the Company’s net
loss.
Fair
value of financial instruments
Statement
of Financial Accounting Standards No. 107, “Disclosures about Fair Value of
Financial Instruments,” requires disclosures of information about the
fair value of certain financial instruments for which it is practicable to
estimate the value. For purpose of this disclosure, the fair value of
a financial instrument is the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a forced sale or
liquidation.
The
carrying amount reported in the balance sheet for accounts payable and loan
payable – related party approximates fair market value based on the short-term
maturity of these instruments.
-5-
Asia
Health And Beauty Treasure, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
January 31,
2010
Segment
information
The
Company follows Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information." During the period from
date of incorporation until January 31, 2010, the Company only operated in one
segment; therefore, segment information has not been presented.
Stock-based
compensation
All
share-based payments to employees is recorded and expensed in the statement of
operations as applicable under SFAS No. 123R, “Share-Based
Payment”. The Company has not issued any stock based
compensation to its employees since inception.
Non-employee
stock based compensation
Stock-based
compensation awards issued to non-employees for services are recorded at either
the fair value of the services rendered or the instruments issued in exchange
for such services, whichever is more readily determinable, using the measurement
date guidelines enumerated in Emerging Issues Task Force Issue EITF No. 96-18,
“Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services” (“EITF 96-18”). The Company
has not issued any non-employee stock based compensation to any third parties
since inception.
Income
taxes
The
Company accounts for income taxes under the liability method in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
under this method, deferred income tax assets and liabilities are determined
based on differences between the financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse.
We
adopted the provisions of FASB Interpretation No. 48; “Accounting for Uncertainty in
Income Taxes-An Interpretation of FASB Statement No. 109” (“FIN
48”). FIN 48 contains a two-step approach to recognizing and measuring uncertain
tax positions. The first step is to evaluate the tax position for recognition by
determining if the weight of available evidence indicates it is more likely than
not, that the position will be sustained on audit, including resolution of
related appeals or litigation processes, if any. The second step is to measure
the tax benefit as the largest amount, which is more than 50% likely of being
realized upon ultimate settlement. We consider many factors when evaluating and
estimating our tax positions and tax benefits, which may require periodic
adjustments. At January 31, 2010, we did not record any liabilities for
uncertain tax position.
Recent
accounting pronouncements
In March 2008, the FASB
issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES (an amendment to SFAS No. 133). This statement is effective for
financial statements issued for fiscal year and interim periods beginning after
November 15, 2008 and requires enhanced disclosures with respect to derivative
and hedging activities. The Company will comply with the disclosure requirements
of this statement if it utilizes derivative instruments or engages in hedging
activities upon its effectiveness.
In April
2008, the FASB issued FASB Staff Position No. 142-3, DETERMINATION OF THE USEFUL
LIFE OF INTANGIBLE ASSETS (“FSP No. 142-3”) to improve the consistency between
the useful life of a recognized intangible asset (under SFAS No. 142) and the
period of expected cash flows used to measure the fair value of the intangible
asset (under SFAS No. 141(R)). FSP No. 142-3 amends the factors to be considered
when developing renewal or extension assumptions that are used to estimate an
intangible asset’s useful life under SFAS No. 142. The guidance in the new staff
position is to be applied prospectively to intangible assets acquired after
December 31, 2008. In addition, FSP No.142-3 increases the disclosure
requirements related to renewal or extension assumptions. The Company does not
believe implementation of FSP No. 142-3 have a material impact on its financial
statements.
-6-
Asia
Health And Beauty Treasure, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
January 31,
2010
Recent
accounting pronouncements (continued)
In May
2008, the FASB issued statement No. 162, THE HIERARCHY OF GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES. This statement identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This statement is effective 60 days
following the SEC’s approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, “the Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles”.
In May
2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting
for Convertible Debt instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1 requires the
issuer of certain convertible debt instruments that may be settled in cash (or
other assets) on conversion to separately account for the liability (debt) and
equity (conversion option) components of the instrument in a manner that
reflects the issuer's non-convertible debt borrowing rate. FSP APB 14-1 is
effective for fiscal years beginning after December 15, 2008 on a retroactive
basis. As we do not have convertible debt at this time, we currently believe the
adoption of FSP APB 14-1 will have no effect on our combined results of
operations and financial condition.
In May
2008, the FASB issued Statement No. 163, ACCOUNTING FOR FINANCE GUARANTEE
INSURANCE CONTRACTS - AN INTERPRETATION OF FASB STATEMENT NO. 60. The premium
revenue recognition approach for a financial guarantee insurance contract links
premium revenue recognition to the amount of insurance protection and the period
in which it is provided. For purposes of this statement, the amount of insurance
protection provided is assumed to be a function of the insured principal amount
outstanding, since the premium received requires the insurance enterprise to
stand ready to protect holders of an insured financial obligation from loss due
to default over the period of the insured financial obligation. This Statement
is effective for financial statements issued for fiscal years beginning after
December 15, 2008.
In June
2008, the FASB issued FASB Staff Position Emerging Issues Task Force (EITF) No.
03-6-1, DETERMINING WHETHER INSTRUMENTS GRANTED IN SHARE-BASED PAYMENT
TRANSACTIONS ARE PARTICIPATING SECURITIES (“FSP EITF No. 03-6-1”). Under FSP
EITF No. 03-6-1, unvested share-based payment awards that contain rights to
receive nonforfeitable dividends (whether paid or unpaid) are participating
securities, and should be included in the two-class method of computing EPS. FSP
EITF No. 03-6-1 is effective for fiscal years beginning after December 15, 2008,
and interim periods within those years, and is not expected to have a
significant impact on the Company’s financial statements.
In
April 2009, the FASB issued FSP 157-4, DETERMINING FAIR VALUE WHEN THE
VOLUME AND LEVEL OF ACTIVITY FOR THE ASSET OR LIABILITY HAVE SIGNIFICANTLY
DECREASED AND IDENTIFYING TRANSACTIONS THAT ARE NOT ORDERLY (“FSP 157-4”). FSP
157-4 provides additional guidance for estimating fair value in accordance with
SFAS 157 when the volume and level of activity for the asset or liability have
significantly decreased. FSP 157-4 also includes guidance on identifying
circumstances that indicate a transaction is not orderly. FSP 157-4 is effective
for interim and annual reporting periods ending after June 15, 2009, with
early adoption permitted for periods ending after March 15, 2009. FSP 157-4 does
not require disclosures for earlier periods presented for comparative purposes
at initial adoption. In periods after initial adoption, FSP 157-4 requires
comparative disclosures only for periods ending after initial adoption. The
adoption of the provisions of FSP 157-4 is not anticipated to materially impact
on the Company’s results of operations or the fair values of its assets and
liabilities.
In May
2009, the FASB issued SFAS No. 165, SUBSEQUENT EVENTS (“SFAS 165”).
SFAS 165 establishes general standards for accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or available to be issued and was effective for interim and annual
periods ending after June 15, 2009. The adoption of SFAS No. 165 did not have an
impact on the Company’s results of operations or financial condition. The
Company evaluated all subsequent events that occurred from July 1, 2009 through
September 30, 2009, inclusive, and does not found any material subsequent events
are required to disclose.
-7-
Asia
Health And Beauty Treasure, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
January 31,
2010
Recent
accounting pronouncements (continued)
In
June 2009, the FASB issued SFAS No. 166 ACCOUNTING FOR TRANSFERS OF
FINANCIAL ASSETS (“SFAS 166). This statement is intended to improve the
relevance, representational faithfulness, and comparability of the information
that a reporting entity provides in its financial reports about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor’s continuing involvement in
transferred financial assets. This Statement must be applied as of the beginning
of each reporting entity’s first annual reporting period that begins after
November 15, 2009, and is required to be adopted by the Company in the
first quarter of fiscal year 2011. Earlier application is prohibited. This
Statement must be applied to transfers occurring on or after the effective date.
The Company does not expect the adoption of SFAS 166 to have a material impact
on the Company’s financial position, results of operations and cash
flows.
In June
2009, the FASB issued SFAS No. 168, THE FASB ACCOUNTING STANDARDS CODIFICATION
AND THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“SFAS No. 168”).
SFAS No. 168 will become the single source of authoritative nongovernmental U.S.
generally accepted accounting principles (“GAAP”), superseding existing FASB,
American Institute of Certified Public Accountants, Emerging Issues Task Force
(“EITF”), and related accounting literature. SFAS No. 168 reorganizes the
thousands of GAAP pronouncements into roughly 90 accounting topics and displays
them using a consistent structure. Also included is relevant Securities and
Exchange Commission guidance organized using the same topical structure in
separate sections. SFAS No. 168 will be effective for financial statements
issued for reporting periods that end after September 15, 2009. The adoption of
SFAS No. 168 is not expected to have a material impact on the Company’s
consolidated results of operations and financial condition.
Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the financial statements upon
adoption.
-8-
Asia
Health And Beauty Treasure, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
January 31,
2010
Note 2 Going
Concern
As
reflected in the accompanying financial statements, the Company has a net loss
of $2,256 and net cash used in operations of $1,256 for the period ended January
31, 2010; and a working capital deficit of $26,566, deficit accumulated during
the development stage of $26,567 and a stockholder’s deficit of $26,566 at
January 31, 2010. In addition, the Company is in the development
stage and has not yet generated any revenues. The ability of the Company to
continue as a going concern is dependent upon the Company's ability to further
implement its business plan and to continue to raise funds through debt or
equity raises. The financial statements do not include any
adjustments relating to the recovery of the recorded assets or the
classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern.
Note 3 Loan Payable –
Related Party
During
the period ended January 31, 2010, the Company’s stockholder loaned the Company
$22,527. These advances are non-interest bearing, unsecured and due on
demand.
Note 4 Stockholder’s
Deficit
During
the period ended January 31, 2010, the Company issued 100,000 shares of common
stock to its founder, having a fair value of $1 ($0.00001/share), for
pre-incorporation services.
Note 5 Income
Taxes
SFAS 109
requires the recognition of deferred tax assets and liabilities for both the
expected impact of differences between the financial statements and the tax
basis of assets and liabilities, and for the expected future tax benefit to be
derived from tax losses and tax credit carryforwards. SFAS 109
additionally requires the establishment of a valuation allowance to reflect the
likelihood of realization of deferred tax assets.
The
Company has a net operating loss carryforward for tax purposes totaling $26,567
at January 31, 2010, expiring through the year 2028. Internal Revenue Code
Section 382 places a limitation on the amount of taxable income that can be
offset by carryforwards after a change in control (generally greater than a 50%
change in ownership). Temporary differences, which give rise to a net
deferred tax asset, are as follows:
Significant
deferred tax assets at January 31, 2010 are as follows:
Gross
deferred tax assets:
|
||||
Net operating
loss carryforwards
|
$
|
9,033
|
||
Total deferred tax
assets
|
9,033
|
|||
Less: valuation allowance
|
(9,033
|
)
|
||
Net
deferred tax asset recorded
|
$
|
-
|
The
valuation allowance at October 31, 2009 was $8,266. The net change in valuation
allowance during the period ended January 31, 2010, was an increase of
$767. In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some portion or all
of the deferred income tax assets will not be realized. The ultimate
realization of deferred income tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary differences
become deductible. Management considers the scheduled reversal of
deferred income tax liabilities, projected future taxable income, and tax
planning strategies in making this assessment. Based on consideration
of these items, management has determined that enough uncertainty exists
relative to the realization of the deferred income tax asset balances to warrant
the application of a full valuation allowance as of January 31,
2010.
-9-
Asia
Health And Beauty Treasure, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
January 31,
2010
Note 5 Income Taxes
(continued)
The
actual tax benefit differs from the expected tax benefit for the period ended
January 31, 2010 (computed by applying the U.S. Federal Corporate tax rate of
34% to income before taxes) as follows:
Expected
tax expense (benefit) - Federal
|
$
|
(9,033
|
)
|
|
Change
in valuation allowance
|
9,033
|
|||
Actual
tax expense (benefit)
|
$
|
-
|
-10-
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The
information contained in Item 2 contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. 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 report. 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.
Description
of Business
The
Company was incorporated in the State of Delaware on July 28, 2008 and maintains
its principal executive office at Room 405, 4/F., Wing Ming Industrial Centre,
15 Cheung Yue Street, Cheung Sha Wan, Kowloon, Hong Kong. Since inception, the
Company has been engaged in organizational efforts and obtaining initial
financing. The Company was formed as a vehicle to pursue a business combination
through the acquisition of, or merger with, an operating business. The Company
filed a registration statement on Form 10-SB with the U.S. Securities and
Exchange Commission (the “SEC”) on September 15, 2008, and since its
effectiveness, the Company has focused its efforts to identify a possible
business combination.
The
Company, based on proposed business activities, is a “blank check” company. The
SEC defines those companies as "any development stage company that is issuing a
penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange
Act 1934, as amended (the “Exchange Act”), and that has no specific business
plan or purpose, or has indicated that its business plan is to merge with an
unidentified company or companies." Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. The Company is also a “shell company,” defined in Rule
12b-2 under the Exchange Act as a company with no or nominal assets (other than
cash) and no or nominal operations. Management does not intend to undertake any
efforts to cause a market to develop in our securities, either debt or equity,
until we have successfully concluded a business combination. The Company intends
to comply with the periodic reporting requirements of the Exchange Act for so
long as we are subject to those requirements.
The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with an operating business. The Company will not
restrict its potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
Liquidity
and Capital Resources
As of
January 31, 2010 the Company’s current liabilities totaled $26,566 comprised
exclusively of monies due to stockholders. The following is a summary of the
Company's cash flows provided by (used in) operating, investing, and financing
activities:
Three
Months
Ended
January
31,
2010
|
Three
Months
Ended
January
31,
2009
|
Cumulative
From
July 28,
2008
(Inception) to
January
31,
2010
|
||||||||||
Net
Cash (Used in) Operating Activities
|
$
|
(1,256
|
)
|
$
|
(1,289
|
)
|
$
|
(22,527
|
)
|
|||
Net
Cash (Used in) Investing Activities
|
-
|
-
|
-
|
|||||||||
Net
Cash Provided by Financing Activities
|
1,256
|
1,289
|
22,527
|
|||||||||
Net
Increase in Cash and Cash Equivalents
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
The
Company has no assets and has generated no revenues since inception. The Company
is also dependent upon the receipt of capital investment or other financing to
fund its ongoing operations and to execute its business plan of seeking a
combination with a private operating company. In addition, the Company is
dependent upon certain related parties to provide continued funding and capital
resources. If continued funding and capital resources are unavailable at
reasonable terms, the Company may not be able to implement its plan of
operations.
-11-
Results
of Operation
The
Company has not conducted any active operations since inception, except for its
efforts to locate suitable acquisition candidates. No revenue has been
generated by the Company from July 28, 2008 (Inception) to January 31, 2010. It
is unlikely the Company will have any revenues unless it is able to effect an
acquisition or merger with an operating company, of which there can be no
assurance. It is management's assertion that these circumstances may hinder the
Company's ability to continue as a going concern. The Company’s plan of
operation for the next twelve months shall be to continue its efforts to locate
suitable acquisition candidates. For the period ended from July 28, 2008
(Inception) to January 31, 2010, the Company had a net loss of $26,567 comprised
exclusively of legal, accounting, audit, and other professional service fees
incurred in relation to the filling of the Company’s Registration Statement on
Form 10-SB and other related documents.
Management
anticipates seeking out a target company through solicitation. Such solicitation
may include newspaper or magazine For the period ended from July 28, 2008
(Inception) to January 31, 2010, the Company had a net loss of $26,567 comprised
exclusively of legal, accounting, audit, and other professional service fees
incurred in relation to the filling of the Company’s Registration Statement on
Form 10-SB and other related documents.
For the
three months ending January 31, 2010, the Company had no activities that
produced revenues from operations.
Off-Balance
Sheet Arrangements
The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.
Contractual
Obligations
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide this information.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
required for Smaller Reporting Companies.
Item
4T. Controls and Procedures
a)
Evaluation of Disclosure
Controls. Pursuant to Rule 13a-15(b) under the Securities Exchange
Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the
participation of the Company’s management, including the Company’s Chief
Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s
principal financial and accounting officer), of the effectiveness of the
Company’s disclosure controls and procedures (as defined under Rule 13a-15(e)
under the Exchange Act) as of the end of the period covered by this report.
Based upon that evaluation, the Company’s CEO and CFO concluded that the
Company’s disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in the reports that the
Company files or submits under the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules
and forms, and that such information is accumulated and communicated to the
Company’s management, including the Company’s CEO and CFO, as appropriate, to
allow timely decisions regarding required disclosure.
(b)
Changes in internal
control over financial reporting. There have been no changes in our
internal control over financial reporting that occurred during the last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
-12-
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
Currently
we are not aware of any litigation pending or threatened by or against the
Company.
Item
1A. Risk Factors.
None.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None
Item
6. Exhibits and Reports of Form 8-K.
(a) Exhibits
31.1
Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002
32.1
Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002
(b) Reports
of Form 8-K
None.
-13-
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ASIA
HEALTH AND BEAUTY TREASURE, INC.
|
||
Date:
March 11, 2010
|
By:
|
/s/
Wong Wa Kei Anthony
|
Wong Wa
Kei Anthony
|
||
President,
Secretary,
Chief
Financial Officer and Director
|
-14-