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8-K/A - YUS INTERNATIONAL GROUP Ltdsuper8k4121410.htm
EX-99.1 - GLOBAL MANIA EMPIRE MANAGEMENT LTD - DECEMBER 2009 AND 2008 FINANCIAL STATEMENTS - YUS INTERNATIONAL GROUP Ltddecfinancials.htm
EX-99.3 - UNAUDITED CONDENSED PRO FORMA COMBINED FINANCIAL STATEMENTS DECEMBER 31, 2009 - YUS INTERNATIONAL GROUP Ltdproformadec2009.htm
EX-99.4 - UNAUDITED CONDENSED PRO FORMA COMBINED FINANCIAL STATEMENTS AS OF JUNE 30, 2010 - YUS INTERNATIONAL GROUP Ltdproformadec2010quarters.htm


 

 

 

 

 

 

Exhibit 99.2

 

 

GLOBAL MANIA EMPIRE MANAGEMENT LIMITED

BALANCE SHEETS (UNAUDITED)

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

2010

 

2009

 

ASSETS

 

 

 

(Audited)

 

CURRENT ASSETS

 

 

 

 

 

     Cash and cash equivalents

$

69,869

$

41,028

 

     Accounts receivable, net of allowance for doubtful accounts

 

104,962

 

38,017

 

     Other receivables and deposits

 

9,575

 

1,436

 

     Total current assets

 

184,406

 

80,481

 

 

 

 

 

 

 

PROPERTY, PLANT & EQUIPMENT, NET

 

6,285

 

8,147

 

TOTAL ASSETS

$

190,691

$

88,628

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

LIABILITIES

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

     Accounts payable

$

66,348

$

28,204

 

     Advances from shareholders                   

 

72,854

 

31,703

 

     Accrued expenses and other payables

 

171,128

 

76,352

 

     Total current liabilities

 

310,330

 

136,259

 

 

 

 

 

 

 

     TOTAL LIABILITIES

 

310,330

 

136,259

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

     Common stock, par value HK$1, 10,000 shares authorized; 200 shares

      issued and outstanding as of June 30, 2010 and December 31, 2009 respectively

 

26

 

26

 

     Accumulated deficit

 

(119,665)

 

 (47,657)

 

     TOTAL STOCKHOLDERS’ EQUITY

 

(119,639)

 

(47,631)

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

190,691

$

88,628

 

 

 

 

 

 

 

 

 

 

 

 

 


See accompanying notes to the condensed financial statements






1





GLOBAL MANIA EMPIRE MANAGEMENT LIMITED

STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

For the three

 

For the three

 

For the six

 

For the six

 

 

months ended

 

months ended

 

months ended

 

months ended

 

 

June 30, 2010

 

June 30, 2009

 

June 30, 2010

 

June 30, 2009

 

 

 

 

 

 

 

 

 

REVENUE

$

258,856

$

210,451

$

398,575

$

315,786

 

 

 

 

 

 

 

 

 

 COST OF SALES

 

(178,443)

 

(57,771)

 

(249,611)

 

(66,058)

 

 

 

 

 

 

 

 

 

GROSS PROFIT/(LOSS)

 

80,413

 

152,680

 

148,964

 

249,728

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

General & administrative

 

145,876

 

149,009

 

220,972

 

241,613

 

 

 

 

 

 

 

 

 

TOTAL OPERATING EXPENSES

 

145,876

 

149,009

 

220,972

 

241,613

 

 

 

 

 

 

 

 

 

OPERATING (LOSS) INCOME

 

(65,463)

 

3,671

 

(72,008)

 

8,115

 

 

 

 

 

 

 

 

 

(LOSS) INCOME BEFORE TAXES

 

(65,463)

 

3,671

 

(72,008)

 

8,115

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

NET (LOSS) INCOME

$

(65,463)

$

3,671

$

(72,008)

$

8,115

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

COMPREHENSIVE (LOSS) INCOME

$

(65,463)

$

3,671

$

(72,008)

$

8,115

 

 

 

 

 

 

 

 

 

NET (LOSS) INCOME PER SHARE, BASIC AND DILUTED

$

(327.32)

$

36.71

$

(360.04)

$

81.15

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING,

 

200

 

100

 

200

 

100

BASIC AND DILUTED




See accompanying notes to the condensed financial statements



2






GLOBAL MANIA EMPIRE MANAGEMENT LIMITED

STATEMENT OF CASH FLOWS (UNAUDITED)

 

 

 

 

 

 

 

For the six

 

For the six

 

 

months ended

 

months ended

 

 

June 30, 2010

 

June 30, 2009

Cash Flows From Operating Activities:

 

 

 

 

   Net (loss) income

$

(72,008)

$

8,115

   Adjustments to reconcile net (loss) income to net

    cash (used by) generated from operating activities:

 

 

 

 

       Depreciation

 

1,862

 

1,015

   Changes in operating assets and liabilities:

 

 

 

 

       (Increase) decrease in account receivables

 

(66,945)

 

40,069

       (Increase) decrease in other receivables and deposits

 

(8,139)

 

641

       Increase in accounts payable

 

38,144

 

-

       Increase (decrease) in accrued expenses and other payables

 

94,776

 

(327)

       Net cash (used in) generated from operating activities

 

(12,310)

 

49,513

 

 

 

 

 

Cash Flows From Investing Activities:

 

 

 

 

   Purchase of property, plant and equipment

 

-

 

(4,497)

       Net cash used in investing activities

 

-

 

(4,497)

 

 

 

 

 

Cash Flows From Financing Activities:

 

 

 

 

   Advances from shareholders

 

41,151

 

190

       Net cash provided from financing activities

 

41,151

 

190

 

 

 

 

 

Net increase in cash and cash equivalents

 

28,841

 

45,206

 

 

 

 

 

Cash and cash equivalents at Beginning of Period

 

41,028

 

8,498

 

 

 

 

 

Cash and cash equivalents at the End of Period

 $

69,869

 $

53,704


 

 

See accompanying notes to the condensed financial statements



3





GLOBAL MANIA EMPIRE MANAGEMENT LIMITED

Notes to the Financial Statements


NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES


Global Mania Empire Management Limited was incorporated in Hong Kong on October 6, 2008.  The Company is engaged in the business of managing artists in the entertainment industry and projects relating to these artists.


NOTE 2 - PRINCIPLES OF CONSOLIDATION


The accompanying consolidated financial statements include the accounts of the Company and the Company’s subsidiaries. All significant inter-company balances and transactions have been eliminated. The consolidated financial statements are prepared in accordance with generally accepted accounting principles used in the United States of America.

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(a)

Economic and Political Risk


The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.


The Company’s major operations in Hong Kong are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, and legal environment. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.

 

(b)

Cash and Cash Equivalents


The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains bank accounts in Hong Kong through its wholly-owned subsidiary.


(c)

Property, Plant and Equipment


Property, plant and equipment are carried at cost less accumulated depreciation. The cost of maintenance and repairs is charged to the statement of income as incurred, whereas significant renewals and betterments are capitalized. The cost and the related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income.


(d)

Depreciation and Amortization


The Company provides for depreciation of property, plant and equipment principally by use of the straight-line method for financial reporting purposes. Property, plant and equipment are depreciated over the following estimated useful lives:


 

 

Furniture and fixtures

5 years

Computer equipment

5 years



4








The depreciation expense for the period ended June 30, 2010 and June 30, 2009 amounted to $1,862 and $1,015 respectively.


(e)

Accounting for the Impairment of Long-Lived Assets


The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. There were no impairments of long-lived assets for the period ended June 30, 2010.


(f)

Income Tax


The Company has adopted the provisions of statements of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which incorporates the use of the asset and liability approach of accounting for income taxes. The Company allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.


In accordance with the relevant tax laws and regulations of Hong Kong, the corporation income tax rate applicable is 16.5%. At times generally accepted accounting principles requires the Company to recognize certain income and expenses that do not conform to the timing and conditions allowed by Hong Kong. The Company has no income tax expense for period ended June 30, 2010.


(g)

Fair Value of Financial Instruments


The carrying amounts of the Company's cash, other receivable, other payable and accrued expenses approximate to their fair values because of the short maturity of these items.


(h)

Revenue Recognition


Revenue represents the invoiced value of services rendered to customers during the period. Revenue is recognized when all of the following criteria are met:


 

a)

Persuasive evidence of an arrangement exists,

 

b)

Delivery has occurred or services have been rendered,

 

c)

The seller's price to the buyer is fixed or determinable, and

 

d)

Collectibility is reasonably assured.


(i)

Earnings Per Share


Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of June 30, 2010 and 2009, there was no dilutive security outstanding.



5





(j)

Use of Estimates


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


(k)

Retirement Benefits


Hong Kong mandates companies to operate a mandatory provident fund plan, which is available to all employees in Hong Kong. Both the Company and the employees are required to contribute 5% (subject to an aggregate amount of $256) per month of the employees’ relevant income.  Contributions from the Company are 100% vested to the employees as soon as they are paid to the plan.  Contributions to the plan are expensed in the statement of operations as they become payable in accordance with the rules of the plan.  The assets of the plan are held separately from those of the Company and managed by independent professional fund managers.  The Company provides no other retirement benefits to its employees.


(l)

Comprehensive Income


Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income includes net income and the foreign currency translation gain, net of tax.


(m)

Foreign Currency Translation


The accompanying consolidated financial statements are presented in United States Dollar (US$). The functional currency of the Company is the Hong Kong Dollar (HK$). Capital accounts of the consolidated financial statements are translated into US$ from HK$ at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the year. The translation rates are as follows:


 

 

 

2010

 

2009

Period/year end HK$ : US$ exchange rate

 

 

0.1282

 

0.1282

Average yearly HK$ : US$ exchange rate

 

 

0.1282

 

0.1282

 

(n)

Recent Accounting Pronouncements


The Company does not expect that the adoption of other recent accounting pronouncements to have any material impact on its financial statements.


NOTE 3 – ACCOUNTS RECEIVABLE


Accounts receivable is carried at the net invoiced value charged to customer. The Company will record an allowance for doubtful accounts to cover estimated credit losses. Management reviews and adjusts this allowance periodically based on historical experience and its evaluation of the collectability of outstanding accounts receivable. The Company evaluates the credit risk of its customers utilizing historical data and estimates of future performance. There were no allowances for doubtful accounts as of June 30, 2010.



6






NOTE 4 – DEPOSITS PAID AND OTHER RECEIVABLES


Deposits paid consists of payments and deposits made by the Company to third parties in the normal course of business operations with no interest being charged and no fixed repayment terms. These payments are made for the products and services that are used by the Company in its current operations.


The Company evaluates the amounts recorded as deposits paid and other receivables on a periodic basis and records a charge to the current operations of the Company when the related expense has been incurred or when the amounts reported as other receivables is no longer deemed to be collectible by the Company.


Deposits paid and other receivables as of June 30, 2010 and 2009 are summarized as follows:


 

 

As of

June 30, 2010

 

As of

June 30, 2009

 

 

 

 

 

Deposits paid

$

-

$

449

Other receivables

 

9,575

 

-

 

 

 

 

 

Total

$

9,575

$

449



NOTE 5 - PROPERTY, PLANT AND EQUIPMENT


Property, plant and equipment of the Company consist primarily of furniture and fixtures and computer equipment owned and operated by the Company. Property, plant and equipment as of June 30, 2010 and 2009 are summarized as follows:


 

 

As of

June 30, 2010

 

As of

June 30, 2009

At cost:

 

 

 

 

Furniture and fixtures

$

2,795

$

2,795

Computer equipment

 

7,359

 

6,631

 

 

10,154

 

9,426

Less: Accumulated depreciation

 

(3,869)

 

(1,188)

 

 

 

 

 

Property, plant and equipment, net

$

6,285

$

8,238


The depreciation expense for the period ended June 30, 2010 and 2009 amounted to $1,862 and $1,015, respectively.


NOTE 6 - ACCRUED EXPENSES AND OTHER PAYABLES


 

 

 

As of

 

As of

 

 

 

June 30, 2010

 

June 30, 2009

 

 

 

 

 

 

Accrued expenses

 

$

171,128

$

29,696

Other payables

 

 

-

 

-

Total

 

$

171,128

$

29,696


NOTE 7 - INCOME TAX AND DEFERRED TAX LIABILITIES


Corporation Income Tax ("CIT")



7





In accordance with the relevant tax laws and regulations of Hong Kong, the statutory corporate income tax rate is 16.5% for the period ended June 30, 2010 and 2009.  No provision for the statutory corporate income tax is made as the Company incurred losses for the period ended June 30, 2010 and 2009.


The Company's actual tax expense differs from the "expected" tax expense for the period ended June 30, 2010 and 2009 (computed by applying the CIT rate of 16.5% to net loss of the Company).


 

 

For the period ended

 

For the period ended

 

 

 

June 30, 2010

 

June 30, 2009

 

Net (loss) income before provision for income taxes

$

(72,008)

$

8,115

 

Tax at the applicable rate: 16.5%

 

(11,881)

 

1,339

 

Tax effect of loss not recognized

 

11,881

 

(1,339)

 

TOTAL

$

-

$

-

 

 

 

 

 

 

 

 

The provisions for income taxes for the period ended June 30, 2010 and 2009 are summarized as follows:


 

 

        As of June 30,       

 

          As of June 30,       

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Current

 

Deferred

 

 

 

 

 

 

 

 

 

TOTAL

 

 

 

 

 

 

 


There are no other timing differences between reported book or financial income and income computed for income tax purposes.  Therefore, the Company has made no adjustment for deferred tax assets or liabilities.


NOTE 8 CERTAIN RELATIONSHIPS AND RELATED PARTIES TRANSACTIONS, AND DIRECTOR INDEPENDENCE


(a)

Advances from shareholders

Advances from shareholders are unsecured, interest free and are expected to be repaid the coming year.


(b)

Transactions with related parties

During the period ended June 30, 2010 and 2009, the Company had the following related party transactions:


 

 

For the period ended

 

For the period ended

 

 

 

June 30, 2010

 

June 30, 2009

 

Salaries, allowances and accommodation expenses paid to shareholders:

$

 

$

 

 

-

Mr. Lam Wai Hon, Johnson

 

26,923

 

61,538

 

-

Mr. Kwong Kwan Yin, Roy

 

46,923

 

34,615

 

 

 

 

 

 

 

TOTAL

$

73,846

$

96,153

 

 

 

 

 

 

 


 




8




NOTE 9 - COMMON STOCK

 

The Company was incorporated on October 6, 2008 with authorized shares of 10,000 with a par value of HK$1 each. 100 shares were issued for cash in the amount of $113 at the inception of the Company.


On November 6, 2009, 100 ordinary shares of HK$1 each were issued for cash in the amount of $113.


 NOTE 10 - CONTINGENCIES AND COMMITMENTS


The Company has no contingencies and commitments as of June 30, 2010 and 2009, respectively.


NOTE 11 - SUBSEQUENT EVENTS


On June 25, 2010, the Company and the shareholders of the Company entered into an Agreement for a Share Exchange (the Agreement) with Asian Trends Media Holdings, Inc., a Nevada incorporated company (Asian Trends) and the Agreement was closed on August 31, 2010.  Pursuant to the Agreement, Asian Trends acquired 100% ownership of the Company.


Upon the closing of the Agreement, the Company became a 100% subsidiary of Asian Trends.





9