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EX-32.1 - EXHIBIT 32.1 - YUS INTERNATIONAL GROUP Ltdexhibit321.htm
EX-31.1 - EXHIBIT 31.1 - YUS INTERNATIONAL GROUP Ltdexhibit311.htm
EX-31.2 - EXHIBIT 31.2 - YUS INTERNATIONAL GROUP Ltdexhibit312.htm
EX-32.2 - EXHIBIT 32.2 - YUS INTERNATIONAL GROUP Ltdexhibit322.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
 (Mark One)
 
oQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: June 30, 2011

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________
Commission File No.000-52020
         
ASIAN TRENDS MEDIA HOLDINGS, INC.
( Exact name of small business issuer as specified in its charter
 
NEVADA
 
90-0201309
 
 
(State or other jurisdiction of
 
(IRS Employer Identification No.)
 
 
incorporation or organization)
     

     
Suite 1902, 19th Floor Tower II, Kodak House
   
Quarry Bay Hong Kong
 
n/a
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: 852-2102-0100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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..   Yeso   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.  See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
  Large accelerated filer o
 Non-accelerated filer o
 Accelerated filer            o (do not check if smaller reporting company)
 Smaller reporting company o
   
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No o
State the number of shares outstanding of each of the issuer’s classes of common equity, as of June 30, 2011, are as follows:
   
Class of Securities
Shares Outstanding
Common Stock, $0.001 par value
99,038,280 shares
 
Transitional Small Business Disclosure Format (check one): Yes o No o
 
 
1

 

 
TABLE OF CONTENTS
 
PART I - FINANCIAL INFORMATION
Item 1.  
Unaudited Condensed Financial Statements
3
Item 2.  
Management’s Discussion and Analysis of Financial Condition and Results of Operation or Plan of Operation
11
Item 3.  
Quantitative and Qualitative Disclosures About Market Risk
 13
Item 4. 
Controls and Procedures
 13
  
  
  
PART II -OTHER INFORMATION
Item 1.  
Legal Proceedings.
  14
Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds.
  14
Item 3.  
Defaults Upon Senior Securities.
  14
Item 4.  
Removed and Reserved
  14
Item 5.  
Other Information.
  14
Item 6.  
Exhibits
  14
  
  
  
SIGNATURES
15
 
 
 
2

 

 
PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

Contents

Condensed Financial Statements:
Page
Number
  
  
Condensed Consolidated Balance Sheets
4
Condensed Consolidated Statements of Operation  (unaudited)
5
Condensed Consolidated Statements of Cash Flows (unaudited)
6
Notes to Condensed Financial Statements (unaudited)
7-10
 

 
3

 


ASIAN TRENDS MEDIA HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
   
June 30,
2011
   
December 31,
2010
 
    (Unaudited)     (Audited)  
Assets            
Current assets
           
Cash and cash equivalents
  $ -     $ 245,902  
Accounts receivable
    154       175,533  
Other receivables and deposits
    46,995       29,390  
Total current assets
    47,149       450,825  
                 
Property, plant & equipment, net
    26,376       37,348  
Total assets
  $ 73,525     $ 488,173  
                 
Liabilities and equity
               
Liabilities
               
Current liabilities
               
Accounts payable
  $ 17,387     $ 54,913  
Accrued expenses and other payables
    4,623       411,035  
Advances from shareholder
    107,011       189,721  
Notes payable
    256,412       -  
Unearned revenue
    -       10,769  
Total liabilities
    385,433       666,438  
                 
Shareholders’ equity
               
Common stock, Par value $0.001, 225,000,000 shares authorized; $0.01 par value; 81,912,000 and 117,711,810 shares
               
issued and outstanding as of June 30, 2011 and December 31, 2010, respectively
    81,912       117,711  
Additional paid in capital
    634,545       877,305  
Accumulated deficit
    (1,028,365 )     (1,173,281 )
Total shareholders’ equity
    (311,908 )     (178,265 )
                 
Total liabilities and shareholders’ equity
  $ 73,525     $ 488,173  

See accompanying notes to the condensed consolidated financial statements

 
4

 

 
ASIAN TRENDS MEDIA HOLDINGS, INC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (UNAUDITED)

   
Six months ended June 30,
   
Six months ended June 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Revenues
  $ 154     $ 294     $ 62     $ -  
                                 
Cost of sales
    -       (294 )     -       -  
                                 
Gross profit
    154       -       62       -  
                                 
Expenses
                               
General and administrative (inclusive of depreciation)
    20,661       124,625       (5,577 )     112,474  
Total operating expenses
    20,661       124,625       (5,577 )     112,474  
                                 
Loss from continuing operations before provision for income taxes
    (20,507 )     (124,625 )     (5,515 )     (112,474 )
                                 
Provision for income taxes
    -       -               -  
                                 
Net loss from continuing operations
  $ (20,507 )   $ (124,625 )   $ (5,515 )   $ (112,474 )
                                 
Discontinued operations
                               
Net income
    49,955       -       -       -  
Gain on disposal of discontinued operations
    115,468       -       -       -  
                                 
Net income from discontinued operations
  $ 165,423     $ -     $ -     $ -  
                                 
Net income/(loss) for the period
  $ 144,916     $ (124,625 )   $ (5,515 )   $ (112,474 )
                                 
Other comprehensive income
    -       -       -       -  
                                 
Total comprehensive income/(loss) income for the period
  $ 144,916     $ (124,625 )   $ (5,515 )   $ (112,474 )
                                 
                                 
Earnings/(loss) per share, basic and diluted – continuing operations
  $ 0.00     $ (0.00 )   $ (0.00 )   $ (0.00 )
                                 
Weighted average number of shares outstanding, basic and diluted
    86,065,569       84,099,337       81,912,000       86,262,637  

See accompanying notes to the condensed consolidated financial statements


 
5

 
 

ASIAN TRENDS MEDIA HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

   
Six months ended June 30
 
   
2011
   
2010
 
             
Cash flows from operating activities
           
Cash flows from continuing operating activities
           
Net loss
  $ (20,507 )   $ (124,625 )
Adjustments to reconcile net income to net cash flows used in operating activities for:
               
Depreciation
    6,557       19,315  
Changes in operating assets and liabilities:
               
Increase in accounts receivables
    (154 )     -  
Decrease/(increase) in other receivables and deposits
    18,955       (57,017 )
Increase/(decrease) in accounts payable
    849       (32,801 )
(Decrease)/increase in accrued expenses and other payables
    (12,976 )     11,270  
Net cash used in continuing operating activities
    (7,276 )     (183,858 )
Net cash provided by discontinued operating activities
    32,901       -  
                 
Net cash provided /(used in) by operating activities
    25,625       (183,858 )
                 
Cash flows from investing activities
               
Net cash used in continuing investing activities
    -       -  
Net cash used in discontinued investing activities
    (188,817 )     -  
                 
Net cash used in investing activities
    (188,817 )     -  
                 
Cash flows from financing activities
               
Cash flows from continuing financing activities
               
Capital contribution by shareholders
    -       232,117  
Issuance of common stock
    -       13,652  
Increase in advance from a shareholder
    (82,710 )     -  
Net cash provided by continuing financing activities
    (82,710 )     245,769  
Net cash used in discontinued financing activities
    -       -  
                 
Net cash used in financing activities
    (82,710 )     245,769  
                 
Net (decrease)/increase in cash and cash equivalents
               
Continuing operations
    (89,986 )     61,911  
Discontinued operations
    (155,916 )     -  
      (245,902 )     61,911  
                 
Cash and cash equivalents at beginning of period
               
Continuing operations
    89,986       284  
Discontinued operations
    155,916       -  
      245,902       284  
                 
Cash and cash equivalents at end of period
               
Continuing operations
    -       62,195  
Discontinued operations
    -       -  
    $ -     $ 62,195  
                 
Non-cash transactions
               
Forfeiture of common stocks in disposal of subsidiaries
    22,147       -  
Cancellation of shares
    256,412       -  

See accompanying notes to the condensed consolidated financial statements


 
6

 

 
ASIAN TRENDS MEDIA HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES
 
The Company was incorporated under the laws of the State of Delaware.

At the beginning of 2010, The Company was principally engaged in operating liquid crystal display (“LCD”) flat-panel televisions and LCD billboards that advertise throughout Hong Kong and create revenue by selling advertising airtime. On August 31, 2010 the Company closed an Agreement for a Share Exchange with Global Mania Empire Management Limited (“GME”) to acquire 100% ownership of GME from its shareholders.  GME is a Hong Kong company that specializes in project and artist management.

On January 21, 2011, the Company entered into an Asset Sale, Purchase and Transfer Agreement (the "Sale Agreement") with the collective former shareholders of GME, namely Kwong Kwan Yin Roy, Dragon Billion International Limited, and Wong Wing Fung Charlie, each an individual resident of Hong Kong (collectively referred to as “Buyers").

According to the terms of the Sale Agreement, the Registrant sold its subsidiary Asian Trends Broadcasting Inc. (“ATBI”), a British Virgin Islands company and its subsidiaries GME, Great China Media Limited (“GCM”), a Hong Kong company, and Great China Game Limited (“GCG”), a Hong Kong company, to the Buyers. The consideration for the transaction shall consist of the return by the Buyers and surrender to the Registrant of a total of 22,147,810 shares of the Registrant’s common stock.

The project and artist management are reported as discontinued operations.
 
NOTE 2 – BASIS OF PRESENTATION
 
The unaudited interim financial statements of the Company and the Company’s subsidiaries for the six months ended June 30, 2011 and 2010 have been prepared pursuant to the rules & regulations of the SEC. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading.  All significant intercompany balances and transactions have been eliminated. The functional currency for the majority of the Company’s operations is the Hong Kong dollar (“HKD”), while the reporting currency is the US Dollar.
 
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

In the opinion of the management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position as of June 30, 2011, results of operations and cash flows for the six months ended June 30, 2011 have been made. The results of operations for the six months ended June 30, 2011 are not necessarily indicative of the operating results for the full year.

NOTE 3 –DISPOSAL OF SUBSIDIARIES

On January 21, 2011, the Company disposed of its entire interest in ATBI, GME, GCM and GCG. The consideration for the transaction consisted of the return by the Buyers and surrender to the Company of a total of 22,147,810 shares of the Company’s common stock.

A summary of the balance sheet and income statement of the disposed entities, immediately before the disposal, is presented as follows:

(i)  
Summary of balance sheet

   
January 21, 2011
(Date of disposal)
   
December 31, 2010
 
   
(Unaudited)
   
(Audited)
 
Assets
           
Cash and cash equivalents
  $ 188,817     $ 155,916  
Accounts receivable
    176,905       175,533  
Other receivables and deposit
    4,488       5,701  
Property, plant & equipment, net
    4,415       4,415  
                 
Total assets
  $ 374,625     $ 341,565  
                 
Liabilities
               
Accounts payable
  $ 374,868     $ 38,375  
Accrued expenses and other payables
    7,248       394,180  
Advances from shareholder
    32,801       -  
Amount due to a related company
    42,260       42,260  
Unearned revenue
    10,769       10,769  
                 
Total liabilities
    467,946       485,584  
                 
Net liabilities
    (93,321 )     (144,019 )
                 
Forfeit of common stock in disposal of subsidiaries
    (22,147 )     -  
      (115,468 )     (144,019 )
                 
Represented by:
               
Gain on disposal of subsidiaries
    115,468       N/A  


 
7

 

(ii)  Summary of income statement

   
From January 1, 2011
to January 27, 2011
(date of disposal)
   
Six months and six months ended
June 30, 2010
 
Revenue
  $ 129,691       -  
Gross margin
    89,649       -  
Income before provision for income taxes
    49,955       -  
Net income
    49,955       -  
 
By disposal of GME, the Company sold its project and artist management operations.


NOTE 4 – 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 six months or less to be cash equivalents. The Company maintains bank accounts in Hong Kong through its wholly-owned subsidiary.

(c)  
Fair Value of Financial Instruments

The carrying amounts of financial instruments such as cash and accounts payable approximate their fair value because of the short maturities of these instruments. The fair value of receivables from associated companies and payables to associated companies are not practical to estimate based upon the related party nature of the underlying transactions.

(d)  
Revenue Recognition

For continuing operations, the Company is principally engaged in operating LCD flat-panel televisions and LCD billboards that advertise throughout Hong Kong and create revenue by selling advertising airtime. On December 15, 2010, the Company assigned the operations to Great China Media Limited (the “Assignee”), and in return the Assignee shall pay 5% of the gross proceeds from the business to the Company.


 
8

 


Revenue is recognized in arrears on a quarterly basis and when collectability is reasonably assured.

For discontinued operations, the Company recognizes revenue from services rendered in specialized project and artist management for customers during the period. Revenue is recognized when persuasive evidence of an arrangement exists, services have been rendered, seller’s price to the buyer is fixed or determinable, and collectability is reasonably assured.

(e)  
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 the balance sheet dates, there were no dilutive securities outstanding.

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

   
June 30,
2011
   
December 31,
2010
   
June 30,
2010
 
                   
Period/year end HK$ : US$ exchange rate
    0.1282       0.1282       0.1282  
Average yearly HK$ : US$ exchange rate
    0.1282       0.1282       0.1282  
                         

(g)  
Recent Accounting Pronouncements

The Company has adopted all recently issued accounting pronouncements. The adoption of these accounting pronouncements including those not yet in effect, is not anticipated to have a material effect on the financial statements of the Company.
 
NOTE 5 – PROPERTY AND EQUIPMENT
 
Property, plant and equipment of the Company consist primarily of computer and display equipment owned and operated by the Company. Property, plant and equipment as of June 30, 2011 and December 31, 2010 are summarized as follows:

   
June 30, 2011
   
December 31, 2010
 
   
(Unaudited)
   
(Audited)
 
At cost:
  $       $    
Computer equipment
    13,147       13,147  
    Leasehold improvement
    47,533       47,533  
Office equipment
    30,133       34,926  
Furniture
    11,632       11,632  
Site display system
    10,640       10,640  
      113,085       117,878  
Less: Accumulated depreciation
    (86,709 )     (80,530 )
Property, plant and equipment, net
    26,376       37,348  
 
Depreciation expenses for the six months ended June 30, 2011 and 2010 were analyzed as follows:

   
Six months ended
June 30, 2011
   
Six months ended
June 30, 2010
 
             
Attributable to continuing operations
  $ 6,557     $ 19,315  
Attributable to discontinued operations
    -       -  
      6,557       19,315  


 
9

 


NOTE 6 – ADVANCE FROM SHAREHOLDERS

The advances from shareholders are unsecured, interest free and have no fixed terms of repayment
 
NOTE7 – PROMISSORY NOTE

On January 21, the Company entered into a Cancellation and Assignment Agreement with London Castle Holdings Limited whereby a certain Subscription Agreement between London Castle Holdings Limited and the Company dated June 2, 2010 was cancelled. This cancellation occurred because the Company’s sale of GME as described in Note 3 above violated the original Subscription Agreement because GME, the intended recipient of the subscription investment, will no longer be affiliated with the Company following the Closing of the Sale Agreement.

According to the terms of the Cancellation and Assignment Agreement, London Castle Holdings Limited has agreed to return the aggregate sum of 13,652,000 shares of common stock of the Registrant to the Registrant, and the Registrant shall assign to London Castle Holdings Limited a certain promissory note in the amount of $256,412 executed by ATBI in favor of the Company.

Mr. Huang Jian Nan is the sole shareholder of London Castle Holdings Limited and is a director of the Registrant. This was a related-party transaction. Zhi Jian Zeng, Chief Executive Officer and Director of Asian Trends Media Holdings, Inc., approved the transaction.  There was no disinterested director who approved this transaction.
 
NOTE 8 – WEIGHTED AVERAGE NUMBER OF SHARES FOR EARNINGS PER SHARE CALCULATION

The calculation of weighted average number of shares for the six months ended June 30, 2011 is illustrated as follows:

   
2011
 
   
Number
of shares
   
Weighted average
number of shares
 
             
At January 1, 2011
    117,711,810       117,711,810  
                 
Disposal of subsidiaries by forfeiture of share on January 21, 2011
    (22,147,810 )     (19,578,175 )
                 
Cancellation of shares on January 21, 2011
    (13,652,000 )     (12,068,066 )
                 
At June 30, 2011
    81,912,000       86,065,569  
 
As of June 30, 2011 and 2010, there were no dilutive securities outstanding.
 
NOTE 9 – GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying condensed consolidated financial statements, the Company has an accumulated deficit of $1,028,365 and a working capital deficit of $338,284.

The Company will need additional working capital to carry out its planned activity, which raises substantial doubt about its ability to continue as a going concern.  Continuation of the Company as a going concern is dependent upon obtaining additional working capital through loans, equity financing or merger with another entity.  Management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding and other financing which will enable the Company to operate for the coming year.

 
10

 


Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations – Six months Ended June 30, 2011 as compared to six months ended June 30, 2010.

The following table summarizes the results of our operations during the three-month period ended June 30, 2011 and 2010, and provides information regarding the dollar and percentage increase or (decrease) from the three-month period ended June 30, 2011 to the three-month period ended June 30, 2010.

 
Six months ended June 30,
             
 
2011
   
2010
   
Increase /(decrease)
   
% Increase /(decrease)
 
Revenue
  $ 154     $ 294     $ (140 )     (48 ) %
Cost of sales
    -       (294 )     294       100 %
Gross profit
    154       -       154       100 %
General & administrative
    20,661       124,625       (104,118 )     (84 ) %
                                 
Net Loss from operations
    (20,507 )     (124,625 )     104,118       84 %
                                 
Net Income from disposal of discontinued operations
    165,423       -       165,423       100 %
Provision for taxation
    -       -       -       - %
Net income/(loss)
    144,916       (124,625 )     239,541       192 %

General and administrative expenses

General and administrative expenses decreased from $124,625 in the six months of 2010 to $20,661 for the same period of 2011, representing a decrease of $104,118 or 83%.
 
Net income

Net loss for the six months ended June 30 of 2011 was $124,625 as compared to net loss for the same period in 2011 of $20,507.

Liquidity and Capital Resources from operations

Cash

Our cash balance at June 30, 2011 was $0, representing a decrease of $62,195, compared with our cash balance of $62,195 as at June 30, 2010. The cash balances remain stable compared with the same period in 2010.

Cash flow

Operating Activities

Net cash provided by operating activities during the six months ended June 30 of 2011 amounted to a loss of  $7,276, representing an increase of cash inflow of $176,582 comparing net cash used in operating activities of $183,858 in the same period of 2010.


 
11

 


Working capital

Our net current liabilities decreased by $281,005 to $385,433 at June 30, 2011 from $666,438 at June 30, 2010.

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying condensed consolidated financial statements, the Company has an accumulated deficit of $1,028,365.

The Company will need additional working capital to carry out its planned activity, which raises substantial doubt about its ability to continue as a going concern.  Continuation of the Company as a going concern is dependent upon obtaining additional working capital through loans, equity financing or merger with another entity.  Management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding and other financing which will enable the Company to operate for the coming year.


 
12

 


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
There have been no material changes in market risk since the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

ITEM 4.  CONTROLS AND PROCEDURES
 
Evaluation of disclosure controls and procedures
 
Our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures are appropriate and effective. They have evaluated these controls and procedures as of the date of this report on Form 10-Q. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Our management believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

The Company’s management confirm that there was no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 

 
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PART II – OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS
 
There is no pending litigation by or against us.
 
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
 
None

ITEM 4.  [REMOVED AND RESERVED]

None.
 
ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS

Exhibits

Exhibit
Number
   
Description
31.1
 
Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
 
Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
 
Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 

 
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SIGNATURES
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
   
ASIAN TRENDS MEDIA HOLDINGS, INC.
     
     
Dated: August 22, 2011
  By:
/s/ YAU WAI HUNG
   
Yau Wai Hung
   
Chief Executive Officer
     
     
     
Dated:  August 22, 2011
  By:
/s/ HUANG JIAN NAN
   
Huang Jian Nan
   
Chief Financial Officer


 
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