Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - YUS INTERNATIONAL GROUP Ltd | Financial_Report.xls |
| EX-31.2 - EXHIBIT 31.2 - YUS INTERNATIONAL GROUP Ltd | ex312.htm |
| EX-31.1 - EXHIBIT 31.1 - YUS INTERNATIONAL GROUP Ltd | ex311.htm |
| EX-32.2 - EXHIBIT 32.2 - YUS INTERNATIONAL GROUP Ltd | ex322.htm |
| EX-32.1 - EXHIBIT 32.1 - YUS INTERNATIONAL GROUP Ltd | ex321.htm |
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2013
£ 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
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ASIAN TRENDS MEDIA HOLDINGS, INC.
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( Exact name of small business issuer as specified in its charter)
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NEVADA
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90-0201309
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(State or other jurisdiction of
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(IRS Employer Identification No.)
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incorporation or organization)
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203 Hankow Center, 5-15 Hankow Road
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Tsimshatsui, Kowloon, Hong Kong
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n/a
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 852-2192-4805
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.. Yes T No £
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 £ No £
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.
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Large accelerated filer £
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Non-accelerated filer £
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Accelerated filer £ (do not check if smaller reporting company)
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Smaller reporting company T
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1
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No T
State the number of shares outstanding of each of the issuer’s classes of common equity, as of March 31, 2012, are as follows:
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Class of Securities
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Shares Outstanding
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Common Stock, $0.001 par value
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81,912,000 shares
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2
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CONDENSED CONSOLIDATED BALANCE SHEETS
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March 31, 2013
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December 31, 2012
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(Unaudited)
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(Audited)
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Assets
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Current assets
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Accounts receivable
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$ | - | $ | 249 | ||||
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Total current assets
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- | 249 | ||||||
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Total assets
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$ | - | $ | 249 | ||||
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Liabilities and equity
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Liabilities
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Current liabilities
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Accounts payable
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$ | 17,387 | $ | 17,387 | ||||
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Accrued expenses and other payables
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25,054 | 21,554 | ||||||
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Advances from shareholder
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129,064 | 129,064 | ||||||
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Note payable
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256,412 | 256,412 | ||||||
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Total current liabilities
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427,917 | 424,417 | ||||||
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Total liabilities
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$ | 427,917 | $ | 424,417 | ||||
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Shareholders’ equity
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Common stock, Par value $0.001, 225,000,000 shares authorized; $0.01 par value; 81,912,000 shares issued and outstanding as of March 31, 2012 and December 31 2011, respectively
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81,912 | 81,912 | ||||||
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Additional paid in capital
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634,545 | 634,545 | ||||||
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Accumulated deficit
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(1,144,374 | ) | (1,140,625 | ) | ||||
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Total shareholders’ equity
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(427,917 | ) | (424,168 | ) | ||||
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Total liabilities and shareholders’ equity
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$ | - | $ | 249 | ||||
See accompanying notes to the condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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AND COMPREHENSIVE INCOME (UNAUDITED)
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Three months ended March 31,
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2013
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2012
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REVENUES
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$ | - | $ | 38 | ||||
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COST OF SALES
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- | - | ||||||
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GROSS PROFIT
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- | 38 | ||||||
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EXPENSES
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General and administrative
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3,749 | 1,097 | ||||||
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Impairment of property, plant and equipment
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- | 19,821 | ||||||
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TOTAL OPERATING EXPENSES
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3,749 | 20,918 | ||||||
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LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES
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(3,749 | ) | (20,880 | ) | ||||
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PROVISION FOR INCOME TAXES
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- | - | ||||||
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NET LOSS FOR THE PERIOD
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$ | (3,749 | ) | $ | (20,880 | ) | ||
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OTHER COMPREHENSIVE INCOME
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- | - | ||||||
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TOTAL COMPREHENSIVE LOSS FOR THE PERIOD
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$ | (3,749 | ) | $ | (20,880 | ) | ||
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INCOME PER SHARE, BASIC AND DILUTED
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$ | (0.00 | ) | (0.00 | ) | |||
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED
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81,912,000 | 81,912,000 | ||||||
See accompanying notes to the condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
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Three months ended
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March 31, 2013
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March 31, 2012
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Cash flows from operating activities
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Cash flows from continuing operating activities
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Net loss
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(3,749 | ) | (20,880 | ) | ||||
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Adjustments to reconcile net income to net cash flows used in operating activities for:
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Impairment of property, plant and equipment
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- | 19,821 | ||||||
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Changes in operating assets and liabilities:
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(Decrease)/Increase in accounts receivables
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249 | (38 | ) | |||||
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Increase in accounts payable
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- | - | ||||||
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Decrease in other receivables and deposits
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- | - | ||||||
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Increase in accrued expenses and other payables
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3,500 | - | ||||||
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Net cash used in continuing operating activities
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- | (1,097 | ) | |||||
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Net cash provided by discontinued operating activities
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- | - | ||||||
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Net cash used in operating activities
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- | (1,097 | ) | |||||
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Cash flows from financing activities
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Cash flows from continuing financing activities
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Advances from a shareholder
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- | 1,097 | ||||||
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Net cash provided by continuing financing activities
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- | 1,097 | ||||||
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Net cash used in discontinued financing activities
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- | - | ||||||
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Net cash provided by financing activities
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- | 1,097 | ||||||
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Net decrease in cash and cash equivalents
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Continuing operations
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- | - | ||||||
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Discontinued operations
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- | - | ||||||
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Cash and cash equivalents at beginning of year
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Continuing operations
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- | - | ||||||
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Discontinued operations
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- | - | ||||||
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Cash and cash equivalents at end of year
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Continuing operations
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- | - | ||||||
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Discontinued operations
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- | - | ||||||
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See accompanying notes to the condensed consolidated financial statements.
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 acquired 100% ownership of Global Mania Empire Management Limited (“GME”) from its shareholders with a consideration of 22,147,810 shares. GME is a Hong Kong company that specializes in project and artist management. On January 21, 2011, the Company sold GME back to the original shareholders by receiving 22,147,810 shares of the Company’s common stock.
The Company assigned the LCD flat-panel televisions and LCD billboards advertisement 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. Revenue is recognized in arrears on a quarterly basis and when collectability is reasonably assured.
NOTE 2 – BASIS OF PRESENTATION
The unaudited interim financial statements of the Company and the Company’s subsidiaries for the three months ended March 31, 2013 and 2012 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 March 31, 2013, results of operations for the three months ended March 31, 2013 and cash flows for the three months ended March 31, 2013 have been made. The results of operations for the three months ended March 31, 2013 are not necessarily indicative of the operating results for the full year.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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(a)
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Economic and Political Risk
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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) 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.
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(d) Revenue Recognition
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For continuing operations, the Company assigned the LCD flat-panel televisions and LCD billboards advertisement 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. 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.
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(e) Earnings Per Share
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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$”) at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of the balance sheet date. Income and expenditures are translated at the average exchange rate during the period. The translation rates are as follows:
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March 31,
2013
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December 31,
2012
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March 31,
2012
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Period/year end HK$ : US$ exchange rate
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0.1282 | 0.1282 | 0.1282 | |||||||||
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Average yearly HK$ : US$ exchange rate
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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 4 - PROMISSORY NOTE
On January 21, 2011, 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 4 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 Company. This was a related-party transaction.
NOTE 5 – ADVANCE FROM SHAREHOLDERS
The advances from shareholders are unsecured, interest free and have no fixed terms of repayment
NOTE 6 – 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 $1,144,374 and a working capital deficit of $427,917.
The Company will need additional working capital to carry out its planned activity, which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital through loans, equity financing or merger with another entity. Management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding and other financing which will enable the Company to operate for the coming year.
Results of Operation – Three Months Ended March 31, 2013
The following table summarizes the result of our operation during the three months ended March 31, 2013
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Three months ended March 31,
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2013
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2012
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Increase (decrease)
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%Change
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Revenue
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$ | - | $ | 38 | (38 | ) | (100.00 | %) | |||||||||
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Gross profit
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- | 38 | (38 | ) | (100.00 | %) | |||||||||||
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General & administrative
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3,749 | 20,918 | (17,169 | ) | (82.08 | %) | |||||||||||
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Loss from operations
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(3,749 | ) | (20,880 | ) | (17,131 | ) | (82.05 | %) | |||||||||
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Income tax expenses
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- | - | - | N/A | |||||||||||||
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Net loss for the period
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$ | (3,749 | ) | $ | (20,880 | ) | (17,131 | ) | (82.05 | %) | |||||||
General and administrative expenses
General and administrative expenses decreased from $20,918 in the three months of 2012 to $3,749 for the same period of 2013, representing a decrease of $17,169 or 82.08%. The decrease was mainly due to impairment of properties, plant and equipment $19,821 in 2012 offset by the bad debt expenses $249 and the increase of other operating expenses of $2,403.
Net loss
Net loss was $3,749 for the three months ended March 31, 2013 as compared to net income of $20,880 for the same period 2012. The decrease of net loss was mainly attributable to a net decrease of $17,131 general & administrative expenses for the three months ended March 31, 2013.
Liquidity and Capital Resources from operations
Cash
Our cash balance at March 31, 2013 and 2012 was $0. The cash balances remain stable compared with the same period in 2012.
Cash flow
Operating Activities
Net cash used in operating activities during the three months ended March 31, 2013 amounted to $0, comparing to net cash used in operating activities of $1,097 in the same period of 2012.
Financing Activities
Net cash provided by financing activities was $0 for the three months ended March 31, 2013 over $1,097 of the net cash provided by financing activities for the same period of 2012.
Working capital
Our net current liabilities increased by $3,749 to $427,917 at March 31, 2012 from $424,168 at December 31, 2012, the increase in net current liabilities was mainly due to increase of $3,500 in accrued expenses and decrease of $249 in account receivable during the three months ended March 31, 2013.
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 $1,144,374 and a working capital deficit of $427,917.
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.
Inflation
Inflation does not materially affect our business or the results of our operations.
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, 2012.
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.
There is no pending litigation by or against us.
There have been no unregistered sales of equity securities since last reported on the Company’s Form 10-K filed with the SEC on April 15, 2013.
None
None.
None
Exhibits
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Exhibit
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Number
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Description
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31.1
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Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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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.
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32.2
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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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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.
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ASIAN TRENDS MEDIA HOLDINGS, INC.
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Dated: May 15, 2013
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/s/ Zhi Jian Zeng
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Zhi Jian Zeng
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Chief Executive Officer
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Dated: May 15, 2013
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/s/ Huang Jian Nan
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Huang Jian Nan
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Chief Financial Officer
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13