YUS INTERNATIONAL GROUP Ltd - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - YUS INTERNATIONAL GROUP Ltd	Financial_Report.xls
EX-32.2 - CERTIFICATION - YUS INTERNATIONAL GROUP Ltd	yusg_ex322.htm
EX-31.2 - CERTIFICATION - YUS INTERNATIONAL GROUP Ltd	yusg_ex312.htm
EX-31.1 - CERTIFICATION - YUS INTERNATIONAL GROUP Ltd	yusg_ex311.htm
EX-32.1 - CERTIFICATION - YUS INTERNATIONAL GROUP Ltd	yusg_ex321.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: June 30, 2013

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

YUS INTERNATIONAL GROUP LIMITED

( Exact name of small business issuer as specified in its charter)

NEVADA		90-0201309
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

Room A, Block B, 21/F
Billion Centre, 1 Wang Kwong Road
Kowloon Bay, Kowloon, Hong Kong		n/a
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 852- 36986699

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 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 x No o The company does not have a website.

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	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of June 30, 2013, are as follows:

Class of Securities		Shares Outstanding
Common Stock, $0.1 par value		6,819,120 shares

Transitional Small Business Disclosure Format (check one): Yes o No x

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Financial Statements	3

	Unaudited Condensed Consolidated Balance Sheets, June 30, 2013 and December 31, 2012	3

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2013 and 2012	4

	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012	5

	Notes to the Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation or Plan of Operation	10

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

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

YUS INTERNATIONAL GROUP LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2013		December 31, 2012
	(Unaudited)		(Audited)
Assets
Current assets
Accounts receivable	$	-	$	249
Total current assets		-		249
Total assets	$	-	$	249

Liabilities and equity
Liabilities
Current liabilities
Accounts payable	$	-		$	17,387
Accrued expenses and other payables		2,550			21,554
Advances from shareholders		-			129,064
Note payable		-			256,412
Total current liabilities		2,550			424,417

Total liabilities	$	2,550		$	424,417

Shareholders’ equity
Common stock, Par value $0.1, 225,000,000 shares authorized; $0.1 par value; 6,819,120 shares issued and outstanding as of June 30, 2013 and (81,912,000 shares) December 31 2012, respectively		681,912			81,912
Additional paid in capital		420,021			634,545
Accumulated deficit		(1,104,483	)		(1,140,625	)
Total shareholders’ deficit		(2,550	)		(424,168	)

Total liabilities and shareholders’ equity	$	-		$	249

See accompanying notes to the condensed consolidated financial statements.

YUS INTERNATIONAL GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (UNAUDITED)

	Three months ended June 30,					Six months ended June 30,
	2013		2012			2013		2012

REVENUES	$	-	$	13		$	-	$	51

COST OF SALES		-		-			-		-

GROSS PROFIT		-		13			-		51

OTHER REVENUE – Wavier of payables		42,441		-			42,441		-

EXPENSES
General and administrative (inclusive of depreciation)		2,550		1,300			6,299		2,397
Impairment of property, plant and equipment		-		-			-		19,821
TOTAL OPERATING EXPENSES		2,550		1,300			6,299		22,218

PROFIT/(LOSS) BEFORE TAXES		39,891		(1,287	)		36,142		(22,167	)

PROVISION FOR INCOME TAXES		-		-			-		-

NET PROFIT/(LOSS) FOR THE PERIOD	$	39,891		(1,287	)		36,142		(22,167	)

OTHER COMPREHENSIVE INCOME		-		-			-		-

TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD	$	39,891		(1,287	)		36,142		(22,167	)

EARNING / (LOSS) PER SHARE, BASIC AND DILUTED	$	0.005		(0.00	)	$	0.005		(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED		6,819,120		81,912,000			6,819,120		81,912,000

See accompanying notes to the condensed consolidated financial statements.

YUS INTERNATIONAL GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

	Six months ended
	June 30, 2013			June 30, 2012

Cash flows from operating activities
Net profit / (loss)		36,142			(22,167	)
Adjustments to reconcile net income to net cash flows used in operating activities for:
Gain on waiver of payables		(42,441	)		-
Impairment of property, plant and equipment		-			19,821
Changes in operating assets and liabilities:
Decrease/(Increase) in accounts receivables		249			(51	)
Decrease in prepaid expenses and other receivables		-			1,300
Increase in accrued expenses and other payables		6,050			-
Net cash used in operating activities		-			(1,097	)

Cash flows from financing activities
Advances from a shareholder		-			1,097
Net cash provided by financing activities		-			1,097

Net decrease in cash and cash equivalents		-			-

Cash and cash equivalents at beginning of period		-			-

Cash and cash equivalents at end of period	$	-			-

Other non-cash transactions
Capitalization of advances from shareholders		129,064			-
Capitalization of note payable		256,412			-
		385,476			-

See accompanying notes to the condensed consolidated financial statements.

YUS INTERNATIONAL GROUP LIMITED

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.

On March 20, 2013, the Board approved the change of the Company’s name to Yus International Group Limited and a one hundred-for-one (100:1) reverse stock split applying to all shares of common stock in the Company.

On April 29, 2013, the majority shareholder of the Company entered into a series of stock purchase agreements wherein the majority shareholder of the Company agreed to sell a total of 6,624,789 shares of common stock in the Company to 4 third party entities. On April 30, 2013, after the receipt of consideration and completion of all conditions precedent, the stock purchase agreements were completed and closed.

On May 16, 2013, Zhi Jian Zeng resigned as the Chief Executive Officer and director of the Company and Huang Jian Nan resigned as the Chief Financial Officer and director of the Company.

On May 16, 2013, Mr. Ho Kam Hang was appointed as the Chief Executive Officer of the Company and Dr. Chong Cheuk Man Yuki was appointed as the Chief Financial Officer of the Company. On that same date, the company appointed Mr. Yu Cheung Fai Alex, Ms. Chan Fuk Yu, Mr. Yu Man Lok and Mr. Yu Ka Wai as Directors of the Company.

The new Board of Directors has no intention to change the principal activities of the Company.

NOTE 2 – BASIS OF PRESENTATION

The unaudited interim financial statements of the Company and the Company’s subsidiaries for the three months ended June 30, 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 June 30, 2013, results of operations for the three months and six months ended June 30, 2013 and cash flows for the six months ended June 30, 2013 have been made. The results of operations for the three and six months ended June 30, 2013 are not necessarily indicative of the operating results for the full year.

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.

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

Revenue from rendering of service is recognised when the agency service is rendered.

(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, 2013		December 31, 2012		June 30, 2012

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 4 – PROMISSORY NOTE

The promissory note of $256,412 payable to London Castle Holdings Limited, a company wholly owned by a former director, was capitalized as equity during the six months ended June 30, 2013.

NOTE 5 – ADVANCE FROM SHAREHOLDERS

The advances from shareholders of $129,064 were capitalized as equity during the six months ended June 30, 2013.

NOTE 6 – GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of June 30, 2013, the Company has deficits in both shareholders’ equity and working capital of $2,550, respectively.

As of June 30, 2013 the Company may need additional cash resources to operate during the upcoming 12 months, and the continuation of the Company may dependent upon the continuing financial support of investors, directors and/or stockholders of the Company. The Company intends to attempt to acquire additional operating capital through private equity offerings to the public and existing investors to fund its business plan. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operation – Three Months Ended June 30, 2013

The following table summarizes the result of our operation during the three months ended June 30, 2013

	Three months ended June 30,						Increase
	2013			2012			(decrease)			% Change
Revenue	$	-			13			(13	)		100	%
Gross profit		-			13			(13	)		100	%
Other Revenue		42,441			-			42,441			100	%
General & administrative		(2,550	)		(1,300	)		1,250			96	%
Profit/(Loss)from operations		39,891			(1,287	)		41,178			N/A
Income tax expenses		-			-			-			-
Profit/(loss) for the period	$	39,891			(1,287	)		41,178			N/A

Other Revenue

Other revenue for the quarter ended June 30, 2013 represented wavier of accounts payable, accruals and other payable resulted from a change of controlling interests in the issued share capital of the Company.

General and administrative expenses

General and administrative expenses increased from $1,300 in the three months ended June 30, 2012 to $2,550 for the same period of 2013, representing an increase of $1,250 or 96%. The increase was mainly attributable to increase in professional fees.

Net profit/(loss)

Net profit was $39,891 for the three months ended June 30, 2013 as compared to net loss of 1,287 for the same period 2012. The increase of net profit was mainly attributable to the one-off wavier income as mentioned in “Other Revenue” paragraph.

Results of Operation – Six Months Ended June 30, 2013

The following table summarizes the result of our operation during the three months ended June 30, 2013

	Six months ended June 30,						Increase
	2013			2012			(decrease)			% Change
Revenue	$	-			51			(51	)		(100	%)
Gross profit		-			51			(51	)		(100	%)
Other Revenue		42,441			-			42,441			100	%
General & administrative		(6,299	)		(2,397	)		3,902			163	%
Profit/(Loss)from operations		36,142			(22,167	)		58,309			N/A
Income tax expenses		-			-			-			-
Profit/(loss) for the period	$	36,142			(22,167	)		58,309			N/A

Other Revenue

Other revenue for the six months ended June 30, 2013 represented wavier of accounts payable, accruals and other payable resulted from a change of controlling interests in the issued share capital of the Company.

General and administrative expenses

Net profit/(loss)

Net profit was $36,142 for the six months ended June 30, 2013 as compared to net loss of $22,167 for the same period 2012. The increase of net profit was mainly attributable to the one-off wavier income as mentioned in “Other Revenue” paragraph.

Liquidity and Capital Resources from operations

Cash

Our cash balance at June 30, 2013 was $0. The cash balances remain stable compared with the same period in 2012.

Cash flow

Net cash used in operating activities during the six months ended June 30, 2013 amounted to $0, comparing to net cash used in operating activities of $1,097 in the same period of 2012.

Working capital

Our net current liabilities decreased by $421,867 to $2,550 at June 30, 2013 from $424,168 at December 31, 2012, the decrease in net current liabilities was mainly due to the debt conversions and wavier of accounts payable, accruals and other payable resulted from the change of controlling interest of the Company.

Going Concern

Inflation

Inflation does not materially affect our business or the results of our operations.

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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

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, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

There have been no unregistered sales of equity securities since last reported on the Company’s Form 10-Q filed with the SEC.

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

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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.

	YUS INTERNATIONAL GROUP LIMITED

Dated: August 19, 2013	By:	/s/ Ho Kam Hang
		Ho Kam Hang
		Chief Executive Officer


Dated: August 19, 2013	By:	/s/ Chong Cheuk Man Yuki
		Chong Cheuk Man Yuki
		Chief Financial Officer

Attached files

YUS INTERNATIONAL GROUP Ltd Reports

Also read