UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 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 number: 000-49768

 

Asia Interactive Media Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		43-195-4778
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

Level 30, Bank of China Tower,

1 Garden Road, Central Hong Kong

(Address of principal executive offices) (Zip Code)

 

011-852-9836-2643

(Registrant’s telephone number, including area code)

 

______________________

(Former name, former address and former fiscal year, if changed since last report)

 

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 of 1934 during the preceding 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] 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-5 (§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 [  ]

 

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 [  ] Accelerated filer [  ] Non-accelerated filer [  ] Smaller reporting company [X]

 

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [  ] No [  ]

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

As of November 14, 2013, the registrant’s outstanding common stock consisted of 6,534,492 shares.

 

 

 

Table of Contents

 

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	8
PART II – OTHER INFORMATION
		9
Item 1.	Legal Proceedings	9
Item 2.	Unregistered Sales of Equity Securities	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	9

 

 

PART I – FINANCIAL INFORMATION

 

Safe Harbor Statement

 

This quarterly report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operation; any statements concerning proposed new products, service or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

 

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. This quarterly report discusses our financial condition and results of operations based upon our financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

 

All currency references in this quarterly report are in U.S. dollars unless otherwise noted.

 

 

Item 1. Financial Statements.

 

The unaudited financial statements of Asia Interactive Media Inc. (“we”, “our”, “us”) follow.

 

Asia Interactive Media Inc. (previously Black Gardenia Corp.)

(A Development Stage Company)

(Expressed in U.S. Dollars)

 

September 30, 2013

 

Balance Sheet	F–1
Statements of Operations	F–2
Statements of Cash Flows	F–3
Notes to the Financial Statements	F–4

 

 

Asia Interactive Media Inc. (previously Black Gardenia Corp.)

(A Development Stage Company)

Balance Sheet

(Expressed in U.S. Dollars)

 

		September 30, 2013				December 31, 2012
		(Unaudited) $				(Audited) $
Assets
Current Assets
Cash			2,674				19,463
Accounts receivable			15,000				–
Total Current Assets			17,674				19,463
Loan Receivable (Note 3)			–				–
Total Assets			17,674				19,463
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued liabilities			11,380				21,443
Total Current Liabilities			11,380				21,443
Total Liabilities			11,380				21,443
Contingency (Note 1)
Stockholders’ Equity
Common Stock: Authorized: 100,000,000 shares, $0.00001 par value; 6,534,492 shares issued and outstanding			66				66
Additional Paid-in Capital			598,734				598,734
Donated Capital			37,628				37,628
Deficit Accumulated during the Development Stage			(630,134	)			(638,408	)
Total Stockholders’ Equity			6,294				(1,980	)
Total Liabilities and Stockholders’ Equity			17,674				19,463

 

(The Accompanying Notes are an Integral Part of the Financial Statements)

 

 

Asia Interactive Media Inc. (previously Black Gardenia Corp.)

(A Development Stage Company)

Statements of Operations

(Expressed in U.S. Dollars)

(Unaudited)

 

		Accumulated from
		February 9, 2000				Three months				Three months				Nine months				Nine months
		(Date of Inception) to				ended				ended				ended				ended
		September 30, 2013				September 30, 2013				September 30, 2012				September 30, 2013				September 30, 2012
		$				$				$				$				$
		(Restated)
Revenue		–				–				–				–				–
Operating Expenses
General and administrative			557,774				19,840				8,383				36,573				18,026
Total Operating Expenses			557,774				19,840				8,383				36,573				18,026
Write-off of Loan Receivable			237,843				–				–				–				–
Other Income			165,483				15,000				1,776				44,847				11,776
Net Income (Loss)			(630,134	)			(4,840	)			(6,607	)			8,274				(6,250	)
Net Income (Loss) Per Share - Basic and Diluted							(0.00	)			(0.00	)			0.00				(0.00	)
Weighted Average Shares Outstanding							6,534,492				6,534,492				6,534,492				6,534,492

 

(The Accompanying Notes are an Integral Part of the Financial Statements)

 

 

Asia Interactive Media Inc. (previously Black Gardenia Corp.)

(A Development Stage Company)

Statements of Cash Flows

(Expressed in U.S. Dollars)

(Unaudited)

 

		Accumulated from
		February 9, 2000				Nine months				Nine months
		(Date of Inception) to				ended				ended
		September 30, 2013				September 30, 2013				September 30, 2012
		$				$				$
		(Restated)
Operating Activities
Net income (loss)			(630,134	)			8,274				(6,250	)
Adjustment to reconcile net loss to net cash used in operating activities
Donated expenses			23,000				–				–
Change in operating assets and liabilities
Accounts receivable			(15,000	)			(15,000	)			–
Loan receivable			–				–				–
Accounts payable and accrued liabilities			11,380				(10,063	)			(4,364	)
Advances from officers			14,628				–				–
Net Cash Used in Operating Activities			(596,126	)			(16,789	)			(10,614	)
Financing Activities
Common stock			66				–				–
Additional paid-in capital			598,734				–				–
Net Cash Provided by (Used in) Financing Activities			598,800				–				–
Net Increase (Decrease) in Cash			2,674				(16,789	)			(10,614	)
Cash – Beginning of Period			–				19,463				32,712
Cash – End of Period			2,674				2,674				22,098
Supplemental Disclosures:
Interest paid			19,233				–				–
Income tax paid			–				–				–

 

(The Accompanying Notes are an Integral Part of the Financial Statements)

  

 

Asia Interactive Media Inc. (previously Black Gardenia Corp.)

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in U.S. Dollars)

September 30, 2013

(Unaudited)

  

1.	Nature of Business and Continuance of Operations

 

Asia Interactive Media Inc. (previously Black Gardenia Corp.), herein “the Company”, was incorporated on February 9, 2000 pursuant to the Laws of the State of Nevada, USA. The Company has no business operations and is considered a development stage company, as defined by Accounting Standards Codification (“ASC”) 915.10.05 “Accounting and Reporting by Development Stage Enterprises”. The Company was formed for the purpose of merging with, engaging in a capital stock exchange with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more operating businesses. On March 22, 2007 the Company changed its name to “Asia Interactive Media Inc.”

 

The financial statements have been prepared using generally accepted accounting principles in the United States of America applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. At September 30, 2013, the Company had a working capital surplus of $6,294 and has accumulated losses of $630,134 since its inception. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. It is management’s plan to seek additional capital through equity and/or debt financings. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

 

In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

 

2.	Summary of Significant Accounting Policies

a)

Basis of Presentation

 

The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for year ending December 31, 2012 and the three and nine month period ending September 30, 2013.

b)

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 could differ from those estimates.

c)

Basic and Diluted Net Income (Loss) Per Share

 

The Company computes net income (loss) per share in accordance with ASC 260.10.05 which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

d)

Comprehensive Loss

 

ASC 220.10.05, “Reporting Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of September 30, 2013 and December 31, 2012, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

 

 

Asia Interactive Media Inc. (previously Black Gardenia Corp.)

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in U.S. Dollars)

September 30, 2013

(Unaudited)

 

2.	Summary of Significant Accounting Policies (continued)

e)

Cash and Cash Equivalents

 

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2012 and September 30, 2013.

f)

Long-Lived Assets

 

In accordance with ASC 360.10.05, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the carrying value of long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

g)

Financial Instruments

 

The fair value of financial instruments, which include cash, accounts payable, accrued liabilities and due to related party, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

h)

Income Taxes

 

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740.10.05, “Accounting for Income Taxes”, as of its inception. Pursuant to ASC 740.10.05, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of net operating losses have not been recognized in the financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

i)

Foreign Currency Translation

 

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830.10.05, “Foreign Currency Translation”, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of the financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

j)

Recent Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial statements upon adoption.

 

 

Asia Interactive Media Inc. (previously Black Gardenia Corp.)

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in U.S. Dollars)

September 30, 2013

(Unaudited)

 

3.	Miscellaneous Income

 

Miscellaneous income consists of income generated from consulting activities. For the three and nine months ended September 30, 2013 and 2012, $15,000, $1,776, $44,847, and $11,776 was earned, respectively.

 

4.	Restatement – Loan Receivable

 

On February 16, 2007, the Company entered into a Bridge Loan Agreement (subsequently amended on November 16, 2007) with Live-Interactive Technology Ltd. (“Live-Interactive”), a company based in China, whereby the Company agreed to loan funds, to a maximum of $195,000 (RMB1,500,000), to Live-Interactive on an interest-free basis for three months from the date of the loan advance. Interest at 15% per annum is charged on all outstanding amounts after the three month interest-free period. As at December 31, 2011, a total of $237,843, including accrued interest, was owing from Live-Interactive.

 

On September 27, 2012, the Company’s management determined that the loan receivable was not collectible and wrote off the total amount of the loan receivable. The effect of the accounting correction is summarized accordingly.

 

The following table represents the effects of the restated statements as of December 31, 2011:

 

		Restated				Original
		December 31, 2011				December 31, 2011
Loan Receivable			-				237,843
Retained Deficit			(620,633	)			(382,790	)
(Loss) / Income			(236,956	)			887

 

5.	Common Stock and Additional Paid-In Capital

 

On April 28, 2011, the Company entered into Share Repurchase Agreements with certain stockholders to repurchase a total of 100,000 common shares at a price of $0.50 per share. The repurchased 100,000 common shares were retired from the issued and outstanding common stock of the Company.

 

6.	Subsequent Events

 

Management has reviewed events between September 30, 2013 and November 7, 2013 and no significant events were identified.

 

  

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

 

Overview

 

We are a blank check company organized under the laws of the State of Nevada on February 9, 2000. We currently maintain a mailing address at Level 30, Bank of China Tower, 1 Garden Road, Central Hong Kong, China, and our telephone number is 011-852-9836-2643. We do not have any subsidiaries. Our fiscal year end is December 31. We were formed for the purpose of merging with, engaging in a capital stock exchange with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more operating businesses.

 

As of September 30, 2013, we did not have any specific business combination under consideration and we had not identified any prospective target business, nor had anyone done so on our behalf. We cannot provide any assurance as to whether any proposed business combination will be feasible at all, or will be feasible on terms acceptable to us, and we have no way of forecasting whether any proposed business combination will be successfully completed on a timely basis.

 

We believe that the earliest we will begin generating revenues will not be until after the completion of a business combination. However, even we successfully complete a business combination, we may not be able to achieve our anticipated business goals, gain any operating benefits or generate any profits.

 

We are a “shell company” as defined in Rule 405 under the Securities Act of 1933 and Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), since we have only conducted nominal operations and have nominal assets.

 

Results of Operations for the Three Months ended September 30, 2013 and 2012 and from February 9, 2000 (Date of Inception) to September 30, 2013

 

Revenue and Other Income

 

From our inception on February 9, 2000 to September 30, 2013, we did not generate any revenue. We do not anticipate that we will earn any revenue during the current fiscal year or in the foreseeable future, as we do not have any operations and are presently engaged in seeking a business combination with a target business. We anticipate that we will incur substantial losses over the next year, unless we are able to successfully complete a business combination and develop the business of the target company.

 

During the three months ended September 30, 2013 we generated $15,000 in other income, an increase of $13,224 from the $1,776 in other income we generated during the same period in 2012. From our inception on February 9, 2000 to September 30, 2013, we generated total other income of $165,483, substantially all of which was in the form of interest income.

 

 

Expenses

 

From our inception on February 9, 2000 to September 30, 2013, we incurred $557,774 in operating expenses. During the three months ended September 30, 2013, our total operating expenses increased by $11,457 from the same period in 2012, from $8,383 to $19,840. This decrease was largely due to an increase in our consulting and management fees for the period.

 

Since our inception, our operating expenses have consisted entirely of general and administrative expenses, which include professional fees, consulting and management fees, office and sundry expenses, bank charges and interest and foreign exchange costs. Our professional fees consist of accounting, legal and audit fees. Our office and sundry expenses include communication expenses (internet, fax and telephone), office supplies, courier fees and postage costs.

 

Our general and administrative expenses for the three months ended September 30, 2013 consisted of $2,059 in professional fees, $18,073 in consulting and management fees and $131 in bank charges and interest, as offset by a foreign exchange gain of $423. During the three months ended September 30, 2012, our general and administrative expenses included $2,517 in professional fees, $6,488 in consulting and management fees and $20 in bank charges and interest, as offset by a foreign exchange gain of $642.

 

Net Income (Loss)

 

From our inception on February 9, 2000 to September 30, 2013, we incurred a net loss of $630,134. During the three months ended September 30, 2013 we incurred a net loss of $4,840, compared to incurring a net loss of $6,607 during the same period in 2012. The decrease in our net loss for the period was primarily the result of the increase in our other income as described above, as offset by the increase in our operating expenses. We did not experience any net loss per share during the three months ended September 30, 2013 or 2012.

 

Results of Operations for the Nine Months ended September 30, 2013 and 2012

 

Other Income

 

During the nine months ended September 30, 2013 we generated $44,847 in other income, an increase of $33,071 from the $11,776 in other income we generated during the same period in 2012. All of this income was in the form of consulting income.

 

Expenses

 

During the nine months ended September 30, 2013, our total operating expenses increased by $18,547 from the same period in 2012, from $18,026 to $36,573. This increase was primarily due to an increase in our consulting and management fees for the period.

 

Our general and administrative expenses for the nine months ended September 30, 2013 consisted of $8,731 in professional fees, $25,997 in consulting and management fees, $1,175 in office and sundry expenses, $423 in foreign exchange loss and $247 in bank charges and interest. During the nine months ended September 30, 2012, our general and administrative expenses included $9,033 in professional fees, $9,488 in consulting and management fees and $63 in bank charges and interest, as offset by a foreign exchange gain of $558.

 

 

Net Income (Loss)

 

During the nine months ended September 30, 2013 we generated net income of $8,274, compared to incurring a net loss of $6,250 during the same period in 2012. The increase in our net income for the period was primarily the result of the increase in our other income as described above, as offset by the increase in our operating expenses. We did not generate any net income per share or experience any net loss per share during the nine months ended September 30, 2013 or 2012.

 

Liquidity and Capital Resources

 

As of September 30, 2013 we had $2,674 in cash, $17,674 in total assets, $11,380 in total liabilities and a working capital surplus of $6,294. From our inception on February 9, 2000 to September 30, 2013, we raised an aggregate of $598,800 from private placements of our common stock, which, together with donated capital of $37,628, has funded our accumulated deficit of $630,134.

 

During the nine months ended September 30, 2013 we spent $16,789 in cash on operating activities, compared to cash spending of $10,614 on operating activities during the same period in 2012. The bulk of our spending on operating activities during these periods was attributable to our net income/loss as described above as well as certain changes in our operating assets and liabilities, and notably a $15,000 increase in our accounts receivable during the current period.

 

We did not engage in any financing activities during the nine months ended September 30, 2013 or 2012. Our cash decreased by $16,789 during the nine months ended September 30, 2013, equivalent to our spending on operating activities during the period.

 

In February 2007, we attempted to negotiate a joint venture agreement with Live-Interactive Technology Ltd., a Chinese company (“Live-Interactive”), to co-develop and co-market an employment search website. We did not reach an agreement with Live-Interactive, and we are no longer pursuing negotiations with the company. On February 16, 2007 we entered into a Bridge Loan Agreement (subsequently amended on November 16, 2007) with Live-Interactive whereby we agreed to loan a maximum of $195,000 (RMB1,500,000) to the company on an interest-free basis for three months from the date of the loan advance, with interest accruing at a rate of 15% per annum thereafter. During the three months ended September 30, 2012, we determined that the loan to Live-Interactive was not collectible as of December 31, 2011, and we therefore wrote off the loan receivable and restated our financial statements accordingly.

 

We are currently reviewing other businesses in relation to a potential business combination. If we are successful in consummating a business combination, we will likely incur additional costs for personnel and business expansion. In order for us to attract and retain quality personnel, we anticipate that we will need to offer competitive salaries, issue common stock to consultants and employees and grant stock options to future employees. We estimate that our operating expenses over the next 12 months will be approximately $100,000, all of which will be general and administrative expenses. This estimate may change significantly depending on the nature of our future business activities and whether we continue our operations.

 

We are not currently in good short-term financial standing and we do not anticipate that we will earn any revenue in the near future or generate positive internal operating cash flow until we can complete a business combination. It may take several years for us to acquire an operating business, develop a business plan and generate revenue. There is no assurance we will achieve profitable operations following the completion of any business combination.

 

As of September 30, 2013 we had $2,674 in cash. Should we require additional capital to fund the acquisition of an operating business, we plan to proceed by way of private placements, loans or possibly a direct offering. However, there is no assurance that we will be able to raise enough capital to meet our future cash requirements.

 

 

Going Concern

 

Our financial statements for the three months ended September 30, 2013 have been prepared on a going concern basis and contain an additional explanatory paragraph in Note 1 which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Off-Balance Sheet Arrangements

 

As of November 14, 2013 we had no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon this evaluation, and the material weaknesses in our internal control over financial reporting identified in our annual report on Form 10-K for the period ended December 31, 2012, our management concluded that our disclosure controls and procedures were not effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information was not accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure

 

Changes in Internal Controls

 

During the three months ended September 30, 2013, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act), that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are not aware of any legal proceedings to which we are a party. None of our directors, officers, affiliates, or any owner of record of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material adverse interest to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit Number		Exhibit Description
31.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 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**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase**
101.DEF		XBRL Taxonomy Extension Definition Linkbase**
101.LAB		XBRL Taxonomy Extension Label Linkbase**
101.PRE		XBRL Taxonomy Presentation Linkbase**

 

* Filed herewith.

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this quarterly report on Form 10-Q shall be deemed “furnished” and not “filed”.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: November 14, 2013	Asia Interactive Media Inc.
	By:	/s/ Ken Ng
		Ken Ng
		President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director