GME INNOTAINMENT, INC. - Quarter Report: 2014 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.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 June 30, 2014
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-139008
GREAT CHINA MANIA HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida
|
59-2318378
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Room 1902, 19/F., Kodak House II,
|
||
321 Java Road, Hong Kong
|
n/a
|
|
(Address of principal executive offices)
|
(Zip Code)
|
(852) 3543-1208
(Registrant’s telephone number, including area code)
Indicate by check mark whether the issuer (1) 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 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 T No £ 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.
Large accelerated filer £
|
Accelerated filer£
|
Non-accelerated filer £ (Do not check if a smaller reporting company)
|
Smaller reporting company T
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No T
The number of shares of Common Stock, $0.01 par value, outstanding on August 6, 2014 was 25,824,317.
1
GREAT CHINA MANIA HOLDINGS, INC. (FORMERLY KNOWN AS GREAT EAST BOTTLES & DRINKS (CHINA) HOLDINGS, INC.) AND SUBSIDIARIES
PART I – FINANCIAL INFORMATION
|
Page | |
3 | ||
3 | ||
4 | ||
5 | ||
6 | ||
7 | ||
13 | ||
18 | ||
PART II – OTHER INFORMATION
|
||
19 | ||
19 | ||
19 | ||
19 | ||
19 | ||
19 | ||
20 |
GREAT CHINA MANIA HOLDINGS, INC. AND SUBSIDIARIES
June 30, 2014
(Unaudited)
|
December 31,
2013
(Audited)
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$ | 581,350 | $ | 640,383 | ||||
Accounts receivable
|
125,841 | 288,195 | ||||||
Short term loan receivable
|
- | 113,883 | ||||||
Prepaid expenses and other receivables
|
254,939 | 185,235 | ||||||
Assets held for disposal
|
- | 495,000 | ||||||
Total current assets
|
962,130 | 1,722,696 | ||||||
Property, plant and equipment
|
- | - | ||||||
Intangible asset
|
180,000 | - | ||||||
Other assets
|
115,380 | 115,380 | ||||||
TOTAL ASSETS
|
$ | 1,257,510 | $ | 1,838,076 | ||||
LIABILITIES AND EQUITY
|
||||||||
LIABILITIES
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable
|
377,032 | 759,126 | ||||||
Accrued expenses and other payables
|
21,087 | 183,874 | ||||||
Unearned revenue
|
468,348 | 123,648 | ||||||
Short-term borrowings
|
63,347 | 64,079 | ||||||
Convertible note payable
|
88,333 | 99,351 | ||||||
Total current liabilities
|
1,018,147 | 1,230,078 | ||||||
LONG-TERM LIABILITIES
|
||||||||
Long-term Convertible note
|
31,301 | 31,301 | ||||||
31,301 | 31,301 | |||||||
TOTAL LIABILITIES
|
$ | 1,049,448 | $ | 1,261,379 | ||||
SHAREHOLDERS’ EQUITY
|
||||||||
Common stock, par value $0.01; 375,000,000 shares authorized; 25,193,357 and 5,619,926 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively
|
251,932 | 56,199 | ||||||
Additional paid in capital
|
9,414,359 | 9,909,359 | ||||||
Accumulated deficits
|
(9,459,721 | ) | (9,390,353 | ) | ||||
Accumulated other comprehensive income
|
1,492 | 1,492 | ||||||
TOTAL SHAREHOLDERS’ EQUITY
|
208,062 | 576,697 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$ | 1,257,510 | $ | 1,838,076 |
See accompanying notes to condensed consolidated financial statements.
AND COMPREHENSIVE INCOME (UNAUDITED)
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
CONTINUING OPERATIONS
|
||||||||||||||||
REVENUES
|
$ | 531,820 | $ | 613,389 | $ | 819,630 | $ | 984,780 | ||||||||
COST OF SALES
|
336,655 | 418,204 | 498,137 | 586,473 | ||||||||||||
GROSS PROFIT
|
195,165 | 195,185 | 321,493 | 398,307 | ||||||||||||
EXPENSES
|
||||||||||||||||
Sales & marketing expenses
|
11,240 | 8,409 | 22,251 | 21,829 | ||||||||||||
General and administrative
|
178,787 | 452,023 | 383,339 | 737,852 | ||||||||||||
TOTAL OPERATING EXPENSES
|
190,027 | 460,432 | 405,590 | 759,681 | ||||||||||||
INCOME/(LOSS) FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES
|
5,138 | (265,247 | ) | (84,097 | ) | (361,374 | ) | |||||||||
OTHER INCOME/(EXPENSE)
|
||||||||||||||||
Other income
|
26,379 | 2,979 | 26,966 | 5,193 | ||||||||||||
Interest expense
|
- | (33,476 | ) | - | (65,722 | ) | ||||||||||
Other expenses
|
(900 | ) | (7,828 | ) | (12,237 | ) | (13,980 | ) | ||||||||
TOTAL OTHER EXPENSE
|
25,479 | (38,325 | ) | 14,729 | (74,509 | ) | ||||||||||
NET LOSS BEFORE PROVISION FOR INCOME TAXES
|
30,617 | (303,572 | ) | (69,368 | ) | (435,883 | ) | |||||||||
PROVISION FOR INCOME TAXES
|
- | - | - | - | ||||||||||||
NET INCOME / (LOSS) FROM CONTINUING OPERATIONS
|
$ | 30,617 | $ | (303,572 | ) | $ | (69,368 | ) | $ | (435,883 | ) | |||||
DISCONTINUED OPERATIONS
|
||||||||||||||||
Net loss
|
- | (328,017 | ) | - | (501,965 | ) | ||||||||||
Gain on disposal of discontinued operations
|
- | 697,649 | - | 697,649 | ||||||||||||
NET INCOME / (LOSS) FROM DISCONTINUED OPERATIONS
|
$ | - | $ | 369,632 | $ | - | $ | 195,684 | ||||||||
NET INCOME / (LOSS) FOR THE PERIOD
|
$ | 30,617 | $ | 66,060 | $ | (69,368 | ) | $ | (240,199 | ) | ||||||
OTHER COMPREHENSIVE INCOME
|
- | - | - | - | ||||||||||||
TOTAL COMPREHENSIVE INCOME / (LOSS) FOR THE PERIOD
|
||||||||||||||||
Arising from continuing operations
|
30,617 | (303,572 | ) | (69,368 | ) | (435,883 | ) | |||||||||
Arising from discontinued operations
|
- | 369,632 | - | 195,684 | ||||||||||||
$ | 30,617 | $ | 66,060 | $ | (69,368 | ) | $ | (240,199 | ) | |||||||
BASIC INCOME / LOSS PER SHARE – CONTINUING OPERATIONS
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | (0.00 | ) | |||||
BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
|
25,660,390 | 3,483,800 | 23,892,480 | 3,483,800 | ||||||||||||
DILUTED INCOME / LOSS PER SHARE – CONTINUING OPERATIONS
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
|
26,111,068 | 3,483,800 | 23,892,480 | 3,483,800 |
See accompanying notes to condensed consolidated financial statements.
For the six months ended June 30,
|
||||||||
2014
|
2013
|
|||||||
Cash flows from operating activities
|
||||||||
Net loss from continuing operations
|
$ | (69,368 | ) | $ | (435,883 | ) | ||
Amortization of discount on Convertible Note
|
- | 36,707 | ||||||
Amortization of intangible asset
|
20,000 | - | ||||||
Net gain on asset hold for disposal
|
(5,000 | ) | - | |||||
Gain on conversion of debt notes into shares
|
(11,018 | ) | - | |||||
Accrued interest expense
|
- | 29,015 | ||||||
Share based payments
|
- | 154,800 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Decrease / (Increase) in accounts receivable
|
162,354 | (59,287 | ) | |||||
Increase in prepaid expenses and other receivables
|
(69,704 | ) | (39,014 | ) | ||||
(Decrease) / Increase in accounts payable
|
(382,094 | ) | 167,865 | |||||
Increase in unearned revenue
|
344,700 | 9,969 | ||||||
Increase / (Decrease) in accrued expenses and other payables
|
(163,518 | ) | 183,533 | |||||
Net cash provided by continuing operating activities
|
(173,648 | ) | 47,705 | |||||
Net cash used in discontinued operating activities
|
- | (370,745 | ) | |||||
Net cash (used in) / provided by operating activities
|
(173,648 | ) | (323,040 | ) | ||||
Cash flows from investing activities
|
||||||||
Net cash used in continuing investing activities
|
- | - | ||||||
Net cash used in discontinued investing activities
|
- | (1,282 | ) | |||||
Net cash used in investing activities
|
- | (1,282 | ) | |||||
Cash flows from financing activities
|
||||||||
Decrease in subscription receivable
|
- | 390,462 | ||||||
Proceed from short-term loan receivable
|
113,883 | - | ||||||
Issuance of convertible note
|
- | 100,000 | ||||||
Issuance of shares capital
|
732 | - | ||||||
Repayment of convertible note
|
- | (125,859 | ) | |||||
Net cash provided by / (used in) continuing financing activities
|
114,615 | 364,603 | ||||||
Net cash provided by / (used in) discontinued financing activities
|
- | 327,915 | ||||||
Net cash provided by / (used in) financing activities
|
114,615 | 692,518 | ||||||
Net increase / (decrease) in cash and cash equivalents
|
||||||||
Continuing operations
|
(59,033 | ) | 412,308 | |||||
Discontinued operations
|
- | (44,112 | ) | |||||
(59,033 | ) | 368,196 | ||||||
Cash and cash equivalents at beginning of period
|
||||||||
Continuing operations
|
640,383 | 174,661 | ||||||
Discontinued operations
|
- | 44,112 | ||||||
640,383 | 218,773 | |||||||
Cash and cash equivalents at end of period
|
||||||||
Continuing operations
|
581,350 | 586,969 | ||||||
Discontinued operations
|
- | - | ||||||
$ | 581,350 | $ | 586,969 | |||||
Supplemental disclosure of cash flows information:
|
||||||||
Non cash financing activities:
|
||||||||
Conversion of debt to shares
|
$ | $ | 128,965 | |||||
Shares cancelled for disposal of asset
|
(500,000 | ) | (54,000 | ) | ||||
Issuance of shares for acquisition of asset
|
200,000 | - |
See accompanying notes to condensed consolidated financial statements.
GREAT CHINA MANIA HOLDINGS, INC. AND SUBSIDIARIES
JUNE 30, 2014
NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES
Great China Mania Holdings, Inc. (“GMEC” or the “Company”) was incorporated in Florida on July 8, 1983 and adopted the current name on March 16, 2011. In February 2011, the Company formed a subsidiary GME Holdings Limited (“GMEH”) that specialized in artist and project management services operation. In June 2011, the Company formed another subsidiary GMEC Ventures Limited (“GMEV”), a Hong Kong company, and maintained for holding future investment if any. In January 2014, the Company formed another subsidiary GME Distribution Workshop Limited (“GMED”), a Hong Kong company, and specialized in distribution of movies. The company held those subsidiaries though a wholly-owned BVI companies known as Super China Global Limited (SCGL).
On May 21, 2014, the Company entered into a letter of intent with Concept X Limited (“Concept X”) for the proposed acquisition of its 100% equity interest. The closing of this proposed acquisition is subject to the Company’s due diligence review, audit review and the signing of definitive agreement.
NOTE 2 – PRINCIPLES OF CONSOLIDATION
The unaudited interim financial statements of the Company and the Company’s subsidiaries (see Note 1) for the three and six months ended June 30, 2014 and 2013 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) for three and six months ended June 30, 2014 and 2013, while the reporting currency is the US Dollar.
In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the Company’s financial position as of June 30, 2014, the results of its operations and cash flows for the three and six months ended for June 30, 2014 and 2013.
The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results for a full year period.
The accompanying unaudited consolidated financial statements and the following notes should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company’s Form 10-K for the year ended December 31, 2013.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)
|
Economic and political risk
|
The Company’s continuing operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong 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’s continued operations maintain bank accounts in Hong Kong. The Company’s discontinued operations maintain bank accounts in Hong Kong.
(c) Income tax
Income taxes are based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. The Company periodically assesses the need to establish valuation allowances against its deferred tax assets to the extent the Company no longer believes it is more likely than not that the tax assets will be fully utilized.
The Company evaluates a tax position to determine whether it is more likely than not that the tax position will be sustained upon examination, based upon the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is subject to a measurement assessment to determine the amount of benefit to recognize and the appropriate reserve to establish, if any. If a tax position does not meet the more-likely-than-not recognition threshold, no benefit is recognized.
In accordance with the relevant tax laws and regulations of Hong Kong, the applicable corporation income tax rate was 16.5% on assessable profits, if any, for the three and six months ended June 30, 2014 and 2013, respectively.
(d) Fair value of financial instruments
The Company’s financial instruments primarily consist of cash and cash equivalents, amount due from a related company, prepaid expenses and other receivables, accounts payable, accrued expenses and other payables, receipt in advance, taxes payable and amount due to a related party.
The estimated fair value amounts have been determined by the Company, using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.
As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented, due to the short maturities of these instruments and the fact that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profiles at respective year ends.
(e) Revenue recognition
Revenue represents the invoiced value of goods sold or services rendered during the year, net of sales discounts and returns. Generally revenue is recognized when all of the following criteria are met:
-
|
Persuasive evidence of an arrangement exists,
|
-
|
Delivery has occurred or services have been rendered,
|
-
|
The seller’s price to the buyer is fixed or determinable, and
|
-
|
Collectability is reasonably assured
|
Revenue recognition policies for each of the major products and services of continuing operations are illustrated as follows:
(i)
|
Revenue from provision of artist management, event management, and promotion for its clients is recognized when services are rendered.
|
(ii)
|
Revenue from artist-related merchandising is recognized when receipt is confirmed by clients according to the relating predetermined agreements.
|
(iii)
|
Revenue from intellectual property rights on CD, DVD and video products is recognized upon delivery of products to customers.
|
|
(f)
|
Earnings per share
|
Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common
shares were dilutive. As of June 30, 2014 and 2013, there were 450,678 shares and 0 shares of dilutive securities outstanding separately.
(g) Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
(h) Comprehensive income
Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income includes net income and the foreign currency translation gain, net of tax.
(i) Foreign currency translation
The accompanying consolidated financial statements are presented in United States Dollars (US$). The functional currency of the Company is Hong Kong Dollar (HKD). Capital accounts of the consolidated financial statements are translated into United States dollars from HKD at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the period. The translation rates are as follows:
June 30, 2014
|
December 31, 2013
|
June 30, 2013
|
||||||||||
Period end HKD : US$ exchange rate
|
0.1282 | 0.1282 | 0.1282 | |||||||||
Average for the period HKD : US$ exchange rate
|
0.1282 | 0.1282 | 0.1282 |
(j) Recent accounting pronouncements
The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to June 30, 2014 through the date these financial statements were issued.
NOTE 4 – SHORT-TERM LOAN RECEIVABLE
On May 2, 2014, the short term loan to a third party was fully repaid in cash. This short term loan was bearing interest at 6% per annum with no fixed payment terms. Interest income in conjunction with this short term loan for the six months ended June 30, 2014 and 2013 was $561 and $4,246, respectively.
NOTE 5 – DEPOSITS, PREPAID EXPENSES AND OTHER RECEIVABLES
As of June 30, 2014, the Company’s deposits, prepaid expenses and other receivables are summarized as follows:
June 30, 2014
|
December 31, 2013
|
|||||||
Prepaid expenses
|
181,668 | 108,779 | ||||||
Other receivables
|
70,665 | 70,665 | ||||||
Deposits paid
|
2,606 | 5,791 | ||||||
Total deposits, prepaid expenses and other receivables
|
$ | 254,939 | $ | 185,235 |
NOTE 6 – PROPERTY, PLANT AND EQUIPMENT
As of June 30, 2014, the Company’s property, plant and equipment are summarized as follows:
June 30,2014
|
December 31, 2013
|
|||||||
At cost:
|
||||||||
Computer
|
9,989 | 9,989 | ||||||
Less: Accumulated depreciation
|
9,989 | 9,989 | ||||||
Property, plant and equipment, net
|
$ | - | $ | - |
No depreciation expense attributable to the property, plant and equipment of both continuing operations and discontinued operations for the six months ended June 30, 2014 and 2013 respectively.
NOTE 7 – INTANGIBLE ASSET
As of June 30, 2014, the Company’s intangible asset is summarized as follows:
March 31,2014
|
December 31, 2013
|
|||||||
At cost:
|
||||||||
Movie and entertainment distribution agreements
|
200,000 | - | ||||||
Less: Accumulated amortization
|
(20,000 | ) | - | |||||
Intangible asset, net
|
$ | 180,000 | $ | - |
On January 14, 2014, the Company purchased certain overseas movie and entertainment distribution agreements with a consideration of 20,000,000 shares of restricted common stock to a non affiliate individual. This contractual interest stated at par value of $0.01 and valued at $200,000. No impairment loss was recognized for the six months ended June 30, 2014. Amortization expense attributable to the intangible asset of continuing operations for the six months ended June 30, 2014 and 2013 was $20,000 and $0 respectively.
NOTE 8 – OTHER ASSET
The Company acquired a 4.5% entity interest of a restaurant that operated in Hong Kong by a non affiliate corporation with a cash consideration of $115,380 on September 25, 2013. This entity interest stated at cost and no impairment losses was recognized for the six months ended June 30, 2014.
NOTE 9 – ASSET HOLD FOR DISPOSAL
On June 25, 2013, the Company cancelled 500,000 shares of the Company common stock from a non affiliate shareholder to reverse a licensing right granted. A gain of $5,000 was recorded for the six month ended June 30, 2014.
NOTE 10 – SHORT TERM BORROWINGS
The short-term borrowings are unsecured, interest free advances from a non affiliate individual with no fixed repayment term. On July 7, 2014, the Company converted a total of $63,096 short term borrowings into 630,960 shares of common stock of the Company.
NOTE 11 – UNEARNED REVENUE
As of June 30, 2014, the Company’s unearned revenue is summarized as follows:
June 30, 2014
|
December 31, 2013
|
|||||||
Receipt in advance for future artist performance
|
465,829 | 113,425 | ||||||
Presales of artist related merchandise
|
2,519 | 10,223 | ||||||
Total unearned revenue
|
$ | 468,348 | $ | 123,648 |
No amortization expense attributable to the unearned revenue of continuing operations for the six months ended June 30, 2014 and 2013 respectively.
NOTE 12 – CONVERTIBLE NOTES
On June 1, 2011, the Company issued a non-interest bearing convertible note in the amount of $256,400 ( “Note 1”) to a third party note holder (“Holder 1”),which matures on May 31, 2016. On September 30, 2011, the first installment of $128,200 was received. Note 1 bears a call back option exercisable by Holder 1 on the unused portion of Note 1 after 12 months from the date of Note 1. Note 1 can be converted into common stock of the Company by Holder 1 under certain conditions. During the year, a total of $0 was repaid by the Company. As of December 31, 2013, Note 1 did not qualify to be converted under those conditions and is therefore not dilutive.
On April 22, 2013, the Company issued another 12% convertible note in the amount of $50,000 (“Note 6”) to Holder 3. Note 6 matured on January 22, 2014 and was fully received on June 14, 2013. The outstanding principal balance plus any accrued interest under Note 6 is convertible into common stock of the Company after 180 days from the date of issued with a 40% discount over the convertible price upon the option of Holder 3. The conversion price is determined by the average prices of the 5 days prior to the Conversion Date. As of June 30, 2014, fair value adjustment on option amounted to $35,333 and unamortized debt discount amount to $0. Debt discount is being amortized using effective interest method over the life of Note 6. For the six months ended June 30, 2014, the amortization of debt discount of $0 was charged to Statement of Operations. Accrued interest expense of Note 6 for the six months ended June 30, 2014 was $0. As of June 30, 2014, Note 6 qualified to be converted 450,678 shares of common stock under the conditions of Note 6 and is therefore dilutive.
Total interest expense in connection with other fully repaid convertible notes for the six months ended June 30, 2014 and 2013 were $0 and $27,865 respectively.
The convertible notes as of the balance sheet date are summarized as follows:
June 30, 2014
|
December 31, 2013
|
|||||||
Noncurrent liabilities:
|
||||||||
Non-interest bearing convertible note
|
$ | 31,301 | $ | 31,301 | ||||
Current liabilities:
|
||||||||
12% convertible note 5, net
|
- | 11,018 | ||||||
12% convertible note 6, net (including fair value adjustment on option $ 35,333, accrued interest expense $3,000)
|
88,333 | 88,333 | ||||||
88,333 | 99,351 | |||||||
Total note outstanding
|
$ | 119,634 | $ | 130,652 |
NOTE 13 – COMMON STOCK ANDWEIGHTED AVERAGE NUMBER OF SHARES FOR EARNINGS PER SHARE CALCULATION
On January 7, 2014 the Company issued 95 shares of common stock to round up the variance raised form the reverse split executed.
On January 12, 2014 the Company issued 39,721 shares of common stock at the par value of $0.01 for a cash consideration of $397.
On January 17, 2014 the Company issued 20,000,000 shares of common stock to pursuant to an Agreement valued $200,000 with C&M Film Workshop Limited.
On March 17, 2014 the Company issued 33,615 shares of common stock at the par value of $0.01 for a cash consideration of $335.
On June 25, 2014, the Company cancelled 500,000 shares of common stock from a non affiliate shareholder in exchange of an asset held for disposal.
The calculation of common stock as at June 30, 2014 and weighted average number of shares for the six months ended June 30, 2014 is illustrated as follows:
Number
of shares
|
Weighted average number of shares
|
|||||||
Issued and outstanding as of January 1, 2014
|
5,619,926 | 5,619,926 | ||||||
Issuance of share on January 7, 2013 for reverse split executed
|
95 | 92 | ||||||
Issuance of share on January 12, 2013 for cash consideration of $397
|
39,721 | 37,307 | ||||||
Issuance of share on January 17, 2013 for pursuant to a sales and purchase agreement
|
20,000,000 | 18,232,044 | ||||||
Issuance of share on March 17, 2013 for cash consideration of $335
|
33,615 | 19,686 | ||||||
Forfeiture of shares on June 25, 2013 for disposal of asset
|
(500,000 | ) | (16,575 | ) | ||||
Issued and outstanding as of June 30, 2014
|
25,193,357 | 23,892,480 |
NOTE 14 – INTEREST EXPENSES
Interest expenses for the six months ended June 30, 2014 and 2013 are summarized as follows:
2014
|
2013
|
|||||||
Amortization on discount of convertible note
|
$ | - | $ | 36,707 | ||||
Accrued interest on convertible note
|
- | 29,015 | ||||||
Total
|
$ | - | $ | 65,722 |
NOTE 15 – CONTINGENCIES AND COMMITMENTS
On May 21, 2014, the Company committed to issuing 500,000 shares of common for 100% of the equity interests in Concept X Limited. The parties have agreed to a due diligence period and are still negotiating the acquisition. At the date of this filing, the terms have not been finalized.
At June 30, 2014, the expected annual lease payments under the Company and its subsidiaries’ operating leases are as follows:
For the year ended December 31,
|
||||
2014
|
$ | 47,184 | ||
2015
|
96,564 | |||
Total operating leases commitment
|
$ | 143,748 |
NOTE 16- GOING CONCERN
As of June 30, 2014 the Company has accumulated deficits of $9,459,721 a negative working capital of $56,017, and also recorded a net loss from the continuing operations of $69,368 for the six months then ended.
As of June 30, 2014, 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.
NOTE 17- SUBSEQUENT EVENTS
On July 7, 2014, the Company converted a total of $63,096 short term borrowings into 630,960 shares of common stock of the Company.
On August 1, 2014, the Company terminated the proposed acquisition of 100% equity interest in Phaedra Media Group Limited (“PMG”) that entered into a letter of intent dated June 12, 2014 by giving one month notice in writing to PMG without other consideration.
Note regarding forward – looking statements
This quarterly report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate", "expect", "intend", "plan", "will", "we believe", "the Company believes", "management believes" and similar language. The forward-looking statements are based on the current expectations of the Company and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. The actual results may differ materially from results anticipated in these forward-looking statements. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them.
Investors are also advised to refer to the information in our filings with the Securities and Exchange Commission, specifically Forms 10-K, 10-Q and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.
Except as otherwise indicated by the context, references in this Form 10-K to “we”, “us”, “our”, “the Registrant”, “our Company” or “the Company” are to Great China Mania Holdings, Inc., a Florida corporation and its consolidated subsidiaries. Unless the context otherwise requires, all references to (i) “BVI” are to British Virgin Islands; (ii) “PRC” and “China” are to the People’s Republic of China; (iii) “U.S. dollar”, “$” and “US$” are to United States dollars; (iv) “HKD” are to the Hong Kong Dollar; (v) “Securities Act” are to the Securities Act of 1933, as amended; and (vi) “Exchange Act” are to the Securities Exchange Act of 1934, as amended.
Critical Accounting Policies and Estimates
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("US GAAP"). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expenses amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
We believe the following is among the most critical accounting policies that impact our consolidated financial statements. We suggest that our significant accounting policies, as described in our consolidated financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations.
We recognize revenue in accordance with Staff Accounting Bulletin ("SAB") No. 104. All of the following criteria must exist in order for us to recognize revenue:
1. Persuasive evidence of an arrangement exists;
2. Delivery has occurred;
3. The seller's price to the buyer is fixed or determinable; and
4. Collectability is reasonably assured.
Revenue recognition policies for each of the major products and services of continuing operations are illustrated as follows:
(i)
|
Revenue from provision of artist management, event management, and promotion for its clients is recognized when services are rendered.
|
(ii)
|
Revenue from artist-related merchandising is recognized when receipt is confirmed by clients according to the relating predetermined agreements.
|
(iii)
|
Revenue from intellectual property rights on CD, DVD and video products is recognized upon delivery of products to customers.
|
Based on these factors, the Company believes that it can apply the provisions of SAB 104 with minimal subjectivity.
Our estimate of the reliability of the deferred tax assets will change as the Company becomes more profitable.
Recent Accounting Pronouncements
The Company does not expect that the adoption of any recent accounting pronouncements will have any material impact on its financial statements.
Results of Continuing Operations – Three Months Ended June 30, 2014 as Compared to Three Months Ended June 30, 2013.
The following table summarizes the results of our continuing operations during the three-month period ended June 30, 2014 and 2013, and provides information regarding the dollar and percentage increase / (decrease) from the three-month period ended June 30, 2013 to the three-month period ended June 30, 2014.
Three months ended June 30, | ||||||||||||||||
2014
|
2013
|
Increase / (decrease)
|
% Change
|
|||||||||||||
Revenue
|
$ | 531,820 | $ | 613,389 | $ | (81,569 | ) | (13.30 | %) | |||||||
Cost of sales
|
336,655 | 418,204 | (81,549 | ) | (19.50 | %) | ||||||||||
Gross profit
|
195,165 | 195,185 | (20 | ) | 0.01 | % | ||||||||||
Sales & marketing
|
11,240 | 8,409 | 2,831 | 33.67 | % | |||||||||||
General & administrative
|
178,787 | 452,023 | (273,236 | ) | (60.45 | %) | ||||||||||
Income /(Loss) from operations
|
5,138 | (265,247 | ) | 270,385 | (101.94 | %) | ||||||||||
Other expense
|
25,479 | (38,325 | ) | 63,804 | (166.48 | %) | ||||||||||
Income tax expenses
|
- | - | - | N/A | ||||||||||||
Net income/(loss) from continuing operations
|
$ | 30,617 | $ | (303,572 | ) | $ | 334,189 | 101.14 | % |
Revenues
Revenues decreased by $81,569 to $531,820 for the three months ended June 30, 2014 as compared to $613,389 for the same period in 2013, representing a 13.30% decrease. The decrease in revenue was mainly due to the loss of a material sales contract values $120,312 in 2014 offset the increase of revenue generated in overseas in by $38,743 in aggregate.
Cost of sales
Cost of sales decreased by $81,549 to $336,655 for the three months ended June 30, 2014 as compared to $418,204 for the same period in 2013, representing a 19.50% decrease. The decreases were mainly due to the decrease of artist fee by $121,265 offset the increase of agency fee by $260 and other direct cost by $39,456 in aggregate.
Gross margin
Gross margin decreased by $20 to $195,165 for the three months ended June 30, 2014 as compared to $195,185 for the same period in 2013, representing a 0.01% decrease. The gross margin remains stable in both periods.
Sales & marketing expenses
Sales & marketing expenses increased by $2,831 to $11,240 for the three months ended June 30, 2014 as compared to $8,409 for 2013, representing a 33.67% increase. The increase was mainly due to the increase of advertising expenses by $4,901 offset the decrease of other sales & marketing expenses by $2,070 in aggregate.
General and administrative
The following table summarizes general and administrative expenses during the three-month period ended June 30, 2014 and 2013, and provides information regarding the dollar and percentage increase / (decrease) from the three-month period ended June 30, 2013 to the three-month period ended June 30, 2014:
Three months ended June 30,
|
||||||||||||||||
2014
|
2013
|
Increase (decrease)
|
% Change
|
|||||||||||||
Payroll cost
|
123,391 | 106,916 | 16,475 | 15.41 | % | |||||||||||
Rental expenses
|
24,850 | 27,008 | (2,158 | ) | (7.99 | %) | ||||||||||
Legal and professional fee
|
13,528 | 306,990 | (293,462 | ) | (95.59 | %) | ||||||||||
Miscellaneous
|
17,018 | 11,109 | 5,909 | 53.19 | % | |||||||||||
178,787 | 452,023 | (273,236 | ) | (60.45 | %) |
Payroll cost increased by $16,475 to $123,391 for the three months ended June 30, 2014 as compared to $106,916 for the same period in 2013, representing a 15.41% increase. The increase was mainly due to the salary adjustment of employees newly recruited in the first quarter of 2014.
Rental expenses decreased by $2,158 to $24,850 for the three months ended June 30, 2014 as compared to $27,008 for the same period in 2013, representing a 7.99% decrease. The decrease was mainly due to rent saved by the relocation of Guangzhou office in December 2013.
Legal and professional fee decreased by $293,462 to $13,528 for the three months ended June 30, 2014 as compared to $306,990 for the same period in 2013, representing a 95.59% decrease. The decrease was mainly due to the saving of 1.) a business development consultation fee $236,000, 2.) legal cost relating of acquisition of asset $3,634, 3.) press release expenses by $46,962 4.) legal cost relating to convertible note $2,500 and 4.) legal related disbursement by $4,366 in aggregate.
Miscellaneous expenses increased by $5,909 to $17,018 for the three months ended June 30, 2014 as compared to $11,109 for the same period in 2013, representing a 53.19% increase. The increase was mainly due to the increase of amortization expense $10,000 offset by the decrease of all other expenses of $4,091 in aggregate.
Net income / (loss) from continuing operations
Net income from continuing operations increased by $334,189 to $30,617 for the three months ended June 30, 2014 as compared to a net loss of $303,572 for the same period in 2013.
Results of Continuing Operations – Six Months Ended June 30, 2014 as Compared to Six Months Ended June 30, 2013.
The following table summarizes the results of our continuing operations during the six-month period ended June 30, 2014 and 2013, and provides information regarding the dollar and percentage increase / (decrease) from the six-month period ended June 30, 2013 to the six-month period ended June 30, 2014.
Six Months ended June 30,
|
Increase | |||||||||||||||
2014 | 2013 | (decrease) | % Change | |||||||||||||
Revenue
|
$ | 819,630 | 984,780 | (165,150 | ) | (16.77 | %) | |||||||||
Cost of sales
|
498,137 | 586,473 | (88,336 | ) | (15.06 | %) | ||||||||||
Gross profit
|
321,493 | 398,307 | (76,814 | ) | (19.29 | %) | ||||||||||
Sales & marketing
|
22,251 | 21,829 | 422 | 1.93 | % | |||||||||||
General & administrative
|
383,339 | 737,852 | (354,513 | ) | (48.05 | %) | ||||||||||
Loss from operations
|
(84,097 | ) | (361,374 | ) | 277,277 | (76.73 | %) | |||||||||
Other income (expense)
|
14,729 | (74,509 | ) | 89,238 | (119.77 | %) | ||||||||||
Provision for taxation
|
- | - | - | N/A | ||||||||||||
Net loss from continuing operations
|
$ | (69,368 | ) | $ | (435,883 | ) | 366,515 | (84.09 | %) |
Revenues
Revenues decreased by $165,150 to $819,630 for the six months ended June 30, 2014 as compared to $984,780 for the same period in 2013. The decrease in revenue was mainly due to the loss of a material sales contract values $120,312 in the second quarter of 2014 and the decrease of overseas promotion events revenue by $44,838 in aggregate.
Cost of sales
Cost of sales decreased by $88,336 to $498,137for the six months ended June 30, 2014 as compared to $586,473 for the same period in 2013. The decreases were mainly due to the increase of other direct cost by $31,922 in aggregate offset by the decrease of artist fee by $120,258.
Gross margin
Gross margin decreased by $76,814 to $321,493 for the six months ended June 30, 2014 as compared to $398,307 for the same period in 2013. The decreases were mainly due to 1.) the loss of a single spoke person contract values $120,312 in the second quarter of 2014, 2.) decrease of overseas promotion events revenue by $44,838 in aggregate, 3.) Increase of other direct cost by $31,922 in aggregate offset by 4.) Decrease of artist fee by $120,258.
Sales & marketing expenses
Sales & marketing expenses increased by $422 to $22,251 for the six months ended June 30, 2014 as compared to $21,829 for the same period in 2013. The sales & marketing expenses remain stable in both periods
General and administrative
The following table summarizes general and administrative expenses during the six-month period ended June 30, 2014 and 2013, and provides information regarding the dollar and percentage increase / (decrease) from the six-month period ended June 30, 2013 to the six-month period ended June 30, 2014.
Six Months ended
June 30,
|
||||||||||||||||
2014
|
2013
|
Increase (decrease)
|
% Change
|
|||||||||||||
Payroll cost
|
274,574 | 246,427 | 28,147 | 11.42 | % | |||||||||||
Rental expenses
|
51,731 | 59,024 | (7,293 | ) | (12.36 | %) | ||||||||||
Legal and professional fee
|
21,305 | 416,739 | (395,434 | ) | (94.89 | %) | ||||||||||
Miscellaneous
|
35,729 | 15,662 | 20,067 | 128.13 | % | |||||||||||
383,339 | 737,852 | (354,513 | ) | (48.05 | %) |
Payroll cost increased by $28,147 to $274,574 for the six months ended June 30, 2014 as compared to $246,427 for the same period in 2013, representing an 11.42% increase. The increase was mainly due to the salary adjustment of employees newly recruited in the first quarter of 2014.
Rental expenses decreased by $7,293 to $51,731 for six months ended June 30, 2014 as compared to $59,024 for the same period in 2013, representing a 12.36% decrease. The decrease was mainly due to rent saved by the relocation of Guangzhou office in December 2013.
Legal and professional fees decreased by $395,434 to $21,305 for the six months ended June 30, 2014 as compared to $416,739 for the same period in 2013, representing a 94.89% decrease. The decrease was mainly due to the saving of 1.) a business development consultation fee by $306,000, 2.) a legal consultation fee by $18,000, 3.) legal cost relating to convertible note by $5,000, 4.) press releasing expenses by $62,359, and 5.) legal related disbursement by $4,075 in aggregate.
Miscellaneous expenses increased by $20,067 to $35,729 for the six months ended June 30, 2014 as compared to $15,662 for the same period in 2013, representing a 128.13% increase. The increase was mainly due to the increase of amortization expense $20,000 and all other expenses of $67 in aggregate.
Net loss from continuing operations
Net loss from continuing operations decreased by $366,515to a net loss of $69,368 for the six months ended June 30, 2014 as compared to $435,883 for the same period in 2013.
Liquidity and Capital Resources
Cash
Our cash balance as of June 30, 2014 was $581,350, representing a decrease of $59,033 as compared to $640,383 as of December 31, 2013.
Cash flow
Operating Activities
Net cash used in operating activities for the six months ended June 30, 2014 amounted to $173,648 compared to net cash provided by operating activities of $47,705 in the same period of 2013. The change of $221,641 was mainly due to a decrease of: 1.) $897,010 in trade and other payable, and 2.) $61,477 in net interest payable, 3.) $154,800 in share based payment, and 4.) $5,000 in gain on disposal of asset offset by a decrease of: 5.) $355,497 in net loss, 6.)$186,706 in trade and other receivable, and an increase of 7.) $334,731 in unearned revenue, and 8.)$20,000 in amortization expenses.
Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2014 amounted to $114,615 compared to net cash used in financing activities of $364,603 in the same period of 2013. The change of $249,988 was primarily due to the net proceeds from the short term receivable $113,883 and the issuance of 73,336 shares by $732 for the six months ended March 31, 2014 in compared to the net proceeds from subscription receivable by $390,462 offset by the net repayment of convertible loan by $25,859 in the same period of 2013.
Working capital
Our net current liabilities decreased by $56,232 to $56,017 June 30, 2014 from that of $112,249 as of June 30, 2013.
As of June 30, 2014, 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.
Off-Balance Sheet Arrangements
We do not have any off balance sheet arrangements
Inflation
Inflation does not have a material impact on our business and we do not expect inflation to have an impact on our business in the near future
Currency Exchange Fluctuations
All of the Company’s revenues and a majority of its expenses in the six months ended June 30, 2014 were denominated in HKD and were converted into US dollars at the exchange rate of 7.8 to 1. There can be no assurance that HKD-to-U.S. dollar exchange rates will remain stable. A devaluation of HKD relative to the U.S. dollar would adversely affect our business, consolidated financial condition and results of operations. We do not engage in currency hedging.
This item is not applicable as we are currently considered a smaller reporting company.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, and our Principal Accounting Officer, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer and Principal Accounting Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2014. Based on that evaluation and as described below under “Management’s Report on Internal Control over Financial Reporting”, we have identified a material weakness in our internal control over financial reporting.
Control Over Financial Reporting”, we have identified a material weakness in our internal control over financial reporting. As a result of this material weakness and as a result of our failure to identify this material weakness in our internal control over financial reporting as a material weakness in our disclosure controls and procedures, our management, including our Chief Executive Officer and Principal Accounting Officer, concluded that our disclosure controls and procedures were not effective as of June 30, 2014.
Changes in Internal Control over Financial Reporting
Our Chief Executive Officer and Principal Accounting Officer have indicated that there were significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation, and there were such control actions with regard to significant deficiencies and material weaknesses. We have performed, among others, the following actions:
|
·
|
additional training of our accounting personnel by our independent accountants of the proper format and compilation of data for US GAAP financial statements; and
|
|
·
|
additional coordination with our local accountants and auditors to strengthen our controls in an attempt to supplement the additional training of our employees.
|
We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.
No material change since the filing of the 10-K on April 14, 2014.
On July 7, 2014, the Company converted a total of $63,096 short term borrowings into 630,960 shares of common stock of the Company.
Issuer Purchases of Equity Securities
On June 25, 2014, the Company cancelled 500,000 shares of common stock from a non affiliate shareholder in exchange of an asset held for disposal.
None.
On August 1, 2014, the Company terminated the proposed acquisition of 100% equity interest in Phaedra Media Group Limited (“PMG”) that entered into a letter of intent dated June 12, 2014 by giving one month notice in writing to PMG without other consideration.
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
|
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.
GREAT CHINA MANIA HOLDINGS, INC.
(Registrant)
By: /S/ Kwong Kwan Yin Roy
Kwong Kwan Yin Roy
Chief Executive Officer and Director
Date: August 6, 2014
By: /S/ Kwong Kwan Yin Roy
Kwong Kwan Yin Roy
Chief Financial Officer
Date: August 6, 2014
20