NextMart Inc. - Quarter Report: 2011 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 10-Q
_______________
T | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2011
[ ] o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______to______.
NextMart, Inc.
(Exact name of registrant as specified in Charter)
DELAWARE |
| 000-26347 |
| 410985135 |
(State or other jurisdiction of incorporation or organization) |
| (Commission File No.) |
| (IRS Employee Identification No.) |
Oriental Plaza Bldg. W3, Twelfth Floor
1 East Chang’an Avenue, Dongcheng District
Beijing, 100738 PRC
(Address of Principal Executive Offices)
_______________
+86 (0)10 8518 9669
(Issuer Telephone number)
_______________
(Former Name or Former Address 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 required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] 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). o [ ] 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 filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer o
Accelerated Filer o
Non-Accelerated Filer o
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.
1
[ ] Yes [X] No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were 336,835,541 shares of common stock outstanding as of May 15, 2011.
2
NEXTMART, INC.
QUARTERLY REPORT ON FORM 10-Q FOR THE
QUARTERLY PERIOD ENDED March 31, 2011
Table of Contents
INDEX
| Page | |||
PART I FINANCIAL INFORMATION |
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Item 1. |
| Financial Statements | 4 |
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Item 2. |
| Management Discussion and Analysis of Financial Condition and Results of Operations. | 16 |
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Item 3. |
| Quantitative and Qualitative Disclosures About Market Risk. | 19 |
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Item 4. |
| Controls and Procedures. | 19 |
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PART II OTHER INFORMATION | 19 |
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Item 6. |
| Exhibits. | 19 |
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Signatures. | 20 |
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3
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NEXTMART, INC. AND SUBSIDIARIES | ||||
CONSOLIDATED BALANCE SHEETS | ||||
|
| March 31, 2011 |
| September 30, 2010 |
|
| (Unaudited) |
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ASSETS | ||||
CURRENT ASSETS: |
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Cash and cash equivalents | $ | 15,840 | $ | 12,912 |
Marketable securities |
| - |
| 900 |
Current assets held for sale |
| 981,702 |
| 981,699 |
Total Current Assets |
| 997,542 |
| 995,511 |
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Property, plant and equipment, net |
| 603 |
| - |
Long-term assets held for sale |
| 379,596 |
| 379,596 |
TOTAL ASSETS | $ | 1,377,741 | $ | 1,375,107 |
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LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||
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CURRENT LIABILITIES: |
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Other payables and accrued expenses | $ | 652,420 | $ | 1,139,803 |
Amount due to stockholders |
| 147,018 |
| 145,562 |
Amount due to related parties |
| 719,764 |
| 795,996 |
Current liabilities held for sale |
| 1,257,726 |
| 1,251,470 |
Total Current Liabilities |
| 2,776,928 |
| 3,332,831 |
Convertible note, net of discount |
| 317,577 |
| 283,873 |
Total Liabilities |
| 3,094,505 |
| 3,616,704 |
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Commitments and contingencies |
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STOCKHOLDERS' DEFICIT |
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Preferred stock: authorized 250,000,000 shares, par value US$0.01; none issued |
| - |
| - |
Common stock: authorized 750,000,000 shares, par value US$0.01; 336,835,541,and 268,204,734 shares issued and outstanding at March 31, 2011 and September 30, 2010, respectively |
| 3,368,355 |
| 2,682,047 |
Reserved to be issued 53,029 shares |
| 530 |
| 530 |
Subscription receivable |
| (750,000) |
| (750,000) |
Additional paid-in capital |
| 96,160,634 |
| 96,160,949 |
Accumulated deficit |
| (100,691,457) |
| (100,423,447) |
Accumulated other comprehensive loss-Unrealized loss on marketable securities |
| - |
| (119,100) |
Accumulated other comprehensive income-foreign currency fluctuation |
| 195,174 |
| 207,424 |
Total stockholders' Deficit |
| (1,716,764) |
| (2,241,597) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 1,377,741 | $ | 1,375,107 |
See notes to consolidated financial statements
4
NEXTMART, INC. AND SUBSIDIARIES |
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) | |||||||||
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| Three Months Ended March 31, |
| Six Months Ended March 31, | |||||
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| 2011 | $ | 2010 |
| 2011 | $ | 2010 | |
Sales | $ | - | - | $ | - | - | |||
Cost of sales |
| - |
| - |
| - |
| - | |
Gross margin |
| - |
| - |
| - |
| - | |
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Operating expenses |
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General and administrative expenses |
| 12,560 |
| 31,588 |
| 24,716 |
| 71,158 | |
Depreciation and amortization |
| 52 |
| - |
| 52 |
| 195 | |
Consulting and professional fees |
| 13,254 |
| 45,842 |
| 85,833 |
| 84,122 | |
|
| 25,866 |
| 77,430 |
| 110,601 |
| 155,475 | |
Operating loss |
| (25,866) |
| (77,430) |
| (110,601) |
| (155,475) | |
Other income (expense) |
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Amortization of discount on convertible note |
| (13,652) |
| - |
| (27,146) |
| - | |
Interest expense |
| (5,135) |
| (3,747) |
| (10,127) |
| (8,062) | |
Other expenses |
| - |
| - |
| (136) |
| - | |
Impairment loss on marketable securities |
| (120,000) |
| - |
| (120,000) |
| - | |
Gain on disposal of fixed assets |
| - |
| 165 |
| - |
| 165 | |
Impairment loss of assets held for sale |
| - |
| (5,670,506) |
| - |
| (5,670,506) | |
|
| (138,787) |
| (5,674,088) |
| (157,409) |
| (5,678,403) | |
Loss from continuing operations before income tax expense |
| (164,653) |
| (5,751,518) |
| (268,010) |
| (5,833,878) | |
Income tax expense |
| - |
| - |
| - |
| - | |
Loss from continuing operations |
| (164,653) |
| (5,751,518) |
| (268,010) |
| (5,833,878) | |
Loss from held for sale operations |
| - |
| (352,368) |
| - |
| (352,368) | |
Net Loss | $ | (164,653) | $ | (6,103,886) | $ | (268,010) | $ | (6,186,246) | |
Other comprehensive income (loss) |
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Foreign currency translation adjustment |
| (4,673) |
| 7,431 |
| (12,250) |
| 6,625 | |
Unrealized gain (loss) |
| 119,400 |
| - |
| 119,100 |
| (11,520) | |
Total comprehensive loss | $ | (49,926) | $ | (6,096,455) | $ | (161,160) | $ | (6,191,141) | |
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Weighted average number of common shares outstanding – basic and diluted |
| 336,835,541 |
| 415,426,956 |
| 319,772,633 |
| 429,392,579 | |
Loss per share |
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Continuing operations – basic and diluted | $ | (0.000) | $ | (0.014) | $ | (0.001) | $ | (0.014) | |
Held for sale operations – basic and diluted | $ | 0.000 | $ | (0.001) | $ | 0.000 | $ | (0.001) | |
Continuing operations and held for sale operations – basic and diluted | $ | (0.000) | $ | (0.015) | $ | (0.001) | $ | (0.015) | |
See notes to consolidated financial statements
5
NEXTMART, INC. AND SUBSIDIARIES |
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) |
6
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
| 12,912 |
| 34,958 | ||
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CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 15,840 | $ | 931 | ||
Supplemental disclosure of cash flows information |
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Interest Paid | $ | - | $ | - | ||
Income Taxes Paid | $ | - | $ | - | ||
See notes to consolidated financial statements
7
NEXTMART, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations.
NextMart, Inc. (herein referred to as “NextMart”, “we” or the “Company”) was originally incorporated under the laws of Minnesota in 1972 and was previously known as SE Global Equity. In September 2005, the Company acquired 100% of the issued and outstanding share capital of Sun New Media Group Limited and changed the company name to Sun New Media, Inc. In May 2007, the Company reincorporated into the State of Delaware and changed our name to NextMart, Inc.
On March 3, 2010, the Company entered into a transaction termination agreement with Beijing Hua Hui Hengye Investment Lt. (“Hua Hui”), wherein both companies agreed to terminate and rescind the subscription and asset sale agreement previously entered into by the parties on August 1, 2009 (the “Original Agreement”). All considerations received by each party under the Original Agreement were returned to the issuing party.
On March 31, 2010, NextMart entered into an asset exchange and subscription agreement with Ms. Wang Yihan (“Ms. Wang”) and Beijing Chinese Art Exposition's Media Co., Ltd. (“CIGE”), a leading Chinese art services, events media company located in Beijing, China. Ms. Wang is the sole shareholder of CIGE. The agreement was effective March 31, 2010 and was amended on May 10, 2010. Under the amended agreement NextMart agreed to sell directly to Ms. Wang the following assets (“Transferred Assets”): 1) 100% of the shares of William Brand Administer Ltd, a BVI registered company and a wholly owned subsidiary of NextMart; 100% of the shares of Credit Network 114 Limited, a BVI registered company and a wholly owned subsidiary of NextMart; 2) 100% of NextMart’s 60% shareholdings in Wuxi Sun Network Technology Ltd., a PRC registered company; 3) 100% of NextMart’s 80% shareholdings in Naixiu Exhibition Ltd., a PRC registered company; 4) the net assets of NextMart’s 100% owned subsidiary Cancer Institute of China Ltd (a BVI registered company) and its wholly owned subsidiary China Cancer Institute Beijing Ltd. (a PRC registered company). The net assets being sold do not include the subsidiaries’ cash, office furniture and equipment, and third party creditor’s rights and third party debts, which shall remain as the subsidiaries’ property and 5) any other net assets and liabilities belonging to NextMart, with the exception of its 3,000 shares of China Grand Resorts Inc. common stock and its remaining liability under the convertible bond settlement agreement.
In exchange for the Transferred Assets, Ms. Wang agreed to transfer to NextMart certain land use rights for commercial real estate property within 24 months from date of the amended agreement. The value of the land use rights will be determined by an appraisal conducted by a licensed third party appraiser acceptable to both parties. In the PRC, there is no private land ownership. Rather, land in the PRC is owned by the government and cannot be sold to any individual or entity. The government grants or allocates landholders a “land use right,” which is sometimes referred to informally as land ownership. Land use rights are granted for specific purposes and for limited periods. Land use right, or land ownership may be renewed at the expiration of the initial term and subsequent terms. Granted land use rights are transferable and may be used as security for borrowings and other obligations. In the event Ms. Wang fails to provide land use rights for adequate real estate property within the 24 months period, she is obligated to provide NextMart with common stock of a publicly traded company acceptable to NextMart of equivalent amount.
On June 22, 2010, the Company entered into an asset acquisition agreement (the “Acquisition Agreement”) with CIGE and its sole owner and director Ms. Wang, who is also NextMart’s Chairman and CEO. Under the terms of the Acquisition Agreement, NextMart is going to acquire from CIGE the below described Assets for an agreed price of $750,000 (the “Consideration”). NextMart paid the Consideration by issuing 75,000,000 shares of its common stock to Ms. Wang. As a result of this transaction, Ms. Wang became NextMart’s second largest shareholder with a 27.96% ownership of the Company.
Under the terms of the Acquisition Agreement, NextMart acquired the following assets (the “Assets”):
1)
ownership of CIGE’s 10,000 member consumer database,
2)
exclusive ownership of all advertising space for every art exhibition event held by CIGE in greater China (including Hong Kong and Macao, and Taiwan) for the next 30 years, and
3)
exclusive ownership of the "Gallery Guide" magazine brand name and all gross revenues generated by the magazine publication for the next 30 years, including but not limited to advertising revenue and sponsorship revenue.
The agreement further provides that if for any reason or under any circumstance during the next 30 years CIGE ceases holding any of its exhibitions or ceases publishing the Gallery Guide, NextMart shall have the right to buy those exhibitions and “Gallery Guide” brand name for the price of $1 each from CIGE.
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As a result, NextMart’s planned business operations for 2011 will consists of 1) the sale of marketing solutions through art events and art media marketing channels, and 2) the design and marketing of art-themed products lines for existing luxury and high-end goods and services, and art themed real estate developments.
On June 22, 2010, NextMart also entered into strategic cooperative agreements (“Strategic Agreements”) with its shareholder Sun Media Investment Holdings Ltd. (“SMIH”) and with Redrock Land Investment Ltd. (“Redrock Land”), an affiliate of the Company’s major shareholder Redrock Capital Venture Ltd. (“Redrock”).
Under the Strategic Agreements, Redrock Land will provide NextMart a $1,000,000 interest free, unsecured loan in 12 months. Any amounts loaned will be due on demand any time after the first anniversary of the loan. As of March 31, 2011, the loan has not been provided to the Company. Redrock Land also agreed that within the next 24 months, it will partner with NextMart on three of its real estate development projects that are art related. For each such project, NextMart will act as the project’s concept, marketing, and sales consultant. Redrock Land is a BVI registered company engaged in land investment and development in China and it typically co-invests with real estate developers to acquire land and launch development projects. As part of its cooperation with NextMart, Redrock Land will secure land and developing partners for three art related developments for which NextMart will provide consulting service to the developers. Under the Strategic Agreements, SMIH has agreed to provide NextMart with approximately $6,000,000 worth of advertising space over the next five years in various media outlets owned by it or its affiliates. The $6,000,000 worth of advertising space will be allocated to NextMart such that every year for 5 succeeding years. NextMart will have access to $1,200,000 in advertising space in various print magazines and online websites and e-magazines owned by SMIH or its affiliates each year. Such advertising space will be subject to availability and market prices, and the Company intends to limit the use of the advertising space to market its Artslux products. As of March 31, 2011, no advertising space has yet to be allocated to NextMart.
Basis of Consolidation and Presentation
The consolidated financial statements include the financial statements of the Company and its subsidiaries named Cancer Institute of China Ltd. and China Cancer Institute Beijing Ltd. All significant inter-company transactions and balances have been eliminated in consolidation.
The consolidated interim financial information as of March 31, 2011 and for the three-month periods and six-month periods ended March 31, 2011 and 2010 have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have not been included. The interim consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010, previously filed with the SEC.
In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of March 31, 2011, its consolidated results of operations and cash flows for the three-month periods and six-month periods ended March 31, 2011 and 2010, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses for the periods that the financial statements are prepared. Actual amounts could differ from these estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.
Fair value measurements
The Company applies the provisions of ASC Subtopic 820-10, Fair Value Measurements, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the
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financial statements. ASC Subtopic 820-10 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.
ASC Subtopic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
ASC Subtopic 820-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC Subtopic 820-10 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
|
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| Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. |
| Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. |
| Level 3 inputs are unobservable inputs for the asset or liability. |
The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.
The Company’s financial instruments consist of cash, other receivables, marketable securities, other payables, amounts due to related parties and amounts due to shareholders. Other receivables carried at estimated net realizable values net of provisions for uncollectible amounts. Uncollectible accounts are charged off when determined to be unrecoverable. Marketable securities are carried at market value with any unrealized gain or loss is recorded in comprehensive income or loss. The carrying values of the remaining financial instruments reflected in these financial statements approximate their fair values due to the short-term maturity of the instruments.
Financial instruments
The Company’s financial instruments include cash and cash equivalents, other payables, and factoring in loans. The fair values of these financial instruments approximate their carrying values due to the short-term maturity of the instruments.
Impairment of Long-lived Assets
The Company assesses the carrying value of long-lived assets in accordance with ASC No. 360, accounting for the Impairment or Disposal of Long-lived Assets. Factors considered important which could trigger this review include a significant decrease in operating results, a significant change in its use of assets, competitive factors, strategy of its business, and significant negative industry or economic trends. The company cannot predict the occurrence of future impairment-triggering events nor the impact such events might have on the reported asset values. Such events may include strategic decisions made in response to the economic conditions relative to product lines, operations and the impact of the economic environment on our customer base. When the Company determines that the carrying value of long-lived assets may not be recoverable based on as assessment of future cash flows from the use of those assets, an impairment charge to record the assets at fair value may be recorded. Impairment is measured based on fair values utilizing estimated discounted cash flow, published thirty-party sources, and third-party offers.
Comprehensive Income (Loss)
The Company reports comprehensive income (loss) in accordance with ASC No. 220, “Reporting Comprehensive Income (Loss)”. The comprehensive loss for the Company includes currency translation adjustments and unrealized gain (loss) on marketable securities.
Property, Plant and equipment
Property, Plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed primarily on the straight-line method for financial reporting purposes over the following estimated useful lives:
10
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| Years |
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Computer |
| 3 |
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Convertible Note
The Company accounts for convertible note in accordance with ASC 470-20, Debt with Conversion and Other Options. The Company booked a discount on convertible note for the conversion feature of the note and is amortizing the discount over the life of the convertible note.
Earnings (loss) per share
Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the year. As the Company has a loss, presenting diluted net loss per share is considered anti-dilutive and not included in the statement of operations.
Foreign currency translation
The financial statements are presented in United States dollars. In accordance with ASC No. 830, “Foreign Currency Translation”, since the functional currency of the Company is Renminbi (RMB), the foreign currency financial statements of the Company’s subsidiaries are re-measured into U.S. dollars (USD). Monetary assets and liabilities are translated using the foreign rate that prevailed at the balance sheet date. Revenue and expenses are translated at weighted average rates of exchange during the year and stockholders’ equity accounts and capital asset accounts are translated by using historical exchange rates. Any translation gain or loss incurred is reported in the consolidated statement of operations.
Income taxes
The Company follows the liability method of accounting for income taxes in accordance with ASC No. 740. Under this method, future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Future tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. The tax loss arising from PRC can be carried forward for five years. Agreed tax losses by respective local tax authorities can be offset against future taxable profits of the respective companies. A valuation allowance is provided for deferred tax assets if it is more likely than not that the Company will not realize the future benefit, or if the future deductibility is uncertain.
Related Parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party, or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence.
Deferred Charges
Payments made for future expenses were amortized over the life of service received.
Recently Issued Accounting Pronouncements
Accounting standards that have been issued or proposed by the Financial Accounting Standards Board (“FASB”) recently are not applicable to the Company.
NOTE 2 – MARKETABLE SECURITIES
Marketable securities are considered as available for sale and are recorded at market value. The marketable securities are summarized as follow:
11
| March 31, 2011 | September 30, 2010 | ||
| Number of shares | Amount | Number of shares | Amount |
|
| US $ |
| US $ |
| (Unaudited) |
|
| |
CHINA GRAND RESORTS, INC AT COST | 3,000 | 120,000 | 3,000 | 120,000 |
Unrealized loss |
| - |
| (119,100) |
Realized loss |
| (120,000) |
| - |
Net balance |
| - |
| 900 |
Due to the fact that the market for China Grand Resorts, Inc common stock on the Over the Counter Bulletin Board has been limited or non-existent for a significant period of time, management determined to recognize an impairment loss on marketable securities of $120,000 in this quarter.
NOTE 3 – PROPERTY AND EQUIPMENT
The following is a summary of property and equipment, at cost, less accumulated depreciation:
Property and equipment is summarized as follows:
|
|
|
| March 31, 2011 | September 30, 2010 |
| US$ | US$ |
| (Unaudited) |
|
Computer | 651 | - |
Less: accumulated amortization | 48 | - |
Net | 603 | - |
Amortization for the three months ended March 31, 2011 and 2010 was $48 and nil, respectively. Amortization for the six months ended March 31, 2011 and 2010 was $48 and $195, respectively.
NOTE 4 - OTHER PAYABLES AND ACCRUALS
Other payables and accruals are summarized as follows:
On March 22, 2007, NextMart Inc. executed a subscription agreement with certain accredited investors, including Professional Offshore Opportunity Fund Ltd, pursuant to the subscription agreement, the Company agreed to issue a principal amount worth $1,500,000 in senior convertible promissory notes and warrants to purchase shares of our common stock. The financing was closed on March 29, 2007. The aggregate gross proceeds from the sale of the notes and warrants were $1,500,000. The convertible notes were due three years from the date of issuance. We prepaid all interest due under the convertible notes through the issuance of 1.5 million shares of our common stock. The notes were initially convertible into our common shares at a conversion price of $1.00 per
12
share. After the occurrence of an event of default under the notes, the conversion price adjusts to eighty percent (80%) of the volume weighted average price of our common shares for the five trading days prior to a conversion date.
On February 6, 2009, we closed a Convertible Debt Settlement Agreement with these accredited investors (“Settlement Agreement”) pursuant to which we have re-purchased all of the outstanding senior convertible notes. Under the Settlement Agreement, in exchange for canceling the senior convertible promissory notes and underlying agreements, we agreed to pay back the principal amount of the notes of $1,500,000 and $610,126 in interest and default penalties. We paid $250,000 of the $1,500,000 in the principal amount at closing, and are obligated to pay $250,000 every 90 days from closing until the principal is paid in full. In addition to the payment made at closing, we made principal payments of $250,000 and $150,000 during fiscal year 2009. We also agreed to pay interest and penalties of $610,126 within 90 days from the closing. Payment of the interest and penalties of $610,126 may be in the form of common shares of CEC Unet Plc. (AIM: CECU) which we held on the agreement date or if the shares of CECU were not trading on the AIM Market, then in cash or cash equivalents.
During fiscal year 2010, we made $100,000, $250,000, $165,000 and $67,000 in principal payments. As we disposed our holdings of CECU shares in the CIGE transaction, we were required to pay the $610,126 of interest and penalty due in cash or cash equivalents.
On October 22, 2010, an amendment to convertible debt settlement agreement was made. Pursuant to such amendment, the Company was required to pay $500,000 no later than 5 business days following the execution of the amendment and the payment for the remaining balance of $627,126 is extended to March 1, 2011. As of March 31, 2011 the Company has paid the $500,000 principal amount in full and the remaining outstanding balance is $627,126. We are in default of the amendment as of March 31, 2011. Management plans to resolve this issue in next few months.
NOTE 5 -AMOUNTS DUE TO STOCKHOLDERS
The amounts due stockholders are summarized as follows:
|
|
|
| March 31, 2011 | September 30, 2010 |
| US$ | US$ |
| (Unaudited) |
|
Redrock Capital Venture Limited | 147,018 | 145,562 |
| 147,018 | 145,562 |
The amounts due to Redrock Capital Venture Limited are due on demand and bear no interest.
NOTE 6— CONVERTIBLE NOTE
On March 26, 2010, we completed a Convertible Debt Settlement Agreement with Hua Hui to convert RMB 2,255,000 (approximately $329,866) outstanding loans due to Hua Hui into a convertible promissory note with a principal amount of RMB 2,255,000 (approximately $341,057 as of December 31, 2010) and will due on September 3, 2011. The convertible promissory is effective as of March 3, 2010 and has the following features:
·
The Convertible Note is subordinate to an outstanding Convertible Debt Settlement Agreement and is senior to all other current and future indebtedness of the Company.
·
If the Company has not affected a “Qualified Funding” (as defined below) prior to August 31, 2011, then the entire Principal Amount will be due and payable on August 31, 2011 (the "Maturity Date").
·
If the Company has affected a Qualified Funding prior to August 31, 2011, then (i) an amount equal to the Qualified Funding will be due and payable within five (5) working days from the closing of the funding, and (ii) any unpaid Principal Amount will be due and payable on the Maturity Date.
·
A Qualified Funding means any debt or equity funding received by the Borrower (after deducting all fees),
excluding any funding provided by Redrock Capital Group and Redrock Capital Ventures, Ltd., or any of their respective subsidiaries.
·
Except for default interest, interest on the unpaid balance accrues at the rate of 6% payable on the Maturity Date,
·
Hua Hui at its option may convert the Convertible Note to common stock of the Company at a conversion price of RMB0.11
·
If there is a default in the payment after a Qualified Funding, then default interest will accrue on the amount of the Qualified Funding a rate of one percent (1%) per day until paid.
13
As the market price of the common shares was higher than the conversion price at the date of issuance, the company recognized a beneficial conversion feature as a discount to the convertible note. The beneficial conversion feature discount needs to be amortized using the effective interest method over the life of the convertible note of 18 months. The Company credited $79,185 to additional paid-in capital and debited the same amount to the discount to the convertible note on March 26, 2010. The amortization of discount on convertible notes was $13,652 for the three months ended March 31, 2011. The interest expense on the convertible note for the three months ended March 31, 2011 is $5,135. The amortization of discount on convertible notes was $27,146 for the six months ended March 31, 2011. The interest expense on the convertible note for the six months end March 31, 2011 was $10,127. Convertible note as of March 31, 2011 consists of the following:
|
| March 31, 2011 |
|
|
| September 30, 2010 | ||
|
| US$ |
|
|
| US$ | ||
|
|
| (Unaudited) |
|
|
|
| |
Face amount of convertible note payable |
|
| 343,222 |
|
|
| 336,663 | |
Discount representing the beneficial conversion feature |
|
| (79,185 | ) |
|
| (79,185) | |
Accumulated amortization of discount |
|
| 53,540 |
|
|
| 26,395 | |
|
|
| 317,577 |
|
|
| 283,873 | |
NOTE 7 — COMMITMENTS AND CONTINGENCIES
Commitments
We have entered into a building lease for our office located in Beijing. The lease is from September 27, 2010 to July 31, 2011. The lease expense for the period ended March 31, 2011 amounted to $8,112. Future minimum lease payments under non-cancellable operating lease agreements at March 31, 2011 were as follows:
Year ending |
| Amount |
|
| (Unaudited) |
September 30, 2011 | $ | 10,816 |
NOTE 8 —STOCKHOLDERS’ EQUITY
On June 22, 2010, the Company entered into an asset acquisition agreement (the “Acquisition Agreement”) with CIGE and its sole owner and director Ms. Wang, who is also NextMart’s Chairman and CEO. Under the terms of the Acquisition Agreement, NextMart is going to acquire from CIGE the Assets for an agreed price of $750,000 (the “Consideration”). NextMart paid the Consideration by issuing 75,000,000 shares of its common stock to Ms. Wang on July 8, 2010. As a result of this transaction, Ms. Wang is NextMart’s second largest shareholder with a 27.96% ownership of the company. As of March 31, 2011, the balance of subscription receivable was $750,000 due to the Company did not receive the assets from CIGE.
On October 24, 2010, the Company entered into a subscription agreement with Mr. Yang Lin under which the Company agreed to issue to Mr. Yang Lin 53,651,553 shares of its common stock at a price of $0.01 per share or a total of $536,516. On October 25, 2010 the Company received the funds from Mr.Yang Lin. The shares were issued to Mr. Yang Lin on November 17, 2010. After the transaction, Mr. Yang Lin owns 16.67% of the total issued and outstanding shares of the Company. Mr. Yang Lin used personal funds to acquire the shares of common stock.
On October 28, 2010, the Company entered into a subscription agreement with Mr. Xu Baiqun under which the Company agreed to issue to Mr. Xu Baiqun 14,979,254 shares of its common stock at a price of $0.01 per share which is a total of $149,793 or equivalent amount in RMB as determined by the Bank of China foreign exchange rate. The shares were issued to Mr. Xu Baiqun on November 17, 2010. After the transaction, Mr. Xu Baiqun owns 4.45% of the total issued and outstanding shares of the Company. On October 25, 2010 the Company received the funds from Mr. Xu Baiqun.
The cash fund received was mainly used to repay portion of the borrowings from Mr. Wu Bruno Zheng, our former Chairman and husband of our largest shareholder and the principal liabilities due to the creditors who originally held our convertible notes (See Note 4)
NOTE 9 — RELATED PARTIES TRANSACTIONS
14
We have the following transactions with related parties during the period ended March 31, 2011.
The amounts due to related parties are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
| March 31, 2011 |
| September 30, 2010 |
|
| US$ |
| US$ |
|
| (Unaudited) |
|
|
Redrock Thinktank (Group) Limited |
| 180,215 |
| 173,190 |
Wu Bruno Zheng |
| 539,549 |
| 620,581 |
China Grand Resort, Inc. |
| - |
| 2,225 |
|
| 719,764 |
| 795,996 |
The amounts of $180,215 and $539,549 as of March 31, 2011 due to Redrock Thinktank (Group) Limited and Wu Bruno, respectively are due on demand after one-year and bear no interest. The amounts due to Redrock Thinktank (Group) Limited and Mr. Wu Bruno Zheng were mainly used to make payments to investors who originally held our convertible notes.
NOTE 10 —ASSETS AND LIABILITIES HELD FOR SALE
In connection with the CIGE and Ms. Wang Yihan transaction effective on March 31, 2010, which was subsequently amended on May 10, 2010, NextMart agreed to transfer to CIGE the following assets: 1) 100% of the shares of William Brand Administer Ltd, a BVI registered company and a wholly owned subsidiary of NextMart; 100% of the shares of Credit Network 114 Limited, a BVI registered company and a wholly owned subsidiary of NextMart; 2) 100% of NextMart’s 60% shareholdings in Wuxi Sun Network Technology Ltd., a PRC registered company; 3) 100% of NextMart’s 80% shareholdings in Naixiu Exhibition Ltd., a PRC registered company; 4) the net assets of NextMart’s 100% owned subsidiary Cancer Institute of China Ltd (a BVI registered company) and its 100% owned subsidiary China Cancer Institute Beijing Ltd. (a PRC registered company). The net assets being sold do not include the subsidiaries cash, office furniture and equipment, and third party creditor’s rights and third party debts, which shall remain the subsidiary’s property and 5) any other net assets and liabilities belonging to NextMart, with the exception of its 3,000 shares of China Grand Resorts Inc. common stock and its remaining liability under the convertible bond settlement agreement.
These assets and liabilities had previously been sold to Beijing Hua Hui Investment Ltd. under a subscription and asset sale agreement dated August 1, 2009 (see the Company’s Form 8-K filing dated August 4, 2009), and which arrangement was subsequently rescinded on March 3, 2010. All considerations were returned to the delivering party. NextMart accounted for the termination by adding the sum value of the assets originally sold to Hua Hui back on to the Company's balance sheet and canceling the shares issued to Hua Hui such that the company's share count will not include the shares issued to Hua Hui.
Consequently, the following assets and liabilities, which reflect these businesses, have been segregated and included in assets and liabilities of held for sale operations, as appropriate, in the consolidated balance sheet as of March 31, 2011:
15
LIABILITIES |
|
|
|
| ||||
Accounts payable | $ | 657,981 | $ |
| 657,981 | |||
Other payables and accrued expenses |
| 415,378 |
|
| 409,122 | |||
Amount due to related parties |
| 1,897 |
|
| 1,897 | |||
Advance from customers |
| 383,512 |
|
| 383,512 | |||
Minority interests |
| (201,042) |
|
| (201,042) | |||
Total Liabilities | $ | 1,257,726 | $ |
| 1,251,470 | |||
NOTE 11— GOING CONCERN AND MANAGEMENT PLAN
The Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of March 31, 2011, the Company had an accumulated deficit totaling $100,691,457 and its current liabilities exceeded its current assets by $1,779,386. In addition, the Company was in default of the amendment to the Convertible Debt Settlement Agreement (See Note 4). In view of the matters described above, the appropriateness of the going concern basis is dependent upon continuing operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
As a result of the Company’s recent transactions with CIGE and Wang Yihan, as amended, its future business strategy is art event and art media direct marketing, direct sales of art products and art-themed luxury goods, and providing marketing and sales for art related real estate development projects. The Company plans to leverage the art event and art media advertising and marketing channels acquired in the Acquisition Agreement to offer unique art related marketing and advertising services targeting China’s wealthiest consumers.
On June 22, 2010 the Company also entered into a Strategic Agreement with its shareholder Sun Media Investment Holdings Ltd. (“SMIH”) and with Redrock Land Investment Ltd. (“Redrock Land”), an affiliate of the Company major shareholder Redrock Capital Venture Ltd. (“Redrock”). Redrock Land has agreed to provide NextMart a $1,000,000 interest free loan due on demand after one year. SMIH has agreed to provide NextMart with approximately $6,000,000 worth of advertising space over the next five years in various media outlets owned by it or its affiliates.
In addition to its arrangement with Redrock Land, the Company is actively pursuing additional funding and arrangements with third parties and potential strategic partners in an effort to fund its ongoing working capital requirements. The Company’s working capital requirements for the 12-month period of Fiscal Year 2011 is estimated at approximately $2 million. Management is hopeful that the above actions will allow the Company to continue its operations through the current fiscal year.
NOTE 12—SUBSEQUENT EVENTS
Management has considered all events occurring through the date the financial statements have been issued, and has determined that there are no such events that are material to the financial statements, or all such material events have been fully disclosed.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This quarterly report on Form 10Q contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements include statements other than historical information or statements of current condition, but instead represent only our belief regarding future events, many of which by their nature are inherently uncertain and outside of our control. Important factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to, those described in the section titled “Risk Factors” previously disclosed in our Annual Report on Form 10-K for the period ended September 30, 2010. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars.
As used in this annual report, the terms “we”, “us”, “our”, and “NXMR” mean NextMart, Inc. and its wholly-owned subsidiaries
Overview
Prior to fiscal year 2008, we had planned to develop an integrated online-offline direct sales platform for the ladies' apparel sector in China involving William Brand Administer Co. Ltd. However, our business and business strategy were adversely impacted in a material manner due to the appreciation of the Chinese currency (Yuan) against the US dollar (which resulted in US consumers paying higher prices for products manufactured in China), coupled with an already weak US retail market. Accordingly, we were unable to meet our projected operating results and milestones for the various periods. The lack of operating results adversely impacted our stock price during the applicable periods. Due to the depressed price of our common stock together with the overall world-wide financial market turmoil, we were unable to raise the necessary funds to support our expansion strategy. Consequently in May 2008, we determined to change our business focus initially attempting to focus on the financial advisory/direct investments, and thereafter, redirecting this focus towards the healthcare industry in China. Following our transaction with Hua Hui in August 2009, our business strategy was to develop a network of upscale, private member health clubs in the PRC. However as noted above, on March 3, 2009 the Company and Hua Hui rescinded the transaction.
As a result of our recent transaction with CIGE and Ms. Wang Yihan, as amended, our future business strategy is art event and art media direct marketing, direct sales of art products and art-themed luxury goods, and marketing and sales for art related real estate development projects. (Please refer to a detailed description of our proposed business contained in our Form 8-K filing dated June 23, 2010, as amended on July 1, 2010). As mentioned herein, we intend to capitalize on our CIGE relationship as well as the experience, brand recognition, and resource integration capacities of our major shareholders, including Ms. Wang, Redrock Capital Venture, Ltd., and Sun Media Investment Holdings Limited. We will begin developing our business in 2011 by launching the “Artslux” branded products.
Going forward, our business operations will include: art event and art media direct marketing; design and marketing of art-themed products lines created for existing luxury and high-end goods and brands and art themed real estate developments
On or about October 25, 2010, the Company completed a transaction with Mr. Yang Lin under which the Company issued to Mr. Yang Lin 53,651,553 shares of its common stock at a price of $0.01 per share or a total of $536,516. Mr. Yang Lin currently owns 15.93% of the total issued and outstanding shares of the Company.
On or about October 28, 2010, the Company completed a transaction with Mr. Xu Baiqun under which the Company issued to Mr. Xu Baiqun 14,979,254 shares of its common stock at a price of $0.01 per share which is a total of $149,793 or equivalent amount in RMB as determined by the Bank of China foreign exchange rate. Mr. Xu Baiqun currently owns 4.45% of the total issued and outstanding shares of the Company.
We remind investors that our plans to re-focus our business to participate in the art and high-end industry in China are subject to substantial risks and uncertainties. We have not made substantial progress in reaching our objectives. We can not predict whether we will be successful in identifying, selecting and investing in business, technologies, or treatments that will prove successful in our new
17
business efforts. Our efforts will be subject to our ability to raise additional funds (which in turn will cause dilution to existing stockholders), formal agreements with numerous parties, and various approvals. Therefore, we can not predict with certainty whether we will be successful in our re-structuring efforts and the exact combination of efforts required to achieve success.
Results of Operations
Three Months Ended March 31, 2011 compared with Three Months Ended March 31, 2010
The following discussion reflects our results from operations for the three months ended March 31, 2011 compared with the three months ended March 31, 2010. Although there are no revenues from the sale of luxury goods and services for the three months ended March 31, 2011, we will continue to maintain the luxury sales business for the foreseeable future. However, it is not expected to be a significant focus of future business efforts.
Operating Expenses. Our operating expenses (which includes general and administrative expenses, depreciation and amortization and consulting and professional fees) for the three months ended March 31, 2011 and 2010 were $25,866 and $77,430, respectively. General and administrative expenses were $12,560 for the three months ended March 31, 2011, a decrease of $19,028 or 60% from $31,588 for the comparable period in 2010. The decrease was due to reduced salaries and related expenses at our corporate office due to our scaled down operations. Depreciation and amortization were $52 and $0 for the three months ended March 31, 2011 and 2010, respectively. Consulting and professional fees were $13,254 for the three months ended March 31, 2011, a decrease of $32,588 or 71% from $45,842 for the comparable period in 2010. The reduction in consulting and professional fees for the current period also reflects our scaled down operations.
Other income (expense). For the three months ended March 31, 2011, we had interest expenses of $5,135 compared with interest expenses of $3,747 for the comparable period in 2010. We had an amortization on convertible notes of $13,652 and a loss from marketable securities of $120,000 for the three months ended March 31, 2011 and did not have similar charges of the comparable period in 2010.We had an impairment loss of assets held for sale of $5,670,506 and a gain on disposal of fixed assets of $165 during the 2010 period and we did not have these items for the comparable period for 2011.
Loss from continuing operations before income tax expense. Our loss from operations for the three months ended March 31, 2011 and 2010 was $164,653 and $5,751,518 respectively. The difference was due to the reasons discussed above.
Loss from the operations held for sale. We had a loss from the sale of operations of $352,368 for the three months ended March 31, 2010 and we did not have such item in 2011.
Other Comprehensive income (loss). We had a foreign currency translation adjustment loss of $4,673 for the three months ended March 31, 2011 compared with a translation income of $7,431 for the comparable period in 2010. The difference is due to the value of the US dollar in comparison to the RMB and HK dollar. We had an unrealized gain of $ 119,400 and unrealized loss of $0 for the three months ended March 31, 2011 and 2010, respectively, due to the recognition of the loss of marketable securities held during the period.
Total Comprehensive Loss. For the three months ended March 31, 2011, we had a comprehensive loss of $49,926 compared with a comprehensive loss of $6,096,455 for the comparable period in 2010.
Six Months Ended March 31, 2011compared with Six Months Ended March 31, 2010
The following discussion reflects our results from operations for the six months ended March 31, 2011compared with the six months ended March 31, 2010. Although there are no revenues from the sale of luxury goods and services for the 2011 first quarter, we will continue to maintain the luxury sales business for the foreseeable future, however, it is not expected to be a significant focus of future business efforts.
Operating Expenses. Our operating expenses (which includes general and administrative expenses, depreciation and amortization and consulting and professional fees) for the six months ended March 31, 2011 and 2010 were $110,601 and $155,475, respectively. General and administrative expenses were $24,716 for the six months ended March 31, 2011, a decrease of $46,442or 65% from $71,158 for the comparable period in 2010. The decrease was due to reduced salaries and related expenses at our corporate office due to our scaled down operations. Depreciation and amortization were $52 and $195, for the six months ended March 31, 2011 and 2010, respectively. Consulting and professional fees were $85,833 for the six months ended March 31, 2011, an increase of $1,711 or 2%
18
from $84,122 for the comparable period in 2010. As stated above, the reduction in consulting and professional fees for the current period also reflect our scaled down operations.
Other income (expense). For the six months ended March 31, 2011, we had interest expenses of $10,127 compared with interest expense of $8,062 for the comparable period in 2010. We had an amortization on convertible notes of $27,146 for the six months ended March 31, 2011 compared with the similar charges of $0 for the comparable period in 2010. We had a loss from marketable securities of $120,000 and the other expense of $136 for the six months ended March 31, 2011 and did not have similar charges of the comparable period in 2010. We had a gain on disposal of assets of $165 and an impairment loss of assets held for sales of $5,670,506 for the six months ended March 31, 2010 and did not have the similar charges for the comparable period in 2011.
Loss from operations before income tax expense. Our loss from operations for the six months ended March 31, 2011 and 2010 was $268,010 and $5,833,878 respectively. The difference was due to the reasons discussed above.
Loss from the operations held for sale. We had a loss from operation held for sales of $352,368 for the six months ended March 31, 2010 and did not have the similar charges of the comparable period in 2011.
Other Comprehensive income (loss). We had a foreign currency translation adjustment loss of $12,250 for the six months ended March 31, 2011 compared with a translation gain of $6,625 for the comparable period in 2010. The difference is due to the value of the US dollar in comparison to the RMB and HK dollar. We had an unrealized gain of $119,100 for the six months ended March 31, 2011due to the recognition of the loss of marketable securities held during the period and an unrealized loss of $11,520 f for the six months ended March 31, 2010 due to the change of the fair value of the marketable securities held during the period.
Total Comprehensive Loss. For the six months ended March 31, 2011, we had a comprehensive loss of $161,160 compared with a comprehensive loss of $6,191,141 for the comparable period in 2010.
Liquidity and Capital Resources.
We have financed our operations primarily through cash generated from equity investments, operating activities and a mixture of short and long-term loans from affiliates (some of which have been converted to equity) and non-affiliates.
The following table summarizes our cash flows for the six months ended March 31, 2011 and 2010:
|
|
|
| For the Six Months Ended March 31, | |
| 2011 | 2010 |
| US $ | US $ |
| (Unaudited) | (Unaudited) |
Net cash (used in) provided by operating activities | (110,430) | 81,237 |
Net cash (used in) provided by investing activities | (651) | 49,072 |
Net cash provided by (used in) financing activities | 112,309 | (167,160) |
Net effect of exchange rate fluctuations on cash and cash equivalents | 1,700 | 3,160 |
Net increase (decrease) in cash and cash equivalents | 2,928 | (33,691) |
Cash and cash equivalents at beginning of period | 12,912 | 34,958 |
Cash and cash equivalents at end of period | 15,840 | 931 |
As of March 31, 2011, we had total assets of $1,377,741, total liabilities of $3,094,505 and a working capital deficit of $1,779,386.
On October 22, 2010, an amendment to convertible debt settlement agreement was made. Pursuant to such amendment, the Company was required to pay $500,000 no later than 5 business days following the execution of the amendment, and the payment for the remaining balance of $627,126 is extended to March 1, 2011. As of March 31, 2011 the Company has paid the $500,000 principal amount in full. The remaining outstanding balance is $627,126, we are in default of the amendment as of March 31, 2011.
19
We continue to experience significant losses from operations. We are uncertain as to when we will achieve profitable operations. We have an immediate need for capital to conduct our ongoing operations and to advance the planned venture investment strategy. Our independent auditors included an explanatory paragraph in their report on the accompanying consolidated financial statements regarding concerns about our ability to continue as a going concern. As of March 31, 2010, we had working capital deficiency of $1,779,386; we had a net loss of $268,010 for the six months ended March 31, 2011. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
We expect that the total costs for the Company’s branded Artslux products and services will be approximately $250,000 for the operation in the 12-months period of fiscal 2011. Of the $250,000 amount, it is estimated that $190,000 will be allocated to cost of sales and $60,000 will be allocated to G&A expenses including marketing and logistics for services, rent, salaries, office expenses, and miscellaneous expenses. The Company expects that a substantial portion of the required costs will be funded by the Redrock Land loan. We initially expected revenues from our marketing efforts for our Artslux products and services would commence in the second calendar quarter of 2011, however, we now believe that revenues from such efforts will commence at the end of the fourth calendar quarter of 2011. We also believe that such revenues, along with the Redrock Land loan, will enable the Company to fund this aspect of its operations for the remaining of the year. The delay in the business has been due to ongoing negotiations and discussions with potential partners that have progressed slower than originally expected. Based on the current progress, the Company now believes that revenues from our marketing efforts will begin later in the fourth calendar quarter of 2011.
We originally expected the total costs for the company’s design and marketing of Artslux products and services would approximate $570,000 for 12-months of operations during fiscal 2011. Based on our new assessment of the business, we currently are re-evaluating are assessing this business and expect to have more definitive plans during the third calendar quarter of year 2011.
We cannot provide assurances that we will be successful in our efforts to enhance our liquidity. If we are unable to raise sufficient funds to meet our cash requirements as described above, we may be required to curtail, suspend, or discontinue our current and/or proposed operations. Our inability to raise additional funds as described above may forced us to restructure, file for bankruptcy, sell assets or cease operations, any of which could adversely impact our business and business strategy, and the value of our capital stock. Due to the current price of our common stock, any common stock based financing will create significant dilution to the then existing stockholders. In addition, in order to conserve capital and to provide incentives for our employees and service providers, it is conceivable that we may issue stock for services in the future which also may create significant dilution to existing stockholders.
Contractual Obligations
The majority of our operations are in China, where we have leased an office in Beijing. Our Beijing office consists of 90 square meters. The lease extends for a period of three years terminating on July 31, 2011. Our monthly rent is $33,200. We believe that our existing facilities are adequate to meet our current requirements, and that future growth can be accommodated by leasing additional or alternative space.
New Accounting Pronouncements
Accounting standards that have been issued or proposed by FASB recently are not applicable to the Company.
Off-Balance Sheet Commitments and Arrangements
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as stockholder’s equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
Application of Critical Accounting Policies
Our significant accounting policies are described in Note 1 to our audited consolidated financial statements previously included in our Annual Report on Form 10-K for the year ended September 30, 2010. We prepare our financial statements in conformity with U.S. GAAP, which requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
20
disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the financial reporting period.
Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements as their application places the most significant demand on our management’s judgment.
Revenue Recognition
We generate revenue through consulting services and recognize such revenues from consulting services in accordance with ASC No. 605, “Revenue Recognition,” when all of the following conditions exist: persuasive evidence of an arrangement exists in the form of providing consulting services; or services have been rendered; the Company’s consulting fee received from the clients is fixed or determinable pursuant to the terms of the consulting agreement and these amounts appear to be collectible.
Income Taxes
We account for income taxes under the provisions of ASC No. 740, "Accounting for Income Taxes," as described in Note 8 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the period ended September 30, 2010. We record a valuation allowance to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized. In the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of their recorded amount, an adjustment to our deferred tax assets would increase our income in the period such determination was made. Likewise, if we determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to our deferred tax assets would be charged to our income in the period such determination is made. We record income tax expense on our taxable income using the balance sheet liability method at the effective rate applicable in China in our consolidated statements of operations and comprehensive income.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
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) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2011 and identified the material weaknesses described below. On our Annual Report on Form 10-K for the fiscal year ended September 30, 2010, we reported these material weaknesses which continue to be material weakness as of March 31, 2011. Based on that evaluation, we concluded that, because of the material weaknesses described below, as of March 31, 2011, our disclosure controls and procedures were ineffective.
· Lack of Internal Audit Function - We lack qualified resources to perform our internal audit functions properly. In addition, we have not yet fully developed the scope and effectiveness of our internal audit function.
· Insufficient U.S. GAAP Accounting Skills and Experience - We found that our accounting staff lacked sufficient accounting skills and experience necessary to fulfill our public reporting obligations according to U.S. GAAP and the SEC’s rules and regulations.
At the present time, we are currently developing our art related business. Thus, our current operations and financial transactions are limited. At such time as business develops, we intend to hire additional personnel with sufficient US GAAP Accounting Skills and Experience to fulfill our public reporting obligations according to U.S. GAAP and the SEC’s rules and regulations. In addition, as the
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Company’s business develops, it also will begin searching and negotiating with several qualified candidates to serve as the audit committee members so as to establish an audit committee within the Board of Directors of the Company.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Management remains committed to improving its internal control over financial reporting and will continue to work to put effective controls in place.
Changes in Internal Control over Financial Reporting
Other than described above there were no changes in our internal controls over financial reporting during the three months and the six months ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K.
(a) Exhibits
31.1 Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| NextMart, Inc. | |
Date: May 23, 2011 |
| /s/ Wang Yihan |
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| Wang Yihan |
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| Chief Executive Officer |
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Date: May 23, 2011 | By: | /s/ Carla Zhou |
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| Carla Zhou Chief Financial Officer |
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