UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10 - Q
(Mark One) |
[ x ] |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the
quarterly period ended December 31, 2008 |
[ ] |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: [ ]
ASIARIM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Nevada |
83-0500896 |
(State
or Other Jurisdiction of Incorporation or Organization) |
(IRS
Employer Identification No.) |
|
|
Suite
1601, 16F, Jie Yang Building, 271 Lockhart Road, Wanchai, Hong Kong |
n/a |
(Address
of Principal Executive Offices) |
(Zip
Code) |
+1 360 7173641
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former
Fiscal Year if Changed Since Last Report)
Indicate by check 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 past 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 [ x ] No [ ]
Indicate by check whether
the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer
or a smaller reporting company. See the definitions of"large accelerated filer,"
"accelerated filer" and"small reporting company" in Rule 12b-2 of the
Exchange Act. (check one) |
Large Accelerated Filer [ ]
Accelerated Filer [ ] Non-Accelerated Filer [ ] Smaller Reporting
Company [ x ]
Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |
Yes [ x ] No [ ]
The number of common equity
shares outstanding as of January 31, 2009 was 11,020,000 shares of Common Stock, $0.001
par value. |
INDEX
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Page |
PART I.
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
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Condensed Balance Sheet - December 31, 2008
(Unaudited)
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3 |
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Condensed Statements of Operations - Three Months
ended December 31, 2008 and from June 15, 2007 (Inception) to December 31, 2008
(Unaudited)
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4 |
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Condensed Statement of Stockholders' Equity / (Deficit)
- From June 15, 2007 (Inception) to December 31, 2008 (Unaudited)
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5 |
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Condensed Statements of Cash Flows - Three Months
ended December 31, 2008 and from June 15, 2007 (Inception) to December 31, 2008
(Unaudited)
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6 |
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Notes to Condensed Financial Statements
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7-12 |
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Item 2. |
Management's Discussion
and Analysis of Financial Condition and Results of Operations |
14-19 |
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Item 3. |
Quantitative and
Qualitative Disclosure About Market Risk |
21 |
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Item 4. |
Controls and Procedures |
21 |
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PART II.
OTHER INFORMATION |
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Item 1 |
Legal Proceedings |
22 |
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Item 2 |
Unregistered Sales of
Equity Securities and Use of Proceeds |
22 |
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Item 3 |
Defaults Upon Senior
Securities |
22 |
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Item 4 |
Submission of Matters
to a Vote of Security Holders |
22 |
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Item 5 |
Other Matters |
22 |
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Item 6. |
Exhibits |
22 |
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23 |
SIGNATURES |
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PART I - FINANCIAL INFORMATION
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONDENSED BALANCE SHEET |
AS AT DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
Note |
|
December 31,
2008 |
|
September 30,
2008 |
|
|
|
(Unaudited) |
|
(Audited) |
ASSETS |
|
|
|
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Current assets: |
|
|
|
|
|
Cash and cash equivalents |
|
$ |
5,802 |
$ |
1,152 |
Accounts receivable |
|
|
17,092 |
|
17,592 |
Prepaid expenses |
|
|
- |
|
4,597 |
|
|
|
-------------------- |
|
------------------- |
Total assets |
|
$ |
22,894 |
$ |
23,341 |
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============ |
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=========== |
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LIABILITIES AND
STOCKHOLDERS' EQUITY |
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Current liabilities: |
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|
|
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Other payable |
|
$ |
- |
$ |
5,000 |
Accrual expenses |
|
|
4,861 |
|
2,500 |
Amount due to a director |
|
|
10,594 |
|
4,594 |
|
|
|
------------------- |
|
------------------- |
Total current
liabilities |
|
|
15,455 |
|
12,094 |
|
|
|
------------------- |
|
------------------- |
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Stockholders' equity: |
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Common stock, $0.001 par value, 75,000,000 shares |
|
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authorized; 11,020,000 shares issued and outstanding |
|
|
11,000 |
|
11,000 |
Additional paid up capital |
|
|
9,200 |
|
9,200 |
Deficit accumulated during the development stage |
|
|
(12,761) |
|
(8,953) |
|
|
|
------------------- |
|
------------------- |
Total
stockholders' equity |
|
|
7,439 |
|
11,247 |
|
|
|
------------------- |
|
------------------- |
Total liabilities
and stockholders' equity |
|
$ |
22,894 |
$ |
23,341 |
|
|
|
============ |
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=========== |
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See accompanying notes to the financial
statements
3
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONDENSED STATEMENTS OF OPERATIONS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
AND FOR THE PERIOD FROM JUNE 15, 2007
(INCEPTION) TO DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
|
|
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For the Period |
|
|
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For the Three |
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from June 15, |
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Months Ended |
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2007 (Inception) |
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December 31, |
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to December 31, |
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2008 |
|
2008 |
|
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|
|
---------------------- |
|
---------------------- |
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Net Revenues |
|
|
$ |
7,500 |
$ |
46,760 |
Cost of Revenues |
|
|
|
3,000 |
|
15,000 |
|
|
|
|
---------------------- |
|
---------------------- |
Gross Profits |
|
|
|
4,500 |
|
31,760 |
|
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|
|
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Other General and Administrative
Expenses |
|
|
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8,307 |
|
44,119 |
|
|
|
|
---------------------- |
|
---------------------- |
Loss from Operations |
|
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|
(3,807) |
|
(12,359) |
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Other Expenses |
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Interests |
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|
1 |
|
402 |
|
|
|
|
---------------------- |
|
---------------------- |
Net Loss |
|
|
$ |
(3,808) |
$ |
(12,761) |
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============= |
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============= |
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Weighted Average Basic and
Diluted
Shares Outstanding |
|
|
|
11,020,000 |
|
10,861,805 |
|
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============= |
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============= |
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Profit/ (Loss) Per Share
- basic and diluted |
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$ |
0.00 |
$ |
(0.00) |
|
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============= |
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============= |
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*Basic and diluted weighted average number of
shares is the same since the Company does not have any dilutive securities
See accompanying notes to the financial
statements
4
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
STATEMENT OF STOCKHOLDERS' EQUITY /
(DEFICIT) |
FOR THE PERIOD FROM JUNE 15, 2007
(INCEPTION) TO DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
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Deficit
|
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accumulated
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Common stock |
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Additional
|
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during
the |
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Total
|
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-------------------------------- |
|
paid-in
|
|
development
|
|
stockholders' |
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Shares
|
|
Amount
|
|
capital
|
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stage
|
|
equity/(deficit)
|
|
|
|
|
---------------- |
|
---------------- |
|
---------------- |
|
---------------- |
|
--------------- |
Balance
at June 15, 2007 |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
|
(inception) |
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Issuance
of founder shares for |
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cash at
$0.001 per share - |
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June 20,
2007 |
10,000,000 |
|
10,000 |
|
- |
|
- |
|
10,000 |
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Sale of
shares for cash at $0.01 |
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per
share - July 15, 2007 |
1,000,000 |
|
1,000 |
|
9,000 |
|
- |
|
10,000 |
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Net loss |
- |
|
- |
|
- |
|
(16,317) |
|
(16,317) |
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---------------- |
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---------------- |
|
---------------- |
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---------------- |
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--------------- |
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Balance
at September 30, 2007 |
11,000,000 |
$ |
11,000 |
$ |
9,000 |
$ |
(16,317) |
$ |
3,683 |
|
|
|
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|
|
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Issuance
of shares for services at $0.01 per share - September 26, 2008 |
20,000 |
|
- |
|
200 |
|
- |
|
200 |
Net
profit |
- |
|
- |
|
- |
|
7,364 |
|
7,364 |
|
---------------- |
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---------------- |
|
---------------- |
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---------------- |
|
--------------- |
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Balance
at September 30, 2008 |
11,020,000 |
$ |
11,000 |
$ |
9,200 |
$ |
(8,953) |
$ |
11,247 |
|
|
|
|
|
|
|
|
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Net loss |
- |
|
- |
|
- |
|
(3,808) |
|
(3,808) |
|
---------------- |
|
---------------- |
|
---------------- |
|
---------------- |
|
--------------- |
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|
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Balance
at December 31, 2008 |
11,020,000 |
$ |
11,000 |
$ |
9,200 |
$ |
(12,761) |
$ |
7,439 |
|
========= |
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========= |
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========= |
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========= |
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======== |
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5
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONDENSED STATEMENTS OF CASH FLOWS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008
AND FROM JUNE 15, 2007 (INCEPTION) TO
DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
|
|
For the Period |
|
|
For the Three |
|
from June 15, 2007 |
|
|
Months Ended |
|
(Inception) to |
|
|
December 31, 2008 |
|
December 31, 2008 |
|
|
----------------------- |
|
------------------------ |
|
|
|
|
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Cash Flows from Operating
Activities: |
|
|
|
|
Net Loss |
$ |
(3,808) |
$ |
(12,761) |
|
|
|
|
|
Common stock issuance for
services |
|
- |
|
200 |
|
|
|
|
|
Adjustments to Reconcile Net Loss
to Net Cash Used |
|
|
|
|
in Operating Activities: |
|
|
|
|
Changes in Assets and
Liabilities: |
|
|
|
|
Decrease / (Increase) in
Accounts Receivable |
|
500 |
|
(17,092) |
Decrease in Prepaid
Expenses |
|
4,597 |
|
- |
Increase in Accrued
Expenses |
|
2,361 |
|
4,861 |
Decrease in Other payable |
|
(5,000) |
|
- |
Increase in Due to a
Director |
|
6,000 |
|
10,594 |
|
|
------------------- |
|
------------------- |
|
|
|
|
|
Net Cash Used in Operating Activities |
|
4,650 |
|
(14,198) |
|
|
------------------- |
|
------------------- |
|
|
|
|
|
Cash Flows from Investing
Activities: |
|
- |
|
- |
|
|
------------------- |
|
------------------- |
|
|
|
|
|
Cash Flows from Financing
Activities: |
|
|
|
|
Proceeds from Sale of
Common Stock |
|
- |
|
20,000 |
|
|
------------------- |
|
------------------- |
Net Cash Provided by Financing Activities |
|
- |
|
20,000 |
|
|
------------------- |
|
------------------- |
Increase in Cash |
|
4,650 |
|
5,802 |
|
|
|
|
|
Cash - Beginning of Period |
|
1,152 |
|
- |
|
|
------------------- |
|
------------------- |
Cash - End of Period |
$ |
5,802 |
$ |
5,802 |
|
|
============ |
|
============ |
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|
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Supplemental Disclosures of Cash
Flow Information: |
|
|
|
|
Interest Paid |
$ |
1 |
$ |
402 |
|
|
============ |
|
============ |
Income Taxes Paid |
$ |
- |
$ |
- |
|
|
============ |
|
============ |
See accompanying notes to the financial
statements
6
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONDENSED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
Asiarim Corporation (the "Company") is a Nevada corporation, incorporated
on June 15, 2007. The Company is currently a development stage enterprise, as defined by
Statement of Financial Accounting Standard ("SFAS") NO. 7"Accounting and
Reporting for Enterprises in the Development Stage". The Company's office is located
in Hong Kong, China and its principal businesses are to provide business consulting
services and the manufacture and sale of consumer electronic products.
|
|
As of December 31, 2008, the Company has commenced its operations in the business
consulting services and has recorded revenue. Subsequent to the balance sheet date, on
January 5, 2009 the Company entered into a joint venture agreement to manufacture,
distribute and sale of certain computer products under the brand name
of"Commodore". The consumer electronics business is expected to commence in
February 2009.
|
2.
|
UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN
|
|
The Company's 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. The Company has
not generated significant revenues since inception and has never paid any dividends and is
unlikely to pay dividends or generate significant earnings in the immediate or foreseeable
future. The continuation of the Company as a going concern is dependent upon the ability
of the Company to obtain necessary equity financing to continue operations and the
attainment of profitable operations.
|
|
As of December 31, 2008, the Company has generated modest revenue and has incurred
an accumulated deficit since inception totaling $12,761 at December 31, 2008 and its
current assets exceed its current liabilities by $7,439. These financial statements do not
include any adjustments relating to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should the Company
be unable to continue as a going concern. These factors noted above raise substantial
doubts regarding the Company's ability to continue as a going concern.
|
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS
|
|
The accompanying unaudited interim financial statements have been prepared in
accordance with accounting principals generally accepted in the United States of America
and the rules of the U.S. Securities and Exchange Commission, and should be read in
conjunction with the audited financial statements and notes thereto for the year ended
September 30, 2008. They do not include all information and footnotes required by
accounting principles generally accepted in the United States of America for complete
financial statements. However, except as disclosed herein, there has been no material
change in the information disclosed in the notes to the financial statements for the year
ended September 30, 2008 included in the Company Form 10-K filed with the Securities and
Exchange Commission. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation of financial position and
results of operations for the interim period presented have been included. Operating
results for the interim period are not necessary indicative of the results that may be
expected for the respective full year.
|
7
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONDENSED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)
|
|
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates.
|
|
Basic and Diluted Net Income (Loss) Per Share
|
|
The Company computes net income (loss) per share in accordance with SFAS No.
128."Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted earnings per Share (EPS) on the face of the income statement. Basic EPS is
computed by dividing net income (loss) available to common shareholders (numerator) by the
weighted average number of shares outstanding (denominator) during the period. Diluted EPS
gives effect to all dilutive potential common shares outstanding during the period using
the treasury stock method and convertible preferred stock using the if-converted method.
In computing diluted EPS, the average stock price for the period is used in determining
the number of shares assumed to be purchased from the exercise of stock options or
warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti
dilutive.
|
|
Fair Value of Financial Instruments
|
|
Statement of financial accounting standard No. 107, Disclosures about fair value of
financial instruments, requires that the Company disclose estimated fair values of
financial instruments. Unless otherwise indicated, the fair values of all reported assets
and liabilities, which represent financial instruments, none of which are held for trading
purposes, approximate are carrying values of such amounts.
|
|
Cash and Cash Equivalents
|
|
The Company considers all liquid investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.
|
|
Website Development Costs
|
|
The Company recognizes the costs associated with developing a website in accordance
with the American Institute of Certified Public Accountants ("AICPA") Statement
of Position ("SOP") NO. 98-1,"Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use". Relating to website development costs the
Company follows the guidance pursuant to the Emerging Issues Task Force (EITF)
NO.00-2,"Accounting for Website Development Costs".
|
|
Costs associated with the website consist primarily of website development costs
paid to third party. These capitalized costs will be amortized based on their estimated
useful life over three years upon the website becoming operational. Internal costs related
to the development of website content will be charged to operations as incurred.
|
8
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONDENSED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)
|
|
The Company accounts for income taxes under SFAS 109,"Accounting for Income
Taxes." Under the asset and liability method of SFAS 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to differences
between the financial statements carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Under SFAS 109, the
effect on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period the enactment occurs. A valuation allowance is provided for
certain deferred tax assets if it is more likely than not that the Company will not
realize tax assets through future operations.
|
|
Foreign Currency Translation
|
|
The Company's functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies are translated in
accordance with SFAS no. 52"Foreign Currency Translation" using the exchange
rate prevailing at the balance sheet date. Gains and losses arising on translation or
settlement of foreign currency denominated transactions or balances are included in the
determination of income. Foreign currency transactions are primarily undertaken in Hong
Kong dollars. The Company has not, to the date of these financial statements, entered into
derivative instruments to offset the impact of foreign currency fluctuations.
|
|
SFAS No. 123 prescribes accounting and reporting standards for all stock-based
compensation plans, including employee stock options, restricted stock, employee stock
purchase plans and stock appreciation rights. SFAS No. 123 requires compensation expense
to be recorded (i) using the new fair value method or (ii) using the existing accounting
rules prescribed by Accounting Principles Board Opinion No. 25,"Accounting for stock
issued to employees" (APB 25) and related interpretations with proforma disclosure of
what net income and earnings per share would have been had the Company adopted the new
fair value method. The Company has chosen to account for stock-based compensation using
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" and has adopted the disclosure only provisions of SFAS 123. Accordingly,
compensation cost for stock options is measured as the excess, if any, of the quoted
market price of the Company's stock at the date of the grant over the amount an employee
is required to pay for the stock. The Company has not issued any stock or share based
payments since its inception.
|
|
The Company accounts for stock-based compensation issued to non-employees and
consultants in accordance with the provisions of SFAS 123 and the Emerging Issues Task
Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity
Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with
Selling, Goods or Services". Valuation of shares for services is based on the
estimated fair market value of the services performed.
|
9
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONDENSED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)
|
|
Issuance of shares for service
|
|
The Company accounts for the issuance of equity instruments to acquire goods and
services based on the fair value of the goods and services or the fair value of the equity
instrument at the time of issuance, whichever is more reliably measurable.
|
|
The Company recognizes its revenue in accordance with the Securities and Exchange
Commissions ("SEC") Staff Accounting Bulletin No. 104,"Revenue Recognition
in Financial Statements" ("SAB 104"). Revenue is recognized upon shipment,
provided that evidence of an arrangement exists, title and risk of loss have passed to the
customer, fees are fixed or determinable and collection of the related receivable is
reasonably assured. Revenue is recorded net of estimated product returns, which is based
upon the Company's return policy, sales agreements, management estimates of potential
future product returns related to current period revenue, current economic trends, changes
in customer composition and historical experience.
|
10
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONDENSED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)
|
|
In February 2007, FASB issued Statement of Financial Accounting Standards No.
("SFAS") 159,"The Fair Value Option for Financial Assets and Financial
Liabilities - Including an Amendment of FASB Statement No. 115" ("SFAS
159"). SFAS 159 permits entities to choose to measure many financial instruments and
certain other items at fair value. Entities that elect the fair value option will report
unrealized gains and losses in earnings at each subsequent reporting date. The fair value
option may be elected on an instrument-by-instrument basis, with a few exceptions. SFAS
159 also establishes presentation and disclosure requirements to facilitate comparisons
between entities that choose different measurement attributes for similar assets and
liabilities. The requirements of SFAS 159 are effective for our fiscal year beginning on
January 1, 2008. The Company does not anticipate that the adoption of this standard will
have a material impact on these consolidated financial statements.
|
|
In December 2007, the SEC issued Staff Accounting Bulletin No. 110 ("SAB
110"). SAB 110 permits companies to continue to use the simplified method, under
certain circumstances, in estimating the expected term of"plain vanilla" options
beyond December 31, 2007. SAB 110 updates guidance provided in SAB 107 that previously
stated that the Staff would not expect a company to use the simplified method for share
option grants after December 31, 2007. Adoption of SAB 110 is not expected to have a
material impact on the Company's consolidated financial statements.
|
|
In December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 160, "Noncontrolling Interests
in Consolidated Financial Statements, an amendment of ARB No. 51". SFAS 160
establishes accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal
years, and interim periods within those fiscal years, beginning on or after December 15,
2008. As such, the Company is required to adopt these provisions at the beginning of the
fiscal year ended December 31, 2009. The Company is currently evaluating the impact of
SFAS 160 on its consolidated financial statements but does not expect it to have a
material effect.
|
11
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONDENSED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)
|
|
Recent Pronouncements (continued)
|
|
In December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 141(R), "Business
Combinations". SFAS 141(R) establishes principles and requirements for how the
acquirer recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, an any noncontrolling interest in the acquiree,
recognizes and measures the goodwill acquired in the business combination or a gain from a
bargain purchase, and determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the business
combination. SFAS 141(R) is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008. As such, the Company is required to
adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The
Company is currently evaluating the impact of SFAS 141(R) on its consolidated financial
statements but does not expect it to have a material effect.
In March 2008, The Financial Accounting
Standards Board ("FASB") issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities. The new standard is intended to improve financial
reporting about derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an entity's
financial position, financial performance, and cash flows. It is effective for financial
statements issued for fiscal years and interim periods beginning after November 15, 2008,
with early application encouraged. The adoption of SFAS No. 161 is not expected to have a
material effect on our consolidated financial position, results of operation or cash
flows. |
|
As of December 31, 2008, the Company has 75,000,000 shares authorized and 11,020,000 shares issued and outstanding. There were no shares issued during the three months ended December 31, 2008.
|
5.
|
RELATED PARTY TRANSACTIONS
|
|
During the three months ended December 31, 2008 and for the period from June 15,
2007 (date of inception) to December 31, 2008, the President received $3,000, and $15,000
respectively for his services as consultant to the Company.
|
|
During the period from June 15, 2007 (date of inception) to December 31, 2008 the
Director subscribed for 4,500,000 shares in the Company at $0.001 per share for a total
amount of $4,500.
|
|
As of December 31, 2008 and September 30, 2008, the amount due to a director was
$10,594 and $4,594, respectively. The amount due to a director is unsecured, non-interest
bearing and payable on demand.
|
12
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONDENSED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
On January 5, 2009 the Company entered into a joint venture agreement with CIC
EUROPE HOLDING B.V., a subsidiary of Commodore International Corporation ("CIC")
to form a 50/50 joint venture company named Commodore Asia Holdings Limited
("CAH") to facilitate the manufacturing and distribution of computer products
under the brand name of"Commodore" for the territories of Asia and Africa. Under
the terms of the joint venture agreement and exclusive trademark license agreement, CIC
will contribute the exclusive license brand to Asia and Africa for a period of 5 years
plus an automatic extension of a further 5 years, and the Company will contribute up to a
maximum of USD7 million. CIC shall also have the right to exchange its 50% interests in
the joint venture for 50% interests in the Company, subject to the joint venture company
achieving certain sales conditions. The joint venture company shall be responsible for
providing sourcing and development of new products for CIC and its affiliates worldwide,
and the market and distribution of Commodore branded products in Asia and Africa. In the
opinion of the directors of the Company, CAH is considered a subsidiary of the Company as
it has the control over the board of CAH.
|
13
Item 2. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
As used in this Form 10-Q, references to the "Company," "we,"
"our" or "us" refer to Asiarim Corporation, unless the context
otherwise indicates.
|
Forward-Looking Statements |
This Current Quarterly Report contains forward-looking information. Forward-looking
information includes statements relating to future actions, acceptance in the marketplace
of our products, payment of our outstanding obligations, future performance, costs and
expenses, interest rates, outcome of contingencies, financial condition, results of
operations, liquidity, business strategies, cost savings, objectives of management, and
other such matters of the Company. The Private Securities Litigation Reform Act of 1995
provides a"safe harbor" for forward-looking information to encourage companies
to provide prospective information about themselves without fear of litigation so long as
that information is identified as forward-looking and is accompanied by meaningful
cautionary statements identifying important factors that could cause actual results to
differ materially from those projected in the information.
|
Forward-looking information may be included in this Current Quarterly Report or may
be incorporated by reference from other documents filed with the Securities and Exchange
Commission (the "SEC") by us. You can find many of these statements by looking
for words including, for example, "believes," "expects,"
"anticipates," "estimates" or similar expressions in this Current
Quarterly Report or in documents incorporated by reference in this Current Quarterly
Report. We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information or future events.
|
We have based the forward-looking statements relating to our operations on
management's current expectations, estimates, and projections about us and the industry in
which we operate. These statements are not guarantees of future performance and involve
risks, uncertainties and assumptions that we cannot predict. In particular, we have based
many of these forward-looking statements on assumptions about future events that may prove
to be inaccurate. Accordingly, our actual results may differ materially from those
contemplated by these forward-looking statements. Any differences could result from a
variety of factors, including, but not limited to general economic and business
conditions, competition, and other factors.
|
14
Overview
Asiarim
Corporation, a Nevada Corporation, was formed on June 15, 2007. We are a development stage
company, which have generated a modest revenue of $46,760 from incept to December 31,
2008. We were formed to be a business consulting firm with a mission to provide business
consulting services (i.e. strategic business planning and management consulting, etc.) to
small domestic companies as well as to assist"small to medium" sized companies
in the Asia Pacific Region, particularly in China, to establish a business presence in the
United States. The Company also provides a range of electronic document conversion
(EDGARizing) service for companies and individuals that need to file periodically with the
SEC EDGAR system. In January 2009, the Company entered into an agreement to manufacture
and sale of Commodore branded products. The Company expects that the business operations
for the manufacturing and sales of Commodore products will commence within 6 months. |
Consulting Service
|
In general, our work and planned work are in two categories:
|
Companies in North America
|
Our target market for companies located in North America is very small to medium
sized companies. We will not concentrate on any particular industry or limit ourselves to
any geographic area. If necessary, we will team up with other consultants if an engagement
requires knowledge or resources that we do not have.
|
We will work with these companies in several areas:
|
* |
Establish or
modify a basic business plan; |
* |
Assist in
developing a basic accounting system; |
* |
Develop a cost
effective strategy to accomplish operating requirements; |
* |
Develop
effective arrangements with vendors/subcontractors; |
* |
Assist in
establishing a Web site and effective use of the Internet; and |
* |
Plan an
advertising campaign. |
We will seek North American
clients from leads developed and referral derived from contacts of our President. |
Companies in the Asia Pacific Region
|
We will seek clients through the business contacts of our President in the Asia
Pacific Region (i.e. China, Hong Kong and Singapore, etc.). Our emphasis will be to assist
these clients to establish an effective business presence in the United States so that
they will be in a position to avail themselves of consumer and financial markets. In most
cases, we are and will be a part of a team of independent contractors which, in total, can
provide a wide range of services and knowledge to these clients. The team includes multiple
nationals from their native countries to develop variety languages and social comfort to the clients.
|
15
Our portion of the work will
generally be helping clients clearly identify the goals that they want to achieve, assist
them in establishing a budget to accomplish the identified tasks and then identify a team
of experts to assist in the project. Throughout the project, we coordinate the efforts of
team members, many of which we have identified and recommended to the clients, and to keep
all parties involved aware of the project's status. Our fees are earned by functioning in
a team coordinator/leader role on these engagements in a manner similar to a general
contractor. |
We will earn revenues by charging our clients a consulting fee. The amount of our
consulting fee and the terms of its payment will be negotiated with each client and
depend upon our agreement reached with each client. Accordingly, our consulting fees may
differ from client to client, depending on the range and difficulty of the services
provided to our clients and other relevant factors. Additionally, our consulting fee may be
charged as an hourly fee or as a flat fee per project. Generally, our consulting fee will
be paid in cash or by check, but we may also accept payment of our consulting fee by the
issuance to us of securities of our clients, including common stock or preferred stock.
|
Asiarim also provides US Securities and Exchange Commission (SEC) EDGAR document
conversion (EDGARizing) service for companies and individuals that are required to submit
periodical filings with the SEC EDGAR system.
|
We will strive to offer our clients the most technological EDGAR filing methods
available. Our EDGAR Filing Service will provide complete EDGAR conversion services and is
available 24 hours a day, 7 days a week. We will offer all aspects of EDGAR I and II
(ASCII & HTML) conversion and filings. We will market our service by word of mouth or
on our website at www.asiarim.net.
|
We earn our revenues in accordance with our pre-set price schedule which is posted
in our website. Our pricing method is based on the usual market practice and we believe it is
very competitive in the industry.
|
16
Principal Markets and
Marketing Strategy |
Our primary target market consists of small to medium sized companies, which have
annual sales ranging from $10,000 to $2,500,000. We anticipate that we will market and
promote our website on the Internet. Our marketing strategy is to promote our services and
products and attract clients to our website. Our marketing initiatives are intended to
include the following:
|
*
|
utilizing direct-response print advertisements placed primarily in small business,
magazines and special interest magazines;
|
* |
links
to industry focused websites; |
* |
presence
at industry tradeshows; and |
* |
entering
into relationships with other website providers to increase access to Internet business
consumers. |
Key elements of our growth strategy include the following:
|
*
|
create awareness of our services;
|
* |
develop
our website; |
* |
develop
relationships with clients; and |
* |
provide
additional services for clients such as incorporation and translation services. |
Many of the factors affecting our ability to generate internal growth may be beyond
our control, and we cannot be certain that our strategies will be successful or that we
will be able to generate cash flow sufficient to fund our operations and to support
internal growth. Our inability to achieve internal growth could materially and adversely
affect our business, financial condition and results of operations.
|
Once clients are secured, we intend to hire qualified consultants to work for us on
specific projects on an"as needed" basis.
|
17
Consumer Electronics
Business |
In January 2009, the Company entered into an agreement to manufacture and
distribute Commodore branded consumer electronics products in Asia and Africa.
|
The Company will set up the corporate structure and the business operations within
the next 6 months. The Company's immediate tasks are to 1) set up the manufacturing
operations with our manufacturing partners; 2) set up the worldwide sales fulfillment
process 3) open select markets in Asia and Africa; and 4) introduce new line of consumer
electronic products in the Multimedia Internet Device category.
|
Our business will be divided into 3 segments: Product Development and
Manufacturing, Media Content and Brand Distribution in Asia and Africa.
|
Product Development and Manufacturing
|
Our initial product will be Netbooks which are low costs, scale down notebook
computers for users to retrieve emails, to browse the internet and to
perform simple tasks. The Netbook is categorized as part of the Multimedia Internet Device
("MID"), which is a new category of devices specifically designed to connect with the
internet. We expect to work with product developers and come up with a range of internet
devices.
|
In line with the worldwide strategy for Commodore branded products, we will
roll out Asian based content from our content portal - www.commodoreworld.com. All our MIDs will be equipped with a
hotkey for a one touch linkup. Our MID customers will be offered free personal virtual
storage locker to keep all their digital files, including but not limited to, online entertainment files.
|
Brand Distribution in Asia and Africa
|
The Company will actively market the Commodore branded products in Asia and Africa.
The current product line is Multimedia Internet Devices ("MID") which serves
well in respect of the 4,731 million internet users in Asia and Africa altogether. The
Company will identify local partners in each significant market to work with us to develop
the brand name and image.
|
The above business segments will be developed in various stages and priority
according to the financial resources available to the Company.
|
We do not have sufficient capital to operate our business and will require
additional funding to support operations throughout the next twelve months. There is no
assurance that we will have revenue in the future or that we will be able to secure the
necessary funding to develop our business.
|
18
We have had modest revenues since our inception, June 15, 2007. Over the next
twelve months, we intend to continue our marketing efforts to promote our consulting
services to small to medium sized companies in North America and in the Asia pacific
Region, including assisting companies to establish a business presence in the United
States. More over, we will work with and as a part of a group of other independent
consultants in engagements involving our clients.
|
Our marketing strategy will be to promote our services and products on our website.
We will first focus on finish developing our website at www.asiarim.net.
Once complete, we anticipate that the website will be expanded to provide consultation
information to small to medium size businesses and information on current industry and
market trends and events. Our objective is to complete the development of our website by
mid 2009 subject to available resources.
|
Our other marketing initiatives will include the marketing on the web and placement
of print advertisements in small business, entrepreneurial magazines; and entering into
relationships with other website providers to increase awareness of our consulting
services to Internet business consumers.
|
Once clients are secured, we intend to hire qualified consultants to work for us on
specific projects on an"as needed" basis.
Subsequent to the balance sheet date, on
January 5, 2009 the Company entered into an agreement to manufacture and sale of Commodore
branded products as more fully described in note 6 to the financial statements. The
Company will be actively setting up the business operations for this business in the
coming 12 months. We expect to formally set up the corporate structure as well as getting
key operation personnel in all facets of our operations including finance, marketing,
manufacturing, new product development and customer services. We will need to raise
adequate funds in order to implement the plans for the new manufacturing and sales
business of the Commodore line of consumer electronic products. |
FOR THE THREE MONTHS PERIOD ENDED DECEMBER 31, 2008 AND FOR THE PERIOD FROM JUNE
15, 2007 (INCEPTION) TO DECEMBER 31, 2008
|
REVENUES
|
The Company has realized revenue of $7,500 for the three months period ended
December 31, 2008. The Company incurred a cost of revenue of $3,000, achieving a gross
profit of $4,500 for the three months period ended December 31, 2008. We hope to generate
additional revenue when we receive more contracts.
For the period from June 15, 2007 (date of
inception) to December 31, 2008, the Company realized revenue of $46,760, incurred a cost
of revenue of $15,000 and achieved a gross profit of $31,760. |
For the three months period ended December 31, 2008, our gross profit was $4,500
and our total operating expenses were $8,307, all of which were selling, general and
administrative expenses and had $1 in interest expenses. Our net loss to our shareholders
for the three months period ended December 31, 2008 was $3,808.
For the period from June 15, 2007 (date of
inception) to December 31, 2008, the accumulated gross profit was $31,760, the total
operating expenses was $44,119 which was all selling, general and administrative expenses
and had $402 in interest expenses and resulting in an accumulated net loss to our
shareholders of $12,761. |
19
Liquidity and Capital
Resources |
We do not have sufficient
resources to effectuate our business. As of December 31, 2008, we had $5,802 in cash. We
expect to incur a minimum of $10,000 in expenses during the next twelve months of
operations. We estimate that this will be comprised of the following expenses: $3,000 in
website development; $3,000 in other marketing expenses, and $4,000 in general
administrative expenses such as for salaries, corporate legal and accounting fees, office
overhead and general working capital. |
Subsequent to the balance sheet date, on
January 5, 2009 the Company entered into an agreement to manufacture and sale of Commodore
branded products as more fully described in note 6 to the financial statements. Under the
agreement, the Company will be required to raise up to $7 million for the business
operations of the joint venture. |
We may have to
raise funds to pay for our expenses. We may have to borrow money from shareholders or
issue debt or equity or enter into a strategic arrangement with a third party. There can
be no assurance that additional capital will be available to us. We currently have no
agreements, arrangements or understandings with any person to obtain funds through bank
loans, lines of credit or any other sources. Since we have no such arrangements or plans
currently in effect, our inability to raise funds for our operations will have a severe
negative impact on our ability to remain a viable company. |
Going Concern
Consideration |
Our independent
auditors included an explanatory paragraph in their report on the financial statements for
the year ended September 30, 2008 regarding concerns about our ability to continue as a
going concern. During the quarter ended December 31, 2008 the Company had modest revenues
of $7,500 and incurred a net loss of $3,808; and an accumulated net loss of $12,761 for
the period from June 15, 2007 (inception) to December 31, 2008. These factors raise
substantial doubt about the Company's ability to continue as a going concern. The
Company's ability to continue as a going concern must be considered in light of the
problems, expenses and complications frequently encountered in emerging markets and the
competitive environment in which the Company operates. The Company is pursuing financing
for its operations. In addition the Company is seeking to expand its revenue base by
adding new clients to our customer base and entering into new profitable businesses.
Failure to secure such financing, to raise additional equity capital and to expand its
revenue base may result in the Company depleting its available funds and not being able to
pay its obligations. These financial statements do not include any adjustment to reflect
the possible future effects on the recoverability and classification of assets or the
amount sand classification of assets or the amounts and classification of liabilities that
may result from the possible inability of the Company to continue as a going concern. |
20
Item 3. Quantitative and Qualitative
Disclosures about Market Risk. |
Quantitative and Qualitative Disclosures about Market Risk: |
The Company is exposed to various market risks, including changes in interest
rates. Market risk is the potential loss arising from adverse changes in market rates and
prices, such as interest rates and foreign currency exchange rates. The Company does not
enter into derivatives or other financial instruments for trading or speculative purposes.
The Company also has not entered into financial instruments to manage and reduce the
impact of changes in interest rates and foreign currency exchange rates, although we may
enter into such transactions in the future.
|
Off-Balance Sheet Arrangements:
|
The Company has no off-balance sheet obligations nor guarantees and has not
historically used special purpose entities for any transactions.
|
Item 4. Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures: |
Our disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the United States Securities and Exchange Commission.
Our principal executive and financial officer have reviewed the effectiveness of
our"disclosure controls and procedures" (as defined in the Securities Exchange
Act of 1934 Rules 13a-14(e) and 15d-14(e)) within the end of the period covered by this
Quarterly Report on Form 10-Q and have concluded that the disclosure controls and
procedures are effective to ensure that material information relating to the Company is
recorded, processed, summarized, and reported in a timely manner. There were no
significant changes in our internal controls or in other factors that could significantly
affect these controls subsequent to the last day they were evaluated by our principal
executive and financial officers.
|
Changes in Internal Controls over Financial Reporting: |
There have been no changes in the Company's internal control over financial
reporting during the last quarterly period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company's internal control
over financial reporting.
|
21
PART II. OTHER INFORMATION |
Item 1. Legal Proceedings.
|
There are no pending legal proceedings to which the Company is a party or in which
any director, officer or affiliate of the Company, any owner of record or beneficially of
more than 5% of any class of voting securities of the Company, or security holder is a
party adverse to the Company or has a material interest adverse to the Company. The
Company's property is not the subject of any pending legal proceedings.
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3. Defaults Upon Senior Securities.
|
Item 4. Submission of Matters to a Vote of Security Holders.
|
There was no matter submitted to a vote of security holders during the fiscal
quarter ended December 31, 2008.
|
Item 5. Other Information.
|
Exhibit No.
|
Description |
|
|
3.1 |
Articles of
Incorporation (1) |
|
|
3.2 |
Bylaws (1) |
|
|
31.1 |
Rule 13a-14(a)/15d14(a)
Certification of Te Hwai Ho (Attached Hereto) |
|
|
31.2 |
Rule 13a-14(a)/15d14(a)
Certification of Te Hwai Ho (Attached Hereto) |
|
|
32.1 |
Section
1350 Certifications (Attached Hereto) |
1 |
Incorporated by
reference to our Registration Statement on Form SB-2 filed with the SEC on November 7,
2007. |
22
SIGNATURES
In accordance with to
requirements of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized. |
|
ASIARIM CORPORATION |
|
|
|
|
By: |
/s/
Te Hwai Ho |
|
Name: |
Te
Hwai Ho |
|
Title: |
President,
Treasurer, Secretary, and Director |
|
|
(Principal
Executive, Financial and |
|
|
Accounting
Officer) |
|
|
|
23
EXHIBIT 31.1
Rule
13a-14(a)/15d-14(a) |
Certification of Chief Executive Officer and Chief Financial Officer of the Company
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427
|
|
I, Te Hwai Ho,
certify that: |
1. I have reviewed this quarterly report on Form 10-Q of Asiairm Corporation;
|
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
|
3. Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
|
4. The registrant 's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this
report is being prepared;
|
(b)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
|
(c)
|
Disclosed in this report any change in the registrant 's internal control over
financial reporting that occurred during the registrant 's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business issuer's
internal control over financial reporting.
|
5. I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant 's auditors and the audit committee of the
registrant 's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrant 's ability to record, process, summarize and report financial information;
and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant 's internal control over financial reporting.
|
Dated: February 12, 2009
/s/ Te Hwai Ho
Te Hwai Ho
(Chief Financial Officer and Chief Executive Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection
with the Quarterly Report of Asiarim Corporation a Nevada corporation (the
"Company") on Form 10-Q for the three months period ending December 31, 2008, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), Te Hwai Ho, Chief Executive Officer and Chief Financial Officer of
the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: |
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(1) |
The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and |
(2)
|
The information contained in the Report fairly presents, in all material respects,
the financial condition and result of operations of the Company.
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A signed original of this written statement required by Section 906 has been
provided to Asiarim Corporation, and will be retained by Asiarim Corporation and furnished
to the Securities and Exchange Commission or its staff upon request.
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Dated: February 12, 2009
/s/ Te Hwai Ho
Te Hwai Ho
(Chief Financial Officer and Chief Executive Officer) |