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 June 30, 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 June 30, 2008 was 11,000,000 shares
of Common Stock, $.001 par value.
|
INDEX
|
Page |
PART
I. FINANCIAL INFORMATION |
|
|
|
|
Item
1. |
Financial Statements |
|
|
|
|
|
Condensed Balance
Sheet - June
30, 2008 (Unaudited) |
3 |
|
|
|
|
Condensed Statements
of Operations - Three Months and Nine Months ended June 30, 2008 and from June 15, 2007
(Inception) to June 30, 2008 (Unaudited) |
4 |
|
|
|
|
Condensed Statement
of Stockholders' Equity / (Deficit) - From June 15, 2007 (Inception) to June 30, 2008
(Unaudited) |
5 |
|
|
|
|
Condensed Statements
of Cash Flows - Nine Months ended
June 30, 2008 and from June 15, 2007 (Inception) to June 30, 2008 (Unaudited) |
6 |
|
|
|
|
Notes to Condensed
Financial Statements |
7-12 |
|
|
|
Item
2. |
Management's
Discussion and Analysis of Financial Condition and Results of Operations |
13-19 |
|
|
|
Item
3. |
Quantitative and
Qualitative Disclosure About Market Risk |
20 |
|
|
|
Item
4. |
Controls and
Procedures |
20 |
|
|
|
PART
II. OTHER INFORMATION |
|
|
|
|
Item
1 |
Legal Proceedings |
21 |
|
|
|
Item
2 |
Unregistered Sales of
Equity Securities and Use of Proceeds |
21 |
|
|
|
Item
3 |
Defaults Upon Senior
Securities |
21 |
|
|
|
Item
4 |
Submission of Matters
to a Vote of Security Holders |
21 |
|
|
|
Item
5 |
Other Matters |
21 |
|
|
|
Item
6. |
Exhibits |
21 |
|
|
SIGNATURES |
22 |
|
|
PART I - FINANCIAL INFORMATION
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONDENSED BALANCE SHEET |
AS AT JUNE 30, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
Note |
|
June 30,
2008 |
|
September 30, 2007 |
|
|
|
(Unaudited) |
|
(Audited) |
ASSETS |
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash and cash equivalents |
|
$ |
2,852 |
$ |
4,251 |
Accounts receivable |
|
|
17,092 |
|
1,432 |
|
|
|
-------------------- |
|
------------------- |
Total assets |
|
$ |
19,944 |
$ |
5,683 |
|
|
|
============== |
|
============== |
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY |
|
|
|
|
Current liabilities: |
|
|
|
|
|
Accrued expenses |
|
$ |
500 |
$ |
2,000 |
Accrual salary |
|
|
350 |
|
- |
Amount due to a director |
|
|
1,192 |
|
- |
Shareholder loan |
|
|
8,000 |
|
- |
|
|
|
------------------- |
|
------------------- |
Total current liabilities |
|
$ |
10,042 |
$ |
2,000 |
|
|
|
------------------- |
|
------------------- |
|
|
|
|
|
|
Stockholders ' equity: |
|
|
|
|
|
Common stock, $0.001 par value, 75,000,000 shares |
|
|
|
|
|
authorized;11,000,000 shares issued and outstanding |
|
$ |
11,000 |
$ |
11,000 |
Additional paid up capital |
|
|
9,000 |
|
9,000 |
Deficit accumulated during the development stage |
|
|
(10,098) |
|
(16,317) |
|
|
|
------------------- |
|
------------------- |
Total stockholders ' equity |
|
$ |
9,902 |
$ |
3,683 |
|
|
|
------------------- |
|
------------------- |
Total liabilities and stockholders '
equity |
|
$ |
19,944 |
$ |
5,683 |
|
|
|
============== |
|
============== |
|
|
|
|
|
|
See accompanying notes to the financial
statements
3
ASIARIM
CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONDENSED STATEMENTS OF OPERATION |
FOR THE THREE MONTHS AND THE NINE MONTHS
ENDED JUNE 30, 2008 |
AND FOR THE PERIOD FROM JUNE 15, 2007
(INCEPTION) TO JUNE 30, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
|
|
|
|
For the
Period |
|
|
For the
Three |
|
For the
Nine |
|
from June
15, |
|
|
Months
Ended |
|
Months
Ended |
|
2007
(Inception) |
|
|
June 30, |
|
June 30, |
|
to June
30, |
|
|
2008 |
|
2008 |
|
2008 |
|
|
---------------------- |
|
---------------------- |
|
---------------------- |
|
|
|
|
|
|
|
Net Revenues |
$ |
21,372 |
$ |
29,328 |
$ |
30,760 |
Cost of Revenues |
|
3,000 |
|
9,000 |
|
9,000 |
|
|
---------------------- |
|
---------------------- |
|
---------------------- |
Gross Profits |
|
18,372 |
|
20,328 |
|
21,760 |
|
|
|
|
|
|
|
Other General and Administrative
Expenses |
|
1,483 |
|
13,909 |
|
31,658 |
|
|
---------------------- |
|
---------------------- |
|
---------------------- |
Profit/(Loss) from Operations |
|
16,889 |
|
6,419 |
|
(9,898) |
|
|
|
|
|
|
|
Other Expenses |
|
|
|
|
|
|
Interests |
|
200 |
|
200 |
|
200 |
|
|
---------------------- |
|
---------------------- |
|
---------------------- |
Net Profit/(Loss) |
$ |
16,689 |
$ |
6,219 |
$ |
(10,098) |
|
|
=============== |
|
=============== |
|
=============== |
|
|
|
|
|
|
|
Weighted Average Basic and
Diluted Shares Outstanding |
|
11,000,000 |
|
11,000,000 |
|
11,000,000 |
|
|
=============== |
|
=============== |
|
=============== |
|
|
|
|
|
|
|
Profit/(Loss) Per Share - basic
and diluted |
$ |
0.00 |
$ |
0.00 |
$ |
(0.00) |
|
|
=============== |
|
=============== |
|
=============== |
|
|
|
|
|
|
|
*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 JUNE 30, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
|
|
|
|
|
|
|
|
Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
accumulated |
|
|
|
|
|
|
Common stock |
|
Additional |
|
during the |
|
Total |
|
|
|
|
------------------------------ |
|
paid-in
|
|
development |
|
stockholders' |
|
|
|
|
Shares |
|
Amount |
|
capital |
|
stage |
|
equity/(deficit) |
|
|
|
|
------------ |
|
------------ |
|
------------ |
|
------------ |
|
------------------ |
Balance
at June 15, 2007 |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
|
(inception) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of founder shares for |
|
|
|
|
|
|
|
|
|
|
cash
at $0.001 per share - |
|
|
|
|
|
|
|
|
|
|
June
20, 2007 |
10,000,000 |
|
10,000 |
|
- |
|
- |
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of shares for cash at $0.01 |
|
|
|
|
|
|
|
|
|
|
per
share - July 15, 2007 |
1,000,000 |
|
1,000 |
|
9,000 |
|
- |
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss |
- |
|
- |
|
- |
|
(16,317) |
|
(16,317) |
|
---------------- |
|
---------------- |
|
---------------- |
|
---------------- |
|
--------------- |
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2007 |
11,000,000 |
$ |
11,000 |
$ |
9,000 |
$ |
(16,317) |
$ |
3,683 |
Net
profit |
- |
|
- |
|
- |
|
6,219 |
|
6,219 |
|
---------------- |
|
---------------- |
|
---------------- |
|
---------------- |
|
--------------- |
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2008 |
11,000,000 |
$ |
11,000 |
$ |
9,000 |
$ |
(10,098) |
$ |
9,902 |
|
============ |
|
============ |
|
============= |
|
============= |
|
============= |
|
|
|
|
|
|
|
|
|
|
|
|
|
5
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONDENSED STATEMENTS OF CASH FLOWS |
FOR THE NINE MONTHS ENDED JUNE 30, 2008
AND FROM JUNE 15, 2007 (INCEPTION) TO JUNE 30, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
|
|
For the
Period |
|
|
For the
Nine |
|
from June
15, 2007 |
|
|
Months
Ended |
|
(Inception)
to |
|
|
June 30,
2008 |
|
June 30,
2008 |
|
|
----------------------- |
|
------------------------ |
|
|
|
|
|
Cash Flows from Operating
Activities: |
|
|
|
|
Net Profit/(Loss) |
$ |
6,219 |
$ |
(10,098) |
|
|
|
|
|
Adjustments to Reconcile Net
Profit/(Loss) to Net Cash Used |
|
|
|
|
in Operating Activities: |
|
|
|
|
Changes in Assets and
Liabilities: |
|
|
|
|
(Increase) in Accounts
Receivable |
|
(15,660) |
|
(17,092) |
Increase/(Decrease) in Accrued
Expenses |
|
(1,500) |
|
500 |
Increase in Accrued Salary |
|
350 |
|
350 |
Increase in Due to a Director |
|
1,192 |
|
1,192 |
Increase in Shareholder Loan |
|
8,000 |
|
8,000 |
|
|
------------------------ |
|
------------------------ |
|
|
|
|
|
Net Cash Used in Operating
Activities |
|
(1,399) |
|
(17,148) |
|
|
------------------------ |
|
------------------------ |
|
|
|
|
|
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 |
|
|
------------------------ |
|
------------------------ |
(Decrease)/Increase in Cash |
|
(1,399) |
|
2,852 |
|
|
|
|
|
Cash - Beginning of Period |
|
4,251 |
|
- |
|
|
------------------------ |
|
------------------------ |
Cash - End of Period |
$ |
2,852 |
$ |
2,852 |
|
|
================ |
|
================ |
|
|
|
|
|
Supplemental Disclosures of
Cash Flow Information: |
|
|
|
|
Interest Paid |
$ |
- |
$ |
- |
|
|
================ |
|
================ |
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 AND NINE MONTHS ENDED
JUNE 30, 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 business is to provide business consulting
services.
|
|
As of June 30, 2008, the Company has commenced its operations in the business consulting
services and has recorded minimal revenue. The Company has an operational office in Hong
Kong.
|
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 June 30, 2008, the Company has generated modest revenue and has incurred an
accumulated deficit since inception totaling $10,098 at June 30, 2008 and its current
assets exceed its current liabilities by $9,902. 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.
|
|
The Company has filed a SB-2 Registration Statement with the United States Securities and
Exchange Commission to register 3,590,000 share of common stock for sale by certain
selling shareholders at $0.02 per share for gross proceeds of $71,800. The Company will
not receive any proceeds with respect to the resale of shares held by existing
shareholders. This SB-2 registration statement became effective on November 20, 2007.
|
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 period ended September 30,
2007. 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 period ended September 30, 2007
included in the Company Form 10-KSB 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 AND NINE MONTHS ENDED
JUNE 30, 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 AND NINE MONTHS ENDED
JUNE 30, 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 employee"(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 AND NINE MONTHS ENDED
JUNE 30, 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"("SAB104"). 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 AND NINE MONTHS ENDED
JUNE 30, 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 AND NINE MONTHS ENDED
JUNE 30, 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. |
|
There were no shares issued during the three months and nine months ended June 30, 2008.
|
5.
|
RELATED PARTY TRANSACTIONS
|
|
During the three months and nine months ended June 30,
2008 and for the period from June 15, 2007 (date of inception) to June 30, 2008, the
President received $3,000, $9,000 and $9,000 respectively for his services as consultant
to the Company.
|
|
During the period from June 15, 2007 (date of inception) to June 30, 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 June 30, 2008 and September 30, 2007, the amount due to a director was $1,192 and
nil, respectively. The amount due to a director is unsecured, non-interest bearing and
payable on demand.
|
|
As of June 30, 2008 and September 30, 2007, there was a note payable to a major
shareholder and director of the Company, in the amount of $8,000 and nil, respectively.
The note payable is unsecured, interest at the rate of 10% per annum, and matures in March
31, 2009.
|
12
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.
|
13
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 $30,760 from incept to June 30, 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 general, our work and planned work is 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 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 referred 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 nationals from
the native country to develop language and social comfort to the client.
|
14
Our portion of the work
will generally be to help 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 client,
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 will
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 client 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 client, 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 is based on the usual market practice and we believe it is very
competitive in the industry. Generally, our fee will be paid in cash or by check. Going
forward, we will need to set up an online payment gateway to accept credit cards and debit
cards, and payment gateways such as PAYPAL on our website.
|
15
Principal Markets and
Marketing Strategy |
We are currently developing a website, which will initially be used for marketing our
EDGAR filing services. We have secured a URL address on the World Wide Web at www.asiarim.net. We anticipate that the website will be expanded to also promote our business
consulting service and provide advice and information to small to medium size businesses
in a community based format as well as offer users free information on current trends and
events. We intend to develop our website to expand our services to provide assistance with
business services and to provide information with respect to product development
strategies, marketing strategies and risk management. We believe that the website could be
developed to allow users to interact with other small businesses to obtain advice and
services from other entrepreneurs. Our objective is to complete development of our website
by the third quarter of 2008, subject to available resources.
|
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.
|
16
The business consulting services industry is highly fragmented and competitive with
limited barriers to entry. We believe that there are numerous firms that compete with us
in our market, including small or single-office firms. Among those competitors, we rank
near the bottom of the small or single-office firms because our operations are small. We
believe that our primary competitors include small or single-office firms.
|
While we compete with traditional providers of business consulting services, we will also
compete with other Internet-based companies and businesses that have developed and are in
the process of developing websites which will compete with the products developed and
offered by us. Many of these competitors have greater financial and other resources, and
more experience in research and development, than we have.
|
We believe that the most important competitive factors in obtaining and retaining our
targeted clients are an understanding of a customer's specific job requirements, the
ability to provide qualified consultants in a timely manner and the quality and price of
services. We expect ongoing vigorous competition and pricing pressure from national,
regional and local providers. We cannot guarantee that we will be able to obtain market
share or profitability.
|
17
We have had modest revenues since our inception, June 15, 2007. Over the next twelve
months, we intend to focus on our marketing efforts, which will be directed towards small
to medium size businesses. During the three months period ended June 30, 2008, we have
commenced operation by recruiting a part time consultant to handle many of our clerical
and administrative works. We are also in the process of recruit senior managers to build
up a small team to handle the transactions in the near future. We plan to set up branch
offices in China initially and then to other Asian countries to build up a regional
network.
|
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. We
intend to develop our website to expand our services to provide assistance with business
services and to provide information with respect to product development strategies,
marketing strategies and risk management. Subject to availability of resources, we plan to
complete the development of our website in the third quarter of 2008.
|
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. In the event that we expand our
business scope, then we may need to hire additional employees or independent contractors
as well as purchase or lease additional office equipment.
|
FOR THE THREE MONTHS AND NINE MONTHS PERIOD ENDED JUNE 30, 2008 AND FOR THE PERIOD FROM
JUNE 15, 2007 (INCEPTION) TO JUNE 30, 2008
|
REVENUES
|
The Company has realized revenue of $21,372 for the three months period ended June 30,
2008. The Company incurred a cost of revenue of $3,000, achieving a gross profit of
$18,372 for the three months period ended June 30, 2008. We hope to generate additional
revenue when we receive more contracts.
The Company realized revenue of $29,328 for
the nine months period ended June 30, 2008. The Company incurred a cost of revenue of
$9,000, achieving a gross profit of $20,328 for the nine months period ended June 30,
2008.
For the period from June 15, 2007 (date of
inception) to June 30, 2008, the Company realized revenue of $30,760, incurred a cost of
revenue of $9,000 and achieved a gross profit of $21,760. |
OPERATING EXPENSES
|
For the three months period ended June 30, 2008, our gross profit was $18,372 and our
total operating expenses were $1,483, all of which were selling, general and
administrative expenses. We also had $200 in interest expenses. Our net profit to our
shareholders for the three months period ended June 30, 2008 was $16,689.
For the nine months period ended June 30,
2008, our gross profit was $20,328 and our total operating expenses were $13,909, all of
which were selling, general and administrative expenses. We also had $200 in interest
expenses. Our net profit to our shareholders for the nine months period ended June 30,
2008 was $6,219.
For the period from June 15, 2007 (date of
inception) to June 30, 2008, the accumulated gross profit was $21,760, the total operating
expenses was $31,658 which was all selling, general and administrative expenses and had
$200 in interest expenses and resulting in an accumulated net loss to our shareholders of
$10,098. |
18
Liquidity and Capital
Resources |
We do not have sufficient resources to effectuate our business. As of June 30, 2008, we
had $2,852 in cash. We expect to incur a minimum of $50,000 in expenses during the next
twelve months of operations. We estimate that this will be comprised of the following
expenses: $5,000 in website development; $20,000 in other marketing expenses.
Additionally, $25,000 will be needed for general overhead expenses such as for salaries,
corporate legal and accounting fees, office overhead and general working capital.
|
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
|
The Company is a development stage company and has commenced the principal operations. The
Company had modest revenues and incurred a net profit of $16,689 for the quarter ended
June 30, 2008 and an accumulated net loss of $10,098 for the period from June 15, 2007
(inception) to June 30, 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. 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.
|
19
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(c) and 15d-14(c)) 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.
|
20
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 June 30, 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.
|
21
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) |
|
|
|
22
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 small business issuer 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: August 8, 2008
/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 nine months period ending June 30, 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: |
|
(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. |
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. |
Dated: August 8, 2008
/s/ Te Hwai Ho
Te Hwai Ho
(Chief Financial Officer and Chief Executive Officer) |