Un Monde International Ltd. - Quarter Report: 2009 December (Form 10-Q)
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, 2009 |
[ ] |
|
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 [ ] No [ x ]
The number of common equity shares outstanding as of January 5, 2009 was 11,020,000 shares of Common Stock, $0.001 par value. |
1
INDEX
Page |
||
PART I. FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | |
Consolidated Balance Sheets - December 31, 2009 (Unaudited) | 3 |
|
Consolidated Statements of Operations - For The Three Months Ended December 31, 2009 and 2008 (Unaudited) | 4 |
|
Consolidated Statements of Stockholders' Equity - For The Three Months Ended December 31, 2009 (Unaudited) | 5 |
|
Consolidated Statements of Cash Flows - For The Three Months ended December, 2009 and 2008 (Unaudited) | 6 |
|
Notes to Consolidated Financial Statements | 7-22 |
|
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 23-29 |
Item 3. | Quantitative and Qualitative Disclosure About Market Risk | 30 |
Item 4. | Controls and Procedures | 30 |
PART II. OTHER INFORMATION | ||
Item 1 | Legal Proceedings | |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 31 |
Item 3 | Defaults Upon Senior Securities | 31 |
Item 4 | Submission of Matters to a Vote of Security Holders | 31 |
Item 5 | Other Matters | 31 |
Item 6. | Exhibits | 31 |
SIGNATURES | 32 |
|
2
PART I - FINANCIAL INFORMATION
ASIARIM CORPORATION |
CONSOLIDATED BALANCE SHEETS |
AS AT DECEMBER 31, 2009 AND SEPTEMBER 30, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
|
||||
(Unaudited) |
(Audited) |
|||||
ASSETS |
||||||
Current assets: |
||||||
Cash and cash equivalents | $ |
12,710 |
$ |
7,388 |
||
Accounts receivable | 43,821 |
40,779 |
||||
Amount due from a related company | 4 |
30,455 |
29,855 |
|||
Inventory - resalable goods | 6,137 |
5,455 |
||||
-------------------- |
------------------- |
|||||
Total assets | $ |
93,123 |
$ |
83,477 |
||
============ |
=========== |
|||||
LIABILITIES AND STOCKHOLDERS' (DEFICIT) / EQUITY | ||||||
Current liabilities: |
||||||
Other payable |
$ |
10,866 |
$ |
31,067 |
||
Accounts payable |
50,256 |
50,256 |
||||
Accrual expenses |
20,432 |
10,432 |
||||
Amount due to directors |
6 | 77,779 |
24,922 |
|||
------------------- |
------------------- |
|||||
Total current liabilities | 159,333 |
116,677 |
||||
------------------- |
------------------- |
|||||
Non-Current liabilities: | ||||||
Amount due to a director |
6 | 31,000 |
31,000 |
|||
------------------- |
------------------- |
|||||
Total non-current liabilities | 31,000 |
31,000 |
||||
------------------- |
------------------- |
|||||
Total liabilities | 190,333 |
147,677 |
||||
------------------- |
------------------- |
|||||
Minority Interest |
(42,799) |
(29,357) |
||||
Stockholders' equity: |
||||||
Common stock, $0.001 par value, 75,000,000 shares authorized; 11,020,000 shares issued and outstanding | 5 | 11,020 |
11,020 |
|||
Additional paid up capital |
9,180 |
9,180 |
||||
Accumulated deficits | (74,611) |
(55,043) |
||||
------------------- |
------------------- |
|||||
Total stockholders' deficit |
(54,411) |
(34,843) |
||||
------------------- |
------------------- |
|||||
Total liabilities and stockholders' equity |
$ |
93,123 |
$ |
83,477 |
||
============ |
=========== |
|||||
See accompanying notes to the consolidated financial statements
3
ASIARIM CORPORATION |
CONSOLIDATED STATEMENTS OF OPERATIONS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
||||||||
-------------------------------------------------- |
||||||||
2009 |
2008 |
|||||||
----------------- |
----------------- | |||||||
Net revenue | $ |
9,412 |
$ |
7,500 |
||||
Cost of revenue | 8,431 |
3,000 |
||||||
---------------- |
--------------- |
|||||||
Gross profit | 981 |
4,500 |
||||||
Other general and administrative expenses | (33,991) |
(8,307) |
||||||
---------------- | --------------- |
|||||||
Loss from operations | (33,010) |
(3,807) |
||||||
Other expenses | ||||||||
Interest expenses | - |
1 |
||||||
----------------- |
-------------- |
|||||||
Net Loss before minority interests | (33,010) |
(3,808) |
||||||
Minority interest | 13,442 |
- |
||||||
----------------- |
-------------- |
|||||||
Net Loss | $ |
(19,568) |
$ |
(3,808) |
||||
========= |
========= |
|||||||
Weighted average basic and diluted share outstanding * | 11,020,000 |
11,020,000 |
||||||
========= |
=========== |
|||||||
Loss per share - basic and diluted | $ |
(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 consolidated financial statements
4
ASIARIM CORPORATION |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
Common stock |
Additional |
Total |
||||||||||
-------------------------------- |
paid-in |
Accumulated |
stockholders' |
|||||||||
Shares |
Amount |
capital |
deficits |
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 |
|||||||
Issuance of shares for services at $0.01 per share - September 26, 2008 | 20,000 |
- |
200 |
- |
200 |
|||||||
Net profit | - |
- |
- |
7,364 |
7,364 |
|||||||
-------------- |
------------- |
---------------- |
---------------- |
-------------- |
||||||||
Balance at September 30, 2008 | 11,020,000 |
11,000 |
9,200 |
(8,953) |
11,247 |
|||||||
Reclassification | - |
20 |
(20) |
- | - |
|||||||
Net loss | - |
- |
- |
(46,090) |
(46,090) |
|||||||
------------- |
------------- |
---------------- |
---------------- |
--------------- |
||||||||
Balance at September 30, 2009 | 11,020,000 |
$ |
11,020 |
$ |
9,180 |
$ |
(55,043) |
$ |
(34,843) |
|||
Net loss | - |
- |
- |
(19,568) |
(19,568) |
|||||||
------------- |
------------- |
---------------- |
---------------- |
--------------- |
||||||||
Balance at December 31, 2009 | 11,020,000 |
$ |
11,020 |
$ |
9,180 |
$ |
(74,611) |
$ |
(54,411) |
|||
======== |
======= |
========= |
========= |
======== |
||||||||
See accompanying notes to the consolidated financial statements
5
ASIARIM CORPORATION |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
Three months ended December 31, |
||||
2009 |
2008 |
|||
----------------------- |
------------------------ |
|||
Cash Flows from Operating Activities: | ||||
Net Loss | $ |
(19,568) |
$ |
(3,808) |
Minority interest | (13,442) |
- |
||
Adjustments to Reconcile Net Loss to Net Cash Used | ||||
in Operating Activities: | ||||
Changes in Assets and Liabilities: | ||||
(Increase) / Decrease in Accounts Receivable | (3,042) |
500 |
||
Increase in Amount Due from a Related Company | (600) |
- |
||
Increase in Inventory- Resalable goods | (682) |
- |
||
Decrease in Prepaid Expenses | - |
4,597 |
||
Increase in Accrued Expenses | 10,000 |
2,361 |
||
Decrease in Other Payable | (20,200) |
(5,000) |
||
Increase in Amount Due to Directors | 52,856 |
6,000 |
||
------------------- |
------------------- |
|||
Net Cash Provided by in Operating Activities | 5,322 |
4,650 |
||
------------------- |
------------------- |
|||
Net Increase in Cash | 5,322 |
4,650 |
||
Cash - Beginning of Period | 7,388 |
1,152 |
||
------------------- |
------------------- |
|||
Cash - End of Period | $ |
12,710 |
$ |
5,802 |
============= | ============= | |||
Supplemental Disclosures of Cash Flow Information: | ||||
Interest Paid | $ |
- |
$ |
1 |
============= | ============= | |||
Income Taxes Paid | $ |
- |
$ |
- |
============= | ============= |
See accompanying notes to the consolidated financial statements
6
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
1. ORGANIZATION |
Asiarim Corporation (the "Company") is a Nevada corporation, incorporated on June 15, 2007. In the current fiscal year, the Company's planned principal operations have commenced and there has been significant revenue therefrom. The Company was no longer a development stage enterprise, The Accounting Standards Codification ASC 915 "Development Stage Entity" sub-section 915-45-5 stated that the cumulative amounts and addition disclosures need not be shown when the Company is no longer in development stage. The Company ' s office is located in Hong Kong, China and its principal business is the sale and distribution of computer and multimedia products under the brand name "Commodore". |
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 or capital financing to continue operations and the attainment of profitable operations. The management will seek to raise funds from strategic investors and or the shareholders. |
Since June 15, 2007 (inception) to December 31, 2009, the Company has generated revenue of $120,875 and has incurred an accumulated deficit $74,611. As of December 31, 2009, its current liabilities exceed its current assets by $66,210, which may not be sufficient to pay for the operating expenses in the next 12 months. 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 |
Basis of Presentation |
The accompanying unaudited interim consolidated 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, 2009. 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, 2009 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. |
Use of Estimates |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported 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. |
7
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED) |
Principles of Consolidation |
The consolidated financial statements for year ended September 30, 2009 include the financial statements of the Company, its 50% subsidiary Commodore Asia Holdings Limited ("CAHL") and its indirect holding of Commodore Electronics Limited, a wholly owned subsidiary of CAHL. The Company consolidated the 50% ownership companies because of its ability to control the board of CAHL. The results of subsidiaries acquired or sold during the year are consolidated from their effective dates of acquisition or through their effective dates of disposition, respectively. All significant inter-company transactions and balances have been eliminated on consolidation. |
Basic and Diluted Net Income (Loss) Per Share |
The Company computes net income (loss) per share in accordance with Accounting Standards Codification ASC 260 "Earnings Per Share" formerly SFAS No. 128. "Earnings per Share" . ASC 260 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 Measurements and Disclosures |
ASC 820 "Fair Value Measurements and Disclosures" codified SFAS No. 107, "Disclosures about Fair Value of Financial Instruments". ASC 820 applies to all entities, transactions, and instruments that require or permit fair value measurements, with specific exceptions and qualifications. The Company is required to 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. |
Inventories |
Inventories are stated at the lower of cost or market, cost being determined on the first-in, first-out method. Inventories are written down if the estimated net realizable value is less than the recorded value. |
Intangible Assets |
The Company evaluates intangible assets for impairment, at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible assets, other long-lived assets and, goodwill is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. |
8
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED) |
Website Development Costs |
The Company recognizes the costs associated with developing a website in accordance with ASC 350-50 "Website Development Cost" that codified 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" and the Emerging Issues Task Force (EITF) NO.00-2, "Accounting for Website Development Costs". The website development cost are divided into three stage, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development, In short, website development cost for internal use should be capitalized except content input and data conversion in content development stage. 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. |
Income Tax |
The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes." Under the asset and liability method of ASC 740, 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 ASC 740, 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. |
Revenue Recognition |
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. |
9
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 |
(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. |
Stock-based Compensation |
ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified 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". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date. |
Employees' Benefits and Pension Obligations |
Mandatory contributions of five percent of gross salary payments, subject to certain minimum and maximum levels, are made to defined contribution Mandatory Provident Fund schemes ("MPF schemes") pursuant to the laws of Hong Kong. These contributions are charged to expense in the same period as the related salary cost. Total contributions made by the Hong Kong subsidiary company to the MPF schemes were $538 and for the three months ended December 31, 2009 and 2008, respectively. |
10
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED) |
Segmented Reporting |
The Company operates in two reportable segments. FASB ASC 280-10 (SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information"), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company's operations segments include business consulting services and trading of computers. However, the Company stopped the consulting services because of adverse market condition. |
Foreign Currency Translation |
The Company ' s functional and reporting currency is the United States dollar. The accounts of the Company's Hong Kong and China subsidiaries are maintained, in the Hong Kong dollars (HKD) and Chinese Renminbi, respectively. Such financial statements are translated into U.S. Dollars (USD) in accordance with ASC 830 "Foreign Currency Translation" which codified Statement of Financial Accounts Standards ("SFAS") No. 52, "Foreign Currency Translation," with the respective currency as the functional currency. According to the Statement, all assets and liabilities were translated at the exchange rate on the balance sheet date, stockholder's equity are translated at the historical rates and statement of operations items are translated at the weighted average exchange rate for the year. The resulting translation adjustments are reported under other comprehensive income in accordance with SFAS No. 130, "Reporting Comprehensive Income. As of September 30, 2009 and 2008, there were no comprehensive income as the differences were immaterial. |
Recent Pronouncements |
Recently Implemented Standards |
ASC 105, Generally Accepted Accounting Principles ("ASC 105") (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board ("FASB") into a single source of authoritative generally accepted accounting principles ("GAAP") to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification ("ASC") carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed "non-authoritative". ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company's references to GAAP authoritative guidance but did not impact the Company's financial position or results of operations. |
ASC 855, Subsequent Events ("ASC 855") (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company's evaluation of its subsequent events. ASC 855 defines two types of subsequent events, "recognized" and "non-recognized". Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company's financial position or results of operations. |
11
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED) |
ASC 944, Financial Services - Insurance ("ASC 944") contains guidance that was previously issued by the FASB in May 2008 as Statement of Financial Accounting Standards No. 163, Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60 that provides for changes to both the recognition and measurement of premium revenues and claim liabilities for financial guarantee insurance contracts that do not qualify as a derivative instrument in accordance with ASC 815, Derivatives and Hedging (formerly included under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities). This financial guarantee insurance contract guidance also expands the disclosure requirements related to these contracts to include such items as a company's method of tracking insured financial obligations with credit deterioration, financial information about the insured financial obligations, and management's policies for placing and monitoring the insured financial obligations. ASC 944, as it relates to financial guarantee insurance contracts, was effective for fiscal years beginning after December 15, 2008, except for certain disclosures related to the insured financial obligations, which were effective for the third quarter of 2008. The Company does not have financial guarantee insurance products, and, accordingly, the implementation of this portion of ASC 944 did not have an effect on the Company's results of operations or financial position. |
ASC 805, Business Combinations ("ASC 805") (formerly included under Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations) contains guidance that was issued by the FASB in December 2007. It requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with certain exceptions. Additionally, the guidance requires changes to the accounting treatment of acquisition related items, including, among other items, transaction costs, contingent consideration, restructuring costs, indemnification assets and tax benefits. ASC 805 also provides for a substantial number of new disclosure requirements. ASC 805 also contains guidance that was formerly issued as FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies which was intended to provide additional guidance clarifying application issues regarding initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. ASC 805 was effective for business combinations initiated on or after the first annual reporting period beginning after December 15, 2008. The Company implemented this guidance effective January 1, 2009. Implementing this guidance did not have an effect on the Company's financial position or results of operations; however it will likely have an impact on the Company's accounting for future business combinations, but the effect is dependent upon acquisitions, if any, that are made in the future. |
ASC 810, Consolidation ("ASC 810") includes new guidance issued by the FASB in December 2007 governing the accounting for and reporting of noncontrolling interests (previously referred to as minority interests). This guidance established reporting requirements which include, among other things, that noncontrolling interests be reflected as a separate component of equity, not as a liability. It also requires that the interests of the parent and the noncontrolling interest be clearly identifiable. Additionally, increases and decreases in a parent's ownership interest that leave control intact shall be reflected as equity transactions, rather than step acquisitions or dilution gains or losses. This guidance also requires changes to the presentation of information in the financial statements and provides for additional disclosure requirements. ASC 810 was effective for fiscal years beginning on or after December 15, 2008. The Company implemented this guidance as of January 1, 2009. The effect of implementing this guidance was not material to the Company's financial position or results of operations. |
12
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED) |
ASC 825, Financial Instruments ("ASC 825") includes guidance which was issued in February 2007 by the FASB and was previously included under Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115. The related sections within ASC 825 permit a company to choose, at specified election dates, to measure at fair value certain eligible financial assets and liabilities that are not currently required to be measured at fair value. The specified election dates include, but are not limited to, the date when an entity first recognizes the item, when an entity enters into a firm commitment or when changes in the financial instrument causes it to no longer qualify for fair value accounting under a different accounting standard. An entity may elect the fair value option for eligible items that exist at the effective date. At that date, the difference between the carrying amounts and the fair values of eligible items for which the fair value option is elected should be recognized as a cumulative effect adjustment to the opening balance of retained earnings. The fair value option may be elected for each entire financial instrument, but need not be applied to all similar instruments. Once the fair value option has been elected, it is irrevocable. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. This guidance was effective as of the beginning of fiscal years that began after November 15, 2007. The Company does not have eligible financial assets and liabilities, and, accordingly, the implementation of ASC 825 did not have an effect on the Company's results of operations or financial position. |
ASC 820, Fair Value Measurements and Disclosures ("ASC 820") (formerly included under Statement of Financial Accounting Standards No. 157, Fair Value Measurements) includes guidance that was issued by the FASB in September 2006 that created a common definition of fair value to be used throughout generally accepted accounting principles. ASC 820 applies whenever other standards require or permit assets or liabilities to be measured at fair value, with certain exceptions. This guidance established a hierarchy for determining fair value which emphasizes the use of observable market data whenever available. It also required expanded disclosures which include the extent to which assets and liabilities are measured at fair value, the methods and assumptions used to measure fair value and the effect of fair value measures on earnings. ASC 820 also provides additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. The emphasis of ASC 820 is that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, under current market conditions. ASC 820 also further clarifies the guidance to be considered when determining whether or not a transaction is orderly and clarifies the valuation of securities in markets that are not active. This guidance includes information related to a company's use of judgment, in addition to market information, in certain circumstances to value assets which have inactive markets. |
Fair value guidance in ASC 820 was initially effective for fiscal years beginning after November 15, 2007 and for interim periods within those fiscal years for financial assets and liabilities. The effective date of ASC 820 for all non-recurring fair value measurements of nonfinancial assets and nonfinancial liabilities was fiscal years beginning after November 15, 2008. Guidance related to fair value measurements in an inactive market was effective in October 2008 and guidance related to orderly transactions under current market conditions was effective for interim and annual reporting periods ending after June 15, 2009. |
The Company applied the provisions of ASC 820 to its financial assets and liabilities upon adoption at January 1, 2008 and adopted the remaining provisions relating to certain nonfinancial assets and liabilities on January 1, 2009. The difference between the carrying amounts and fair values of those financial instruments held upon initial adoption, on January 1, 2008, was recognized as a cumulative effect adjustment to the opening balance of retained earnings and was not material to the Company's financial position or results of operations. The Company implemented the guidance related to orderly transactions under current market conditions as of April 1, 2009, which also was not material to the Company's financial position or results of operations. |
13
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED) |
Recently Issued Standards |
In August 2009, the FASB issued ASC Update ("ASU") No. 2009-05, Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value ("ASC Update No. 2009-05"). This update amends ASC 820, Fair Value Measurements and Disclosures and provides further guidance on measuring the fair value of a liability. The guidance establishes the types of valuation techniques to be used to value a liability when a quoted market price in an active market for the identical liability is not available, such as the use of an identical or similar liability when traded as an asset. The guidance also further clarifies that a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are both Level 1 fair value measurements. If adjustments are required to be applied to the quoted price, it results in a level 2 or 3 fair value measurement. The guidance provided in the update is effective for the first reporting period (including interim periods) beginning after issuance. The Company does not expect that the implementation of ASC Update No. 2009-05 will have a material effect on its financial position or results of operations. |
In September 2009, the FASB issued ASC Update ("ASU") No. 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) ("ASC Update No. 2009-12"). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded commitments related to investments in the major category. The amendments in this update are effective for interim and annual periods ending after December 15, 2009 with early application permitted. The Company does not expect that the implementation of ASC Update No. 2009-12 will have a material effect on its financial position or results of operations. |
In October 2009, the FASB issued ASU No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging Issues Task Force)." ("ASC Update No. 2009-13). This updates set forth the guidance on the existing multiple-element arrangement currently in FASB Topic 605-25 (Revenue Recognition - Multiple-Element Arrangements). This new guidance eliminates the requirement that all undelivered elements have objective evidence of fair value before a company can recognize the portion of the overall arrangement fee that is attributable to the items that have already been delivered. Further, companies will be required to allocate revenue in arrangements involving multiple deliverables based on the estimated selling price of each deliverable, even though such deliverables are not sold separately by either company itself or other vendors. This new guidance also significantly expands the disclosures required for multiple-element revenue arrangements. The revised guidance will be effective for the first annual period beginning on or after June 15, 2010. The Company does not expect that the implementation of ASU No. 2009-13 will have a material effect on its financial statements. |
14
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED) |
Recently Issued Standards (Continued) |
In June 2009, FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) ("Statement No. 167"). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 ("FIN 46R") to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity's economic performance. This statement also enhances disclosures about a company's involvement in variable interest entities. Statement No. 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material impact on its financial position or results of operations. |
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140 ("Statement No. 166"). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 ("Statement No. 140") and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets, and enhances disclosure requirements. Statement No. 166 is effective prospectively, for annual periods beginning after November 15, 2009, and interim and annual periods thereafter. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 166 will have a material impact on its financial position or results of operations. |
Accounting Standards Issued But Not Yet Effective |
In January 2010, the Financial Accounting Standards Board ("FASB") issued an accounting standard update, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements. The Update would affect all entities that are required to make disclosures about recurring and nonrecurring fair value measurements. The Board concluded that users will benefit from improved disclosures in this Update and that the benefits of the increased transparency in financial reporting will outweigh the costs of complying with the new requirements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 30, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact this update will have on our financial statements. |
15
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED) |
Recently Issued Standards (Continued) |
Accounting Standards Issued But Not Yet Effective (Continued) |
In January 2010, the Financial Accounting Standards Board ("FASB") issued an accounting standard update to address implementation issues related to the changes in ownership provisions in the Consolidation-Overall Subtopic (Subtopic 810-10) of the FASB Accounting Standards Codification™, originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Subtopic 810-10 establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction. |
In December 2009, the Financial Accounting Standards Board ("FASB") issued an accounting standard update for improvements to financial reporting by enterprises involved with Variable Interest Entities. The subsections clarify the application of the General Subsections to certain legal entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support [FIN 46(R), paragraph 1, sequence 55.1] or, as a group, the holders of the equity investment at risk lack any one of the following three characteristics: [FIN 46(R), paragraph 1, sequence 55.2: |
a. The power, through voting rights or similar rights, to direct the activities of a legal entity that most significantly impact the entity's economic performance [FIN 46(R), paragraph 1, sequence 55.2.1]; |
b. The obligation to absorb the expected losses of the legal entity [FIN 46(R), paragraph 1, sequence 55.2.2]; |
c. The right to receive the expected residual returns of the legal entity. [FIN 46(R), paragraph 1, sequence 55.2.3]. |
The amendments in this update to the Accounting Standards Codification are the result of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The adoption of this update to improving the financial reporting by enterprises involved with Variable Interest Entities, as codified in ASC 810, did not have any impact on the Company's financial statements. |
In December 2009, the Financial Accounting Standards Board ("FASB") issued an accounting standard update, Transfers and Servicing (Topic 860) Accounting for Transfers of Financial Assets. The amendments in this update to the Accounting Standards Codification are the result of FASB Statement No. 166, Accounting for Transfers of Financial Assets. The adoption of this update did not have any impact on the Company's financial statements. |
16
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
4. AMOUNT DUE FROM A RELATED COMPANY |
December 31, 2009 |
September 30, 2009 |
||
Name | $ |
$ |
|
CIC Europe B.V. | 30,455 |
29,855 |
|
============= |
============= |
CIC Europe B.V. is the corporate director of Commodore Asia Holding Limited, subsidiary of the company. |
5. COMMON STOCK |
On June 20, 2007, the Company issued 10,000,000 shares of the Company at $0.001 per share for cash proceeds of $10,000, of which 4,500,000 shares were issued to the President of the Company for $4,500. |
On July 15, 2007, the Company issued 1,000,000 shares of the Company at $0.01 per share for cash proceeds of $10,000. |
The Company filed a SB-2 Registration Statement with the United States Securities and Exchange Commission to register 3,590,000 shares of common stock held by existing shareholders for resale at $0.02 per share for gross proceeds of $71,800. The Company did 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. |
On September 26, 2008, the Company issued 20,000 shares of the Company to a consultant for services at $0.01 per share for $200. |
On September 1, 2009 the Company entered into a Participation Agreement to acquire a 100% interests in CIC Europe Holding B.V. and a 49% interests in Commodore International B.V. for cash consideration and the issuance of 11,020,000 shares in the Company, of which 3,673,333 shares shall be issued to Mr. Ben Van Wijhe, the current President. For further details of this transaction, refer to Note 9. |
6. RELATED PARTY TRANSACTIONS |
On June 27, 2007 a 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, 2009 and September 30,2009, the amount due to directors were $77,779 and $24,922, respectively. The amount due to a director is unsecured, non-interest bearing and payable on demand. |
As of December 31, 2009 and September 30,2009, the non-current amount due to a director was $31,000 which is unsecured, non-interest bearing and payable on demand. |
During the three months ended December 31, 2009 the Group had the following transactions with related parties: | ||
a |
Mr. Te Hwai Ho, director and former President of the Company received $3,000 for his services as consultant to the Company for the three months ended December 31, 2009 and 2008; |
|
b |
the Group sold $600 of ultra mobile personal computers to CIC Europe B.V., a director of the subsidiary; and |
|
In January 2010, 3,673,333 shares will be issued to Mr. Ben Van Wijhe whom will transfer to the Mitex Group Limited, a company partially owned by Mr. Ben Van Wijhe, Director and President of the Company under the Participation Agreement. For further details of this transaction, refer to Note 9. |
17
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
7. INCOME TAX |
No provision was made for income tax for the period from June 15, 2007 (Inception) to December 31, 2009 as the Company and its subsidiary had operating losses. For the period from June 15, 2007 (Inception) to December 31, 2009, the Company and its subsidiary incurred net operating losses for tax purposes of approximately $31,814 and $42,797, respectively. Total net operating losses carried forward at December 31, 2009, (i) for Federal and State purposes were $31,814 and $31,814, respectively and (ii) for its entities outside of the United States were $42,797 for the period ended December 31, 2009. The net operating loss carry-forward may be used to reduce taxable income through the year 2026. The availability of the Company's net operating loss carry-forwards is subject to limitation if there is a 50% or more change in the ownership of the Company's stock. |
There was no significant difference between reportable income tax and statutory income tax. The gross deferred tax asset balance as of December 31, 2009 was approximately $11,834 of which $4,772 was for US federal income tax and $7,062 was for Hong Kong income tax. A 100% valuation allowance has been established against the deferred tax asset, as the utilization of the loss carry-forwards cannot reasonably be assured. |
As reconciliation between the income taxes computed at the United States and Hong Kong statutory rate and the Group's provision for income taxes is as follows: |
December 31, 2009 |
|||
$ |
|||
United States federal income tax rate | 15% |
||
Valuation allowance-US federal income tax | (15%) |
||
---------------- | |||
Provision for income tax | - |
||
============= |
|||
Hong Kong statutory rate | 16.5% |
||
Valuation allowance - Hong Kong Rate | (16.5%) |
||
---------------- | |||
Provision for income tax | - |
||
============= |
18
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
8. SEGMENT REPORTING |
Business Segments |
For management purposes, the Group currently organized into two operating units - consulting services and trading of computers. Turnover represents the net amounts received and receivable for goods sold or services provided by the Group during the period. These units are the basis on which the Group reports its primary segment information. |
Segment information about these businesses is presented below. |
Consulting Services |
Computer Trading |
Consolidated |
||||||||||
For the three month ended |
For the three months ended |
For the three months ended |
||||||||||
2009 |
2008 |
2009 |
2008 |
2009 |
2008 |
|||||||
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
|||||||
Turnover | - |
7,500 |
9,412, |
9,412 |
7,500 |
|||||||
======== |
======== |
======== |
======== |
========= |
========= |
|||||||
Segment results | - |
4,500 |
(12,461) |
(12,461) |
4,500 |
|||||||
======== |
======== |
======== |
======== |
|||||||||
Unallocated corporate income | - |
- |
||||||||||
Unallocated corporate expenses | (7,107) |
(8,307) |
||||||||||
-------------- |
-------------- |
|||||||||||
Loss from operations | (19,568) |
(3,807) |
||||||||||
Finance costs | - |
(1) |
||||||||||
Loss for the period | (19,568) |
(3,808) |
||||||||||
========= |
========= |
|||||||||||
At December |
At December |
|||||||||||
ASSETS | ||||||||||||
Segment assets | 19,445 |
17,092 |
60,968 |
- |
80,413 |
17,092 |
||||||
Unallocated corporate assets | 12,710 |
5,802 |
||||||||||
-------------- |
-------------- |
|||||||||||
Consolidated total assets | 93,123 |
22,894 |
||||||||||
========= |
========= |
|||||||||||
LIABILITIES | ||||||||||||
Segment liabilities | - |
5,000 |
18,323 |
- |
18,323 |
- |
||||||
Unallocated corporate liabilities | 129,211 |
15,455 |
||||||||||
-------------- |
-------------- |
|||||||||||
Consolidated total liabilities | 147,534 |
15,455 |
||||||||||
========= |
========= |
|||||||||||
Depreciation of fixed assets | - |
- |
- |
- |
- |
- |
||||||
Impairment of goodwill/investments | - |
- |
- |
- |
- |
- |
||||||
======== |
======== |
======== |
======== |
========= |
========= |
|||||||
Geographical Segments |
The Group's customers are principally located in Hong Kong, PRC. |
19
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
9. SUBSEQUENT EVENTS |
i) Acquisition of subsidiary |
As announced in the Form 8-K, on September 1, 2009 the Company entered into a conditional Participation Agreement to acquire inter alia i) all the remaining shares, representing 50%, in the share capital of Commodore Asia Holdings Limited from CIC Europe Holding B.V.; ii) to acquire the 49% interests in the share capital of Commodore International B.V. held by Reunite Investments Inc.; and iii) to acquire all the issued share capital of CIC Europe Holdings B.V. held by its board of directors and Reunite Investments Inc.; against the issuance of 11,020,000 shares in the share capital of the Company and payment of an amount of up to Euro 2,500,000 during the course of business of 2 years commencing on the closing of the respective transactions. The transaction closed on January 6, 2010. |
The consideration for the acquisition is a payment of up to Euro 2,000,000 and the issuance of 11,020,000 shares of the Company's common stock valued at $0.01 per share. |
Business Combination |
The purchase price was allocated as follows: | ||||
US$ |
||||
Cash injection from sale of CAHL | 1,500,000 |
|||
Current assets | 227,860 |
|||
Due from former related companies | 371,550 |
|||
Bank overdraft | (19,990) |
|||
Due to a director | (257,070) |
|||
Due to a shareholder | (315,120) |
|||
Due to an affiliated company | (29,856) |
|||
Trade payables | (272,210) |
|||
Other payables | (326,280) |
|||
Accrued liabilities | (102,780) |
|||
Goodwill | 834,096 |
|||
1,610,200 |
||||
============== |
||||
Pro Forma Financials | ||||
The accompany pro forma consolidated financial statements are provided for informational purposes only. The pro forma consolidated balance sheets and pro forma consolidated statements of operations are unaudited and are not necessarily indicative of the consolidated financial position which actually would have occurred if the above transactions had been consumed on September 30, nor does it purpose to present the operating results that would be achieved for future periods. |
The unaudited pro-forma consolidated financial statements reflect financial information which gives pro-forma effect to the acquisition of 11,020,000 shares of the Company for the acquisition of CIC Europe Holding B.V., Commodore International B.V. and the remaining interests in Commodore Asia Holdings Limited. |
The acquisition is to be recorded as a purchase acquisition. The pro forma consolidated balance sheets included herein reflects the use of the purchase method of accounting for the above transaction. |
Unaudited Pro Forma Consolidated Balance Sheet |
The acquisition was completed on January 6, 2010 and has been accounted for in the consolidated balance sheet presented in the pro forma consolidated balance sheets as at September 30, 2009. |
Unaudited Pro Forma Consolidated Statement of Operations |
The pro forma consolidated statements of operations give effect to the above transaction as if it occurred on the earliest date of the period presented i.e. October 1, 2008. |
20
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
9. SUBSEQUENT EVENTS (Continued) |
|
UNAUDITED PRO-FORMA CONSOLIDATED BALANCE SHEETS |
AS OF SEPTEMBER 30, 2009 |
US$ |
||||||||||||
ASSETS | ||||||||||||
Non-current assets: | ||||||||||||
Investment in associated companies | 750,000 |
|||||||||||
Current assets: | ||||||||||||
Inventory - resalable goods | 5,455 |
|||||||||||
Amount due from shareholder | 370,000 |
|||||||||||
Other receivable | 298,494 |
|||||||||||
Goodwill | 863,453 |
|||||||||||
------------------ |
||||||||||||
2,287,402 |
||||||||||||
============ |
||||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
Current liabilities: | ||||||||||||
Trade payable | 352,322 |
|||||||||||
Other payable | 357,347 |
|||||||||||
Accrued expenses | 113,212 |
|||||||||||
Bank overdraft | 12,602 |
|||||||||||
Amount due to shareholders | 1,063,570 |
|||||||||||
Amount due to directors | 281,992 |
|||||||||||
------------------ |
||||||||||||
Total current liabilities | 2,181,045 |
|||||||||||
============ |
||||||||||||
Non-current liabilities: | ||||||||||||
Amount due to a director | 31,000 |
|||||||||||
Minority interest | - |
|||||||||||
Stockholders' equity: | ||||||||||||
Common stock, $0.001 par value, 75,000,000 shares | ||||||||||||
authorized, 22,040,000 (2008: 11,020,000) shares | ||||||||||||
issued and outstanding | 22,040 |
|||||||||||
Additional paid up capital | 108,360 |
|||||||||||
Accumulated deficit | (55,043) |
|||||||||||
------------------ |
||||||||||||
Total stockholders' equity | 75,357 |
|||||||||||
------------------ |
||||||||||||
Total liabilities and stockholders' equity | 2,287,402 |
|||||||||||
============ |
21
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
9. SUBSEQUENT EVENTS (Continued) |
|
UNAUDITED PRO-FORMA CONSOLIDATED STATEMENTS OF OPERATIONS |
FOR THE YEAR ENDED SEPTEMBER 30, 2009 |
US$ |
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Net Revenues | 437,203 |
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Cost of Revenues | 200,603 |
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------------------ |
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Gross Profits | 236,600 |
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Other General and Administrative Expenses | 1,140,291 |
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Loss from Operations | (903,691) |
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Other Expenses: | ||||||
Interests | 8,761 |
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Net loss before minority interests | (912,407) |
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Share of loss of associate | 0 |
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------------------ |
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Net loss | (912,407) |
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Weighted Average Basic and Diluted Shares | 22,040,000 |
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============ |
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Loss Per Share Basic and Diluted | (0.04) |
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============ |
ii) Compensation Agreement |
Subsequent to the year end, on January 6, 2010 the Company entered into a compensation agreement with a former representative of CIC Europe Holding B.V. for previous costs incurred in developing the market. Under the agreement, the Company shall pay a total compensation of $350,000 which shall be paid as to $75,000 on or before March 1, 2010 $75,000 on or before May 1, 2010 and $200,000 by July 1, 2010 and issuance of 250,000 common stock in the Company. |
10. COMMITMENT |
In November 2009 the Company entered into an agreement with a consulting firm to provide investor relationship services to the Company. Under the agreement, the Company shall pay $4,500 per month plus 15,000 restricted common shares each month for an aggregate commitment of cash of $18,000 and 60,000 shares in the Company effective from December 1, 2009 for a term of 4 months period. |
22
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. |
23
Overview |
Asiarim Corporation, a Nevada corporation, was formed on June 15, 2007. We were originally 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 offered a range of electronic document conversion service for companies and individuals that need to file periodically with the SEC EDGAR system; however in the current fiscal year, the Company has stopped its consulting services business and this filing business so that it can focus on the other businesses in the Group. |
In January 2009, the Company entered into an agreement to source, manufacture, market, sale and distribute of Commodore branded products. The Company commenced purchasing and sale of samples of Commodore products at the ended March 31, 2009 and commenced commercial sales operation for its consumer electronics in May 2009. |
In September 2009, the Company entered into a conditional Participation Agreement to acquire the 49% interests in the "Commodore" brand, the entire European operation of Commodore and the remaining interests of our Asian operation for a total cash consideration of up to Euro 2,000,000 and the issuance of 11,020,000 shares of the Company. This transaction would solidify all the Commodore operations worldwide under the Company. On January 6, 2010, the Company closed the transaction. |
Business Overview |
Business Overview - Consulting services |
The financial meltdown of the global economy has put many businesses in a very conservative operation for 2009. Our management consulting business was detrimentally affected by the overall sentiments of the capital market as businesses conserved or stopped expansion or postponed development efforts in their businesses. The Company therefore stopped its consulting services business during the fiscal year ended September 30, 2009 and focused exclusively in the computer electronics business. |
Business Overview - Consumer Electronics Business |
On January 5, 2009 the Company entered into a joint venture agreement with CIC Europe Holding B.V., a subsidiary of Reunite Investments Inc. (formerly known as 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 $7 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 developing of new products for CIC and its affiliates worldwide, and the marketing and distributing of COMMODORE branded products in Asia and Africa. |
In September 2009, the Company entered into a conditional Participation Agreement to acquire the 49% interests in the COMMODORE brand, the entire European operation of COMMODORE and the remaining interests of our Asian operation for a total cash consideration of up to Euro 2,000,000 and the issuance of 11,020,000 shares of the Company. On January 6, 2010, the Company closed this transaction, effectively solidifying the worldwide COMMODORE operation under the Company. |
24
History |
COMMODORE was a pioneer in the computer industry. The Commodore C64 was one of the most popular computer models of its time. From 1982 to 1994, 17 million units of the Commodore C64 were being sold. |
The trade name COMMODORE can be dated back to 1954 and is one of the oldest and most well respected name in the consumer electronics and computer industry. |
Business Segment and Development |
As disclosed in our 10K Filing for the fiscal year ended September 30, 2009 the Company has started setting up the corporate structure and the business operations in Asia. The Company has 1) set up the manufacturing operations with our manufacturing partners, 2) set up the sales fulfillment network with selective countries in the Asia Pacific and Africa, 3) opened selected markets in Asia and Africa and 4) introduced a new exciting line of netbook computers, notebook computers, Pen Touch computers and monitors, Pen Touch Tablet computers, Multimedia Internet Device ("MID"), and a line of entertainment devices. |
During the three months ended December 31, 2009, the Company continued to prepare the product line up for 2010, and in particular for the 2010 CES show In Las Vegas. We have focused mainly to identify and secure the product line for 2010. We have now introduced a new line of LED TVs and tablet computers. |
With the completion of the acquisition of CIC Europe Holding B.V. in January 2010, we have now consolidated the worldwide operation under the Company. We plan to introduce our new line of computer and entertainment products into the USA and European markets in the first half of 2010. We will select distributors in each region and countries to represent our products. On the other side, the Asia Pacific operation expects to select distributors in Australia, Malaysia, China and select countries in Africa in the coming 3 months. |
In January 2010, the Company presented its products at the 2010 Consumer Electronic Show in Las Vegas with overwhelming interests from retailers and distributors. We expect to carry these interests into sales orders for the coming year. Although the computer market is extremely competitive, the COMMODORE name still carries many nostalgic memories for computer users where it represents their first computer experience. Thus we believe that our quality products and brand name will stir up the emotional response for users and choose our products over our competitors due to affiliation to the COMMODORE brand. |
Our efforts now are to realize some of these interests into sales opportunities. Going forward, the Company will establish sales networks in United Kingdom, USA, China and Australia to launch our products. |
Our business will be divided into 3 segments: Product Development and Manufacturing, Media Content and Brand Licensing & Distribution. |
Product Development and Manufacturing |
We will work with our manufacturing partners and outside product design houses as part of our team to develop innovative products. In the coming year we will continue to focus on innovative devices in all our product lines including convergent devices connecting the communication and computers into a single seamless integrated device |
We will also introduce a line of Pen Touch computers and Notebook computers to reposition the brand into the mainstream computer markets. |
25
Media Content |
In line with the COMMODORE strategy for our branded products, we will have all our products and devices link to our content portal at www.commodoreworld.com. Certain of our products will be equipped with a hotkey for a one touch linkup. Our customers will be offered services to keep and manage all their digital files, including but not limited to, online entertainment, news and personal entertainment center. We expect to commence activities in the Media Content in second half of 2010 by setting up the servers in Hong Kong. We shall also arrange for cooperation with content providers to offer contents on our COMMODORE portal for our device owners. |
Brand Licensing & Distribution |
The Company will actively market the re-launch of COMMODORE branded products at the 2010 Consumer Electronics Show in Las Vegas to its customers worldwide. We will unveil our 2010 line of products at this annual event which will be attended by industry buyers, distributors and retailers in USA and worldwide. We expect to receive orders at the show and deliver orders commencing from March 2010. In the Asia Pacific and Africa, the Company will identify local partners in each significant market to work with us to develop the brand name and image. In the USA and European markets, the brand is very recognizable and thus would likely be our primary target market initially. |
Overview - Detail Description of Consumer Electronics Business |
The following is a more detail description of our consumer electronics business. |
The Group's consumer electronics business consists of designing, sourcing, marketing, sales and distribution of a variety of multimedia and computer products under the COMMODORE brand name. These products include: |
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* |
Ultra Mobile Portable Computers (UMPCs); |
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* |
Netbooks; |
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* |
Notebook; |
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* |
Computer accessories; |
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* |
Pen Touch computers and monitors; |
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* |
LED TV Monitors; and |
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* |
Media Center systems. |
We believe we possess an advantage over our competitors due to the combination of: |
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* |
recognition of the COMMODORE brand; |
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* |
our distribution base and customer relations; and |
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* |
our sourcing expertise and vendor relations. |
We intend to continue leveraging our core competencies to offer a broad variety of current and new multi-media consumer electronic products to customers. We will seek to enter into distribution agreements that take advantage of our trademarks and utilize the logistical and sourcing advantages for products that are more efficiently marketed through these agreements. We will continuously evaluate potential licensure and distribution agreements. |
Our core business consists of selling, distributing, and licensing various moderately priced multi-media consumer electronic products in various categories. A substantial portion of our marketing and sales efforts are concentrated in North America and Europe initially and then to the Asia Pacific and Africa. |
Products |
Our current products are notebooks, UMPCs in the MID category, Pen Touch computers, LED TVs, and home entertainment systems. |
26
Growth Strategy |
We believe growth opportunities exist through the implementation of the following: | ||
* |
New distribution channels for additional lines of UMPCs; |
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* |
expansion into distribution channels we are not currently utilizing through new products and existing products outside of our traditional markets; |
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* |
further development of our direct to consumer sales channel, primarily through the further development of our internet web-site; |
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* |
higher penetration levels within our existing customers through increases in the products offered and sold; |
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* |
development and sales of new products not presently being offered by us; |
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* |
expansion of our existing customer base through our sales staff and outside sales representative organizations; |
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* |
continuation in capitalizing on the COMMODORE trademarks through outward license agreements with third parties to license the COMMODORE trademarks for products not currently being sold, and in geographic areas not presently being served; and |
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expansion through strategic mergers with and acquisitions of other business. |
We believe that the COMMODORE trademark is recognized in many countries. A principal component of our growth strategy is to utilize this global recognition of our brand name and our reputation for quality and cost competitive products to aggressively promote our products in these geographic territories. We believe that we will be able to compete more effectively by combining innovative approaches to our current product line and augmenting our product line with complementary products. We intend to pursue such plans either independently or through partnership with other companies as well as license arrangements, distributorship agreements and joint ventures. |
Sales and Distribution |
We have an integrated system to coordinate the purchasing, sales and distribution aspects of our operations. We receive orders from our customers, via electronic data interface, facsimile, telephone or mail. We do not have long-term contracts with any of our customers, but rather receive orders on an ongoing basis. Products sourced by us, generally from the southern China, are shipped by ocean or air freight. |
Marketing |
We will market and distribute our products in the Asia Pacific and Africa primarily through: | ||
* |
mass merchandisers; |
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discount retailers; |
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electronics retailers; and |
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distributors and specialty catalogers. |
Design and Manufacturing |
Our products are and will be manufactured by several original equipment manufacturers in accordance with our specifications. |
We have cooperation with a design team based in Shenzhen, China which is responsible for product development and works closely with the manufacturers. We work with the engineers to determine the detailed cosmetic, electronic and other features for new products, which typically incorporate commercially available electronic parts to be assembled according to our design. Accordingly, the exterior designs and operating features of the products reflect our judgment of current styles and consumer preferences. Our designs are tailored to meet the consumer preferences worldwide. |
27
Warranties |
We offer limited warranties for our multi-media consumer electronics products. Such warranties typically consist of a one year manufacturing defects for UMPCs under the condition that we or the manufacturer will provide spare parts to fix, or offer a new or similar unit in exchange for a non-performing unit, depending on the circumstances. |
Competition |
The industry is characterized by the short life cycle of products, which requires continuous re-design, improvement and development efforts. |
We primarily compete in the medium-priced sector of the netbook and multimedia products market. Management estimates that we have several dozen competitors that are manufacturers and/or distributors, many of which are much larger and have greater financial resources than Asiarim. We compete primarily on the basis of: |
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brand recognition; |
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reliability; |
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quality; |
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price; |
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design; |
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consumer acceptance of our products; and |
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high quality service and support to retailers and their customers. |
We also compete at the retail level for shelf space and promotional displays, all of which have an impact on our success in established and proposed distribution channels. |
Results of Operations |
FOR THE THREE MONTHS ENDED DECMBER 31, 2009 AND 2008. |
REVENUES |
The Company has realized revenue of $9,412 for the three months period ended December 31, 2009 and such revenue was mainly derived from the sale of computer products. The Company incurred a cost of revenue of $8,431, achieving a gross profit of $981 for the three months period ended December 31, 2009. For the three months period ended December 31, 2008, the Group realized revenue of $7,500 which was mainly derived from consulting services and a cost of revenue of $3,000 achieving a gross profit of $4,500. We hope to generate additional revenue as we establish additional distributors. |
OPERATING EXPENSES |
For the three months period ended December 31, 2009, our gross profit was $981 and our total operating expenses were $33,991, all of which were selling, general and administrative expenses, and loss attributable to minority interest of $13,442. Our net loss to our shareholders for the three months period ended December 31, 2009 was $19,568. This is in comparison to the same period ended December 31, 2008 where our gross profit was $4,500 and our total operating expenses were $8,307, all of which were general and administration expenses. We also had $1 in interest expenses and the net loss to our shareholders was $3,808 for the three months ended December 31, 2008. |
28
Liquidity and Capital Resources |
We do not have sufficient resources to effectuate our business. As of December 31, 2009, we had 12,710 in cash. We expect to incur a minimum of $500,000 in expenses during the next twelve months of operations. We estimate that this will be comprised of the following expenses: $300,000 in product development, $10,000 website development; $70,000 in marketing expenses, and $120,000 in general administrative expenses such as for salaries, corporate, legal and accounting fees, office overhead and general working capital. |
On January 5, 2009 the Company entered into an agreement to manufacture, source, and sale of Commodore branded products as disclosed on the 8K filing. Under the agreement, the Company will be required to raise up to $7 million for the business operations of the joint venture in accordance with the sales orders and business plans. |
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, 2009 regarding concerns about our ability to continue as a going concern. During the quarter ended December 31, 2009 the Company had revenues of $9,412 and incurred a net loss of $19,568; and an accumulated net loss of $74,611 for the period from June 15, 2007 (inception) to December 31, 2009. 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. |
29
Item 3. Quantitative and Qualitative Disclosures about Market Risk. |
Quantitative and Qualitative Disclosures about Market Risk: |
A smaller reporting company is not required to provide the information required by this Item. |
Off-Balance Sheet Arrangements: |
Other than as disclosed in the financial statements, the Company has no off-balance sheet obligations or guarantees and has not historically used special purpose entities for any transactions. |
Item 4T. Controls and Procedures. |
Evaluation of Controls and Procedures: |
In accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required to perform an evaluation under the supervision and with the participation of the Company's management, including the Company's principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period. |
Evaluation of Disclosure Controls and Procedures: |
Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2009, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in this Report was (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and instructions for Form 10-Q. |
Our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures had the following deficiency: |
* |
We were unable to maintain any segregation of duties within our business operations due to our reliance on limited personnel. While this control deficiency did not result in any audit adjustments to our interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties. Accordingly we have determined that this control deficiency constitutes a material weakness. |
To the extent reasonably possible, given our limited resources, our goal is to separate the responsibilities of Principal Executive Officer and Principal Financial Officer, intending to rely on two or more individuals. We will also seek to expand our current board of directors to include additional individuals willing to perform directorial functions. Since the recited remedial actions will require that we hire or engage additional personnel, this material weakness may not be overcome in the near term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants. |
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. |
30
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. |
None. |
Item 3. Defaults Upon Senior Securities. |
None. |
Item 4. Submission of Matters to a Vote of Security Holders. |
There was no matter submitted to a vote of security holders during the quarter ended December 31, 2009. |
Item 5. Other Information. |
None. |
Item 6. Exhibits |
Exhibit No. |
Description |
3.1 |
Articles of Incorporation (1) |
3.2 |
Bylaws (1) |
31.1 |
Rule 13a-14(a)/15d14(a) Certification of CEO (Attached Hereto) |
31.2 |
Rule 13a-14(a)/15d14(a) Certification of CFO (Attached Hereto) |
32.1 |
Section 1350 Certification of CEO (Attached Hereto) |
32.2 |
Section 1350 Certification of CFO (Attached Hereto) |
1 | Incorporated by reference to our Registration Statement on Form SB-2 filed with the SEC on November 7, 2007. |
31
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 | |
a Nevada corporation | |
Date: February 18, 2010 |
/s/ Ben van Wijhe |
--------------------------------------- | |
Ben van Wijhe | |
Principal Executive Officer |
Date: February 18, 2010 |
/s/ HO Te Hwai |
--------------------------------------- | |
HO Te Hwai | |
Principal Financial Officer |
32
EXHIBIT 31.1 |
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/s/ Ben van Wijhe |
EXHIBIT 31.2 |
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/s/ Te Hwai Ho |
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, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Ben van Wijhe, Chief Executive 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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/s/ Ben van Wijhe |
EXHIBIT 32.2 |
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, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Te Hwai Ho, 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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/s/ Te Hwai Ho |