UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10 - Q
(Mark One) |
[ x ] |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
|
For the quarterly period ended June 30, 2009 |
[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
|
For the transition period from [ ] to [ ] |
Commission File Number: [ ]
ASIARIM CORPORATION
(Exact Name of Registrant as Specified in Its
Charter)
Nevada |
83-0500896 |
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification No.) |
|
|
Suite 1601, 16F, Jie Yang Building, 271 Lockhart Road, Wanchai, Hong Kong |
n/a |
(Address of Principal Executive Offices) |
(Zip Code) |
+1 360 7173641
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former
Fiscal Year if Changed Since Last Report)
Indicate
by check whether the Registrant (1) has filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. |
Yes [ x ] No [ ]
Indicate
by check whether the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "small reporting
company" in Rule 12b-2 of the Exchange Act. (check one) |
Large Accelerated Filer [ ]
Accelerated Filer [ ] Non-Accelerated Filer [ ] Smaller
Reporting Company [ x ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). |
Yes [ ] No [ x ]
The
number of common equity shares outstanding as of July 31, 2009 was 11,020,000 shares of
Common Stock, $0.001 par value. |
INDEX
|
Page |
PART
I. FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
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Consolidated Balance
Sheet - June 30, 2009 (Unaudited) and September 30, 2008 |
3 |
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Consolidated
Statements of Operations - For The Three Months and Nine Months ended June 30, 2009 and
2008 (Unaudited) |
4 |
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Consolidated
Statement of Stockholders' (Deficit) / Equity - From June 15, 2007 (Inception) to June 30,
2009 (Unaudited) |
5 |
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Consolidated
Statements of Cash Flows - For The Nine Months ended June 30, 2009 and 2008 (Unaudited) |
6 |
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Notes to Consolidated
Financial Statements |
7-14 |
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Item 2. |
Management's
Discussion and Analysis of Financial Condition and Results of Operations |
15-20 |
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Item 3. |
Quantitative and
Qualitative Disclosure About Market Risk |
21 |
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Item 4. |
Controls and
Procedures |
21 |
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PART
II. OTHER INFORMATION |
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Item 1 |
Legal Proceedings |
22 |
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Item 2 |
Unregistered Sales of
Equity Securities and Use of Proceeds |
22 |
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Item 3 |
Defaults Upon Senior
Securities |
22 |
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Item 4 |
Submission of Matters
to a Vote of Security Holders |
22 |
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Item 5 |
Other Matters |
22 |
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Item 6. |
Exhibits |
22 |
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SIGNATURES |
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23 |
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PART I - FINANCIAL INFORMATION
ASIARIM CORPORATION |
CONSOLIDATED BALANCE SHEET |
AS AT JUNE 30, 2009 AND
SEPTEMBER 30, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
Note |
|
June 30,
2009 |
|
September 30,
2008 |
|
|
|
(Unaudited) |
|
(Audited) |
ASSETS |
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash and cash equivalents |
|
$ |
8,898 |
$ |
1,152 |
Accounts and other receivable |
|
|
71,248 |
|
17,592 |
Inventory |
|
|
1.841 |
|
- |
Prepaid expenses |
|
|
- |
|
4,597 |
|
|
|
-------------------- |
|
------------------- |
Total assets |
|
$ |
81,987 |
$ |
23,341 |
|
|
|
=========== |
|
========== |
|
|
|
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LIABILITIES
AND STOCKHOLDERS' (DEFICIT) / EQUITY |
|
|
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Current liabilities: |
|
|
|
|
|
Other payable |
|
$ |
27,517 |
$ |
5,000 |
Accounts payable |
|
|
51,360 |
|
- |
Accrual expenses |
|
|
8,582 |
|
2,500 |
Amount due to a director |
5 |
|
625 |
|
4,594 |
|
|
|
------------------- |
|
------------------- |
Total current liabilities |
|
|
88,084 |
|
12,094 |
|
|
|
------------------- |
|
------------------- |
Non-Current
liabilities: |
|
|
|
|
|
|
|
|
|
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|
Amount due to a director |
6 |
|
31,000 |
|
- |
Minority Interest |
|
|
(18,463) |
|
- |
|
|
|
|
|
|
Stockholders' (deficit) / equity: |
|
|
|
|
|
Common stock, $0.001 par value, 75,000,000 shares
authorized; 11,020,000 shares issued and outstanding
|
4 |
|
11,000 |
|
11,000 |
Additional paid up capital |
|
|
9,200 |
|
9,200 |
Accumulated
deficits |
|
|
(38,834) |
|
(8,953) |
|
|
|
------------------- |
|
------------------- |
Total stockholders' (deficit) / equity |
|
|
(18,634) |
|
11,247 |
|
|
|
------------------- |
|
------------------- |
Total liabilities and stockholders' equity |
|
$ |
81,987 |
$ |
23,341 |
|
|
|
=========== |
|
=========== |
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the consolidated financial
statements
3
ASIARIM
CORPORATION |
CONSOLIDATED STATEMENTS OF
OPERATIONS |
FOR THE THREE MONTHS AND NINE
MONTHS ENDED JUNE 30, 2009 AND 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
Three months periods
Ended June 30 |
Nine months periods
Ended June 30 |
|
------------------------------------------------ |
------------------------------------------------ |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
|
---------------- |
|
---------------- |
|
---------------- |
|
---------------- |
|
|
|
|
|
|
|
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Net revenue |
$ |
34,389 |
$ |
21,372 |
$ |
64,372 |
$ |
29,328 |
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
32,962 |
|
3,000 |
|
58,514 |
|
9,000 |
|
|
---------------- |
|
---------------- |
|
---------------- |
|
---------------- |
Gross profit |
|
1,427 |
|
18,372 |
|
5,858 |
|
20,328 |
|
|
|
|
|
|
|
|
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Other general and
administrative expenses |
|
24,706 |
|
1,483 |
|
54,116 |
|
13,909 |
|
|
---------------- |
|
---------------- |
|
---------------- |
|
---------------- |
(Loss) / Profit
from operations |
|
(23,279) |
|
16,889 |
|
(48,258) |
|
6,419 |
|
|
|
|
|
|
|
|
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Other expenses |
|
|
|
|
|
|
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Interest expenses |
|
- |
|
200 |
|
86 |
|
200 |
|
|
---------------- |
|
---------------- |
|
---------------- |
|
---------------- |
Net (Loss) /
Profit before minority interests |
|
(23,279) |
|
16,689 |
|
(48,344) |
|
6,219 |
|
|
|
|
|
|
|
|
|
Minority interest |
|
9,057 |
|
- |
|
18,463 |
|
- |
|
|
---------------- |
|
---------------- |
|
---------------- |
|
---------------- |
Net (Loss) /
Profit |
$ |
(14,222) |
$ |
16,689 |
$ |
(29,881) |
$ |
6,219 |
|
|
=========== |
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=========== |
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=========== |
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=========== |
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Weighted average
basic and diluted share outstanding * |
|
11,020,000 |
|
11,000,000 |
|
11,020,000 |
|
11,000,000 |
|
|
=========== |
|
=========== |
|
=========== |
|
=========== |
Loss per share -
basic and diluted |
$ |
(0.00) |
$ |
(0.00) |
$ |
(0.00) |
$ |
(0.00) |
|
|
=========== |
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=========== |
|
=========== |
|
=========== |
* |
Basic and diluted weighted
average number of shares is the same since the Company does not have any dilutive
securities. |
See accompanying notes to the consolidated financial
statements
4
ASIARIM
CORPORATION |
CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' (DEFICIT) / EQUITY |
FOR THE PERIOD FROM JUNE 15,
2007 (INCEPTION) TO JUNE 30, 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) |
- |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Issuance
of founder shares for |
|
|
|
|
|
|
|
|
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|
cash
at $0.001 per share - |
|
|
|
|
|
|
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June
20, 2007 |
10,000,000 |
|
10,000 |
|
- |
|
- |
|
10,000 |
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) |
|
------------- |
|
------------- |
|
--------------- |
|
---------------- |
|
-------------- |
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|
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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 |
|
|
|
|
|
|
|
|
|
|
Net
loss |
- |
|
- |
|
- |
|
(29,881) |
|
(29,881) |
|
------------- |
|
------------- |
|
---------------- |
|
---------------- |
|
--------------- |
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2009 |
11,020,000 |
$ |
11,000 |
$ |
9,200 |
$ |
(38,834) |
$ |
(18,634) |
|
======== |
|
======= |
|
========= |
|
========= |
|
======== |
|
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|
|
|
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|
See accompanying notes to the consolidated financial
statements
5
ASIARIM CORPORATION |
CONSOLIDATED STATEMENTS OF
CASH FLOWS |
FOR THE NINE MONTHS ENDED JUNE
30, 2009 AND 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
|
For the Nine months ended June 30 |
|
|
2009 |
|
2008 |
|
|
---------------------- |
|
----------------------- |
|
|
|
|
|
Cash Flows from
Operating Activities: |
|
|
|
|
Net
(Loss) / Profit |
$ |
(29,881) |
$ |
6,219 |
|
|
|
|
|
|
|
|
|
|
Minority interest |
|
(18,463) |
|
- |
Adjustments to
Reconcile Net Loss to Net Cash Used |
|
|
|
|
in
Operating Activities: |
|
|
|
|
Changes in Assets and Liabilities: |
|
|
|
|
Increase in Accounts and Other Receivable |
|
(53,656) |
|
(15,660) |
Increase in Inventory |
|
(1,841) |
|
- |
Decrease in Prepaid Expenses |
|
4,597 |
|
- |
Increase / (Decrease) in Accrued Expenses |
|
6,082 |
|
(1,150) |
Increase in Other Payable |
|
22,517 |
|
- |
(Decrease) / Increase in Due to a Director |
|
(3,969) |
|
1,192 |
Increase in Shareholder Loan |
|
- |
|
8,000 |
Increase in Non-Current Liabilities |
|
31,000 |
|
- |
Increase in Accounts Payable |
|
51,360 |
|
- |
|
|
------------------- |
|
------------------- |
|
|
|
|
|
Net
Cash Generated from / (Used in) Operating Activities |
|
7,746 |
|
(1,399) |
|
|
------------------- |
|
------------------- |
Net Increase /
(Decrease) in Cash |
|
7,746 |
|
(1,399) |
|
|
|
|
|
Cash - Beginning
of Period |
|
1,152 |
|
4,251 |
|
|
------------------- |
|
------------------- |
Cash - End of
Period |
$ |
8,898 |
$ |
2,852 |
|
|
============ |
|
============ |
|
|
|
|
|
Supplemental
Disclosures of Cash Flow Information: |
|
|
|
|
Interest Paid |
$ |
86 |
$ |
200 |
|
|
============ |
|
============ |
Income Taxes Paid |
$ |
- |
$ |
- |
|
|
============ |
|
============ |
See accompanying notes to the consolidated financial
statements
6
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS |
FOR THE NINE MONTHS ENDED JUNE
30, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
Asiarim Corporation (the "Company") is a Nevada corporation,
incorporated on June 15, 2007. The Company's office is located in Hong Kong, China and its
principal businesses are providing business consulting services and manufacturing and
selling of consumer electronic products. During this quarter, the Company commenced
commercial sales and there has been significant revenue therefrom. Since then, the Company
was no longer a development stage company. |
|
|
|
The Company has commenced its operations in the business consulting services
and has recorded revenue. On January 5, 2009 the Company entered into a joint venture
agreement to manufacture, distribute and sell of certain multimedia computer products
under the brand name of "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
never paid any dividends and is unlikely to pay dividends or generate significant earnings
in the immediate or foreseeable future. The continuation of the Company as a going concern
is dependent upon the ability of the Company to obtain necessary equity financing to
expand operations and the attainment of profitable operations. |
|
As of June 30, 2009, the Company has incurred an accumulated deficit since inception
totaling $38,834 at June 30, 2009 and its total liabilities exceed its total assets by
$18,634. These financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts and classification of
liabilities that might be necessary should the Company be unable to continue as a going
concern. These factors noted above raise substantial doubts regarding the Company's
ability to continue as a going concern.
|
3. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS |
|
The accompanying unaudited interim financial statements have been prepared in accordance
with accounting principals generally accepted in the United States of America and the
rules of the U.S. Securities and Exchange Commission, and should be read in conjunction
with the audited financial statements and notes thereto for the year ended September 30,
2008. They do not include all information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial statements.
However, except as disclosed herein, there has been no material change in the information
disclosed in the notes to the financial statements for the year ended September 30, 2008
included in the Company Form 10-K filed with the Securities and Exchange Commission. In
the opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of financial position and results of
operations for the interim period presented have been included. Operating results for the
interim period are not necessary indicative of the results that may be expected for the
respective full year.
|
7
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS |
FOR THE NINE MONTHS ENDED JUNE
30, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
|
3. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS
(CONTINUED) |
|
Principals of Consolidation |
|
The consolidated financial statements for the three months and nine months ended June 30,
2009 include the financial statements of the Company and a 50% subsidiary Commodore Asia
Holdings Limited ("CAHL") and its 100% holding in Commodore Electronics Limited
("CEL"). CAHL and CEL are considered subsidiary companies of the Company because
the Company controls the board of directors of CAHL and CEL. The results of subsidiary
acquired or sold during the period 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.
|
|
|
|
Place of |
|
Attributable |
|
Name of Company |
|
Incorporation |
|
Interest |
|
|
|
|
|
|
|
Commodore Asia Holdings Limited |
|
Hong Kong |
|
50%* |
|
Commodore Electronics Limited |
|
Hong Kong |
|
50%** |
|
|
|
|
|
|
|
* held directly by the Company
** held indirectly by the Company |
|
|
|
|
|
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates. |
|
Basic and Diluted Net Income (Loss) Per Share |
|
The
Company computes net income (loss) per share in accordance with SFAS No.
128."Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted earnings per Share (EPS) on the face of the income statement. Basic EPS is
computed by dividing net income (loss) available to common shareholders (numerator) by the
weighted average number of shares outstanding (denominator) during the period. Diluted EPS
gives effect to all dilutive potential common shares outstanding during the period using
the treasury stock method and convertible preferred stock using the if-converted method.
In computing diluted EPS, the average stock price for the period is used in determining
the number of shares assumed to be purchased from the exercise of stock options or
warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti
dilutive. |
8
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS |
FOR THE NINE MONTHS ENDED JUNE
30, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
|
3. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS
(CONTINUED) |
|
Fair Value of Financial Instruments |
|
Statement of financial accounting standard No. 107, Disclosures about fair value of
financial instruments, requires that the Company disclose estimated fair values of
financial instruments. Unless otherwise indicated, the fair values of all reported assets
and liabilities, which represent financial instruments, none of which are held for trading
purposes, approximate are carrying values of such amounts.
|
|
Cash and Cash Equivalents
|
|
The Company considers all liquid investments with a maturity of three months or less from
the date of purchase that are readily convertible into cash to be cash equivalents.
|
|
Website Development Costs
|
|
The Company recognizes the costs associated with developing a website in accordance with
the American Institute of Certified Public Accountants ("AICPA") Statement of
Position ("SOP") NO. 98-1,"Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use". Relating to website development costs the
Company follows the guidance pursuant to the Emerging Issues Task Force (EITF)
NO.00-2,"Accounting for Website Development Costs".
|
|
Costs associated with the website consist primarily of website development costs paid to
third party. These capitalized costs will be amortized based on their estimated useful
life over three years upon the website becoming operational. Internal costs related to the
development of website content will be charged to operations as incurred.
|
|
The Company accounts for income taxes under SFAS 109,"Accounting for Income
Taxes." Under the asset and liability method of SFAS 109, deferred tax
assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statements carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or settled.
Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period the enactment occurs. A valuation
allowance is provided for certain deferred tax assets if it is more likely than not that
the Company will not realize tax assets through future operations.
|
|
Foreign Currency Translation
|
|
The Company's functional and reporting currency is the United States dollar. Monetary
assets and liabilities denominated in foreign currencies are translated in accordance with
SFAS no. 52 "Foreign Currency Translation" using the exchange rate prevailing at
the balance sheet date. Gains and losses arising on translation or settlement of foreign
currency denominated transactions or balances are included in the determination of income.
Foreign currency transactions are primarily undertaken in Hong Kong dollars. The Company
has not, to the date of these financial statements, entered into derivative instruments to
offset the impact of foreign currency fluctuations.
|
9
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS |
FOR THE NINE MONTHS ENDED JUNE
30, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
|
3. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS
(CONTINUED) |
|
SFAS No. 123 prescribes accounting and reporting standards for all stock-based
compensation plans, including employee stock options, restricted stock, employee stock
purchase plans and stock appreciation rights. SFAS No. 123 requires compensation expense
to be recorded (i) using the new fair value method or (ii) using the existing accounting
rules prescribed by Accounting Principles Board Opinion No. 25, "Accounting for stock
issued to employees" (APB 25) and related interpretations with proforma disclosure of
what net income and earnings per share would have been had the Company adopted the new
fair value method. The Company has chosen to account for stock-based compensation using
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" and has adopted the disclosure only provisions of SFAS 123. Accordingly,
compensation cost for stock options is measured as the excess, if any, of the quoted
market price of the Company's stock at the date of the grant over the amount an employee
is required to pay for the stock. The Company has not issued any stock or share based
payments since its inception.
|
|
The Company accounts for stock-based compensation issued to non-employees and consultants
in accordance with the provisions of SFAS 123 and the Emerging Issues Task Force consensus
in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that
are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or
Services". Valuation of shares for services is based on the estimated fair market
value of the services performed.
|
|
Issuance of shares for service
|
|
The Company accounts for the issuance of equity instruments to acquire goods and services
based on the fair value of the goods and services or the fair value of the equity
instrument at the time of issuance, whichever is more reliably measurable.
|
|
The Company recognizes its revenue in accordance with the Securities and Exchange
Commissions ("SEC") Staff Accounting Bulletin No. 104,"Revenue Recognition
in Financial Statements" ("SAB 104"). Revenue is recognized upon shipment,
provided that evidence of an arrangement exists, title and risk of loss have passed to the
customer, fees are fixed or determinable and collection of the related receivable is
reasonably assured. Revenue is recorded net of estimated product returns, which is based
upon the Company's return policy, sales agreements, management estimates of potential
future product returns related to current period revenue, current economic trends, changes
in customer composition and historical experience.
|
10
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS |
FOR THE NINE MONTHS ENDED JUNE
30, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
|
3. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS
(CONTINUED) |
|
In February 2007, FASB issued Statement of Financial Accounting Standards No.
("SFAS") 159,"The Fair Value Option for Financial Assets and Financial
Liabilities - Including an Amendment of FASB Statement No. 115" ("SFAS
159"). SFAS 159 permits entities to choose to measure many financial instruments and
certain other items at fair value. Entities that elect the fair value option will report
unrealized gains and losses in earnings at each subsequent reporting date. The fair value
option may be elected on an instrument-by-instrument basis, with a few exceptions. SFAS
159 also establishes presentation and disclosure requirements to facilitate comparisons
between entities that choose different measurement attributes for similar assets and
liabilities. The requirements of SFAS 159 are effective for our fiscal year beginning on
January 1, 2008. The Company does not anticipate that the adoption of this standard will
have a material impact on these consolidated financial statements.
|
|
In December 2007, the SEC issued Staff Accounting Bulletin No. 110 ("SAB 110").
SAB 110 permits companies to continue to use the simplified method, under certain
circumstances, in estimating the expected term of "plain vanilla" options beyond
December 31, 2007. SAB 110 updates guidance provided in SAB 107 that previously stated
that the Staff would not expect a company to use the simplified method for share option
grants after December 31, 2007. Adoption of SAB 110 is not expected to have a material
impact on the Company's consolidated financial statements.
|
|
In December 2007, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard ("SFAS") No. 160, "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51". SFAS 160 establishes
accounting and reporting standards for the noncontrolling interest in a subsidiary and for
the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008. As such, the
Company is required to adopt these provisions at the beginning of the fiscal year ended
December 31, 2009. The Company does not anticipate that the adoption of this standard will
have a material impact on these consolidated financial statements.
|
|
In December 2007, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard ("SFAS") No. 141(R), "Business Combinations". SFAS
141(R) establishes principles and requirements for how the acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the liabilities
assumed, an any noncontrolling interest in the acquiree, recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase, and
determines what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS 141(R) is
effective for fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. As such, the Company is required to adopt these provisions at the
beginning of the fiscal year ended December 31, 2009. The Company does not anticipate that
the adoption of this standard will have a material impact on these consolidated financial
statements.
|
11
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS |
FOR THE NINE MONTHS ENDED JUNE
30, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
|
3. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS
(CONTINUED) |
|
Recent Pronouncements (continued) |
|
In March 2008, The Financial Accounting Standards Board ("FASB") issued SFAS No.
161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is
intended to improve financial reporting about derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better understand
their effects on an entity's financial position, financial performance, and cash flows. It
is effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. The adoption of SFAS
No. 161 is not expected to have a material effect on our consolidated financial position,
results of operation or cash flows.
|
|
In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60." Diversity exists in
practice in accounting for financial guarantee insurance contracts by insurance
enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance
Enterprises. This results in inconsistencies in the recognition and measurement of claim
liabilities. This Statement requires that an insurance enterprise recognize a claim
liability prior to an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. This Statement requires
expanded disclosures about financial guarantee insurance contracts. The accounting and
disclosure requirements of the Statement will improve the quality of information provided
to users of financial statements. SFAS 163 is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years. The adoption of FASB 163 is not expected to have a material impact on the
Company's financial position.
|
|
In May 2009, the FASB issued SFAS No. 165, "Subsequent Events." This Statement sets forth: 1) the period after the balance sheet date during
which management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements; 2) the
circumstances under which an entity should recognize events or transactions occurring
after the balance sheet date in its financial statements; and 3) the disclosures that an
entity should make about events or transactions that occurred after the balance sheet
date. This Statement is effective for interim and annual periods ending after June 15,
2009. The company adopted this Statement in the quarter ended June 30, 2009. This
Statement is not expected to have a material impact on the Company's consolidated
financial results.
|
|
In June 2009, the FASB issued SFAS No. 166 amends SFAS No. 140 by removing the exemption
from consolidation for Qualifying Special Purpose Entities (QSPEs). This Statement also
limits the circumstances in which a financial asset, or portion of a financial asset,
should be derecognized when the transferor has not transferred the entire original
financial asset to an entity that is not consolidated with the transferor in the financial
statements being presented and/or when the transferor has continuing involvement with the
transferred financial asset. The adoption of these standards is not expected to have any
material impact on the Company's Consolidated Financial Statements.
|
|
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No.
46(R)," SFAS No. 167 amends FASB Interpretation 46(R) to
eliminate the quantitative approach previously required for determining the primary
beneficiary of a variable interest entity and requires ongoing qualitative reassessments
of whether an enterprise is the primary beneficiary of a variable interest entity. The
adoption of these standards is not expected to have any material impact on the Company's
Consolidated Financial Statements.
|
|
In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 168, "The FASB Accounting Standards
Codification TM and the Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162" (the Codification).
The Codification, which was launched on July 1, 2009, became the single source of
authoritative nongovernmental U.S. GAAP, superseding existing FASB, American Institute of
Certified Public Accountants (AICPA), Emerging Issues Task Force (EITF) and related
literature. The Codification eliminates the GAAP hierarchy contained in SFAS No. 162 and
establishes one level of authoritative GAAP. All other literature is considered
non-authoritative. This Statement is effective for financial statements issued for interim
and annual periods ending after September 15, 2009. The implementation of this Statement
is not expected to have change to the company's Consolidated Financial Statements.
|
12
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS |
FOR THE NINE MONTHS ENDED JUNE
30, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
As of June 30, 2009, the Company has 75,000,000 shares authorized and 11,020,000 shares
issued and outstanding. There were no shares issued during the three months ended June 30,
2009.
|
5. |
RELATED PARTY TRANSACTIONS |
|
During the three months ended June 30, 2009 and for the period from June 15, 2007 (date of
inception) to June 30, 2009, the President received $3,000, and $21,000 respectively for
his services as consultant to the Company.
|
|
During the period from June 15, 2007 (date of inception) to June 30, 2009 the Director
subscribed for 4,500,000 shares in the Company at $0.001 per share for a total amount of
$4,500.
|
|
As of June 30, 2009 and September 30, 2008, the amount due to a director was $625 and
$4,594, respectively. The amount due to a director is unsecured, non-interest bearing and
payable on demand.
|
6. |
AMOUNT DUE TO A DIRECTOR |
|
The long term debt owed to a director of $31,000 is non interests bearing, non secured and
repayable on December 31, 2010.
|
13
ASIARIM CORPORATION |
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS |
FOR THE NINE MONTHS ENDED JUNE
30, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
|
|
No provision was made for income tax for the period from June 15, 2007 (Inception) to June
30, 2009 as the Company and its subsidiary had operating losses. In the period ended June
30, 2009, the Company and its subsidiary incurred net operating losses for tax purposes of
approximately $20,372 and $18,462, respectively. Total net operating losses carried
forward at June 30, 2009, (i) for Federal and State purposes were $20,372 and $20,372,
respectively and (ii) for its entities outside of the United States were $18,462 for the
period ended June 30, 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 June 30, 2009 was approximately $6,287 of
which $3,056 was for US federal income tax and $3,231 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:
|
|
|
|
June 30, 2009 |
|
|
|
$ |
United States
federal income tax rate |
|
|
15% |
Valuation
allowance-US federal income tax |
|
|
(15%) |
|
|
|
--------------- |
Provision for
income tax |
|
|
- |
|
|
|
============ |
Hong Kong
statutory rate |
|
|
17.5% |
Valuation
allowance - Hong Kong Rate |
|
|
(17.5%) |
|
|
|
--------------- |
Provision for
income tax |
|
|
- |
|
|
|
============ |
|
A subsidiary company has commitments to purchase manufacturing molds for making Ultra
Mobile Personal Computers for a total amount of $120,000 if there are insufficient
manufacturing orders to cover the costs of these molds. At the date of this report, the
management considers that there will be sufficient orders in the coming 12 months to cover
the costs of such molds from the manufacturers.
|
|
On January 5, 2009 the Company entered into a joint venture agreement with CIC EUROPE
HOLDING B.V., a subsidiary of Commodore International Corporation ("CIC") to
form a 50/50 joint venture company named Commodore Asia Holdings Limited ("CAH")
to facilitate the manufacturing and distribution of computer products under the brand name
of "Commodore" for the territories of Asia and Africa. Under the terms of the
joint venture agreement the Company will contribute up to a maximum of USD 7 million in
accordance to the sales orders and business plans. 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.
|
14
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.
|
15
Overview
Corporate
Overview
Asiarim Corporation, a Nevada Corporation, was formed on June 15, 2007. We have generated
revenues of $103,632 from inception to June 30, 2009. 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 provides a range of electronic document conversion (EDGARizing) service for
companies and individuals that need to file periodically with the SEC EDGAR system. In
January 2009, the Company entered into an agreement to manufacture and sale of Commodore
branded multimedia products. The Company had made purchasing and sale of samples of
commodore products in the first quarter, and has commenced commercial sales operation for
its consumer electronics since May 2009. Prior to the commencement of the commercial
operations in this quarter, Asiarim was a "shell company" (as such term is
defined in Rule 12b-2 under the Securities Exchange of 1934, as amended (the
"Exchange Act") and a "development stage company" (as defined by SFAS
No.7). |
Business Overview
|
The financial meltdown of the global economy has put many businesses in a very
conservative operational outlook for 2009-10. This has affected the overall business
outlook in the management consultancy businesses in the next year. Thus we will continue
to seek businesses opportunities in a tightening market, but this may prove difficult. Our
consulting services have seen the amount of business activities reduced this year. We will
continue to pursue this business, but we are not optimistic that we will be able to expand
this business in the current economic environment. We may need to focus more on our
consumer electronic / branding business in the near future.
|
Consulting Service
|
Our target market for companies located in North America is very small to medium sized
companies. We will not concentrate on any particular industry or limit ourselves to any
geographic area. If necessary, we will team up with other consultants if an engagement
requires knowledge or resources that we do not have.
|
We will work with these companies in several areas:
|
* |
Establish or modify a basic business plan; |
* |
Assist in developing a basic accounting system; |
* |
Develop a cost effective strategy to accomplish operating requirements; |
* |
Develop effective arrangements with vendors/subcontractors; |
* |
Assist in establishing a Web site and effective use of the Internet; and |
* |
Plan an advertising campaign. |
In the
Asia Pacific Region, our emphasis will be to assist these clients to establish an
effective business presence in the United States so that they will be in a position to
avail themselves of consumer and financial markets. In most cases, we are and will be a
part of a team of independent contractors which, in total, can provide a wide range of
services and knowledge to these clients. The team includes multiple nationals from their
native countries to develop variety languages and social comfort to the clients. |
Our portion of the work will generally be helping clients clearly identify the goals that
they want to achieve, assist them in establishing a budget to accomplish the identified
tasks and then identify a team of experts to assist in the project. Throughout the
project, we coordinate the efforts of team members, many of which we have identified and
recommended to the clients, and to keep all parties involved aware of the project's
status. Our fees are earned by functioning in a team coordinator/leader role on these
engagements in a manner similar to a general contractor.
|
16
Asiarim also provides US Securities and Exchange Commission (SEC) EDGAR document
conversion (EDGARizing) service for companies and individuals that are required to submit
periodical filings with the SEC EDGAR system.
|
We will strive to offer our clients the most technological EDGAR filing methods available.
Our EDGAR Filing Service will provide complete EDGAR conversion services and is available
24 hours a day, 7 days a week. We will offer all aspects of EDGAR I and II (ASCII &
HTML) conversion and filings. We will market our service by word of mouth or on our
website at www.asiarim.net . |
We earn our revenues in accordance with our pre-set price schedule which is posted in our
website. Our pricing method is based on the usual market practice and we believe it is
very competitive in the industry.
|
Over the next twelve months, we intend to continue our marketing efforts to promote our
consulting services to small to medium sized companies in North America and in the Asia
pacific Region, including assisting companies to establish a business presence in the
United States. More over, we will work with and as a part of a group of other independent
consultants in engagements involving our clients.
|
Our marketing strategy will be to promote our services and products on our website. We
will first focus on finish developing our website at www.asiarim.net. Once complete, we
anticipate that the website will be expanded to provide consultation information to small
to medium size businesses and information on current industry and market trends and
events. Our objective is to complete the development of our website by mid 2009 subject to
available resources. |
17
Consumer
Electronics Business |
On January 5, 2009 the Company entered into a joint venture agreement with CIC EUROPE
HOLDING B.V., a subsidiary of Commodore International Corporation ("CIC") to
form a 50/50 joint venture company named Commodore Asia Holdings Limited ("CAH")
to facilitate the manufacturing and distribution of computer products under the brand name
of "Commodore" for the territories of Asia and Africa. Under the terms of the
joint venture agreement and exclusive trademark license agreement, CIC will contribute the
exclusive license brand to Asia and Africa for a period of 5 years plus an automatic
extension of a further 5 years, and the Company will contribute up to a maximum of USD7
million. CIC shall also have the right to exchange its 50% interests in the joint venture
for 50% interests in the Company, subject to the joint venture company achieving certain
sales conditions. The joint venture company shall be responsible for providing sourcing
and development of new products for CIC and its affiliates worldwide, and the market and
distribution of Commodore branded products in Asia and Africa.
|
The Company has started setting up the corporate structure and the business operations.
The Company intends to 1) set up the manufacturing operations with our manufacturing
partners; 2) set up the worldwide sales fulfillment process 3) open select markets in Asia
and Africa; and 4) introduce new line of consumer electronic products in the Multimedia
Internet Device category.
|
Our business will be divided into 3 segments: Product Development and Manufacturing, Media
Content and Brand Distribution in Asia and Africa.
|
Product Development and Manufacturing
|
Our initial product will be Ultra Mobile Personal Computers ("UMPC") which are
low costs, scale down notebook computers for users to retrieve emails, to browse the
internet, use the multi-media purposes, and to perform simple tasks. The UMPC is
categorized as part of the Multimedia Internet Device ("MID"), which is a new
category of devices specifically designed to connect with the internet. We expect to work
with product developers and come up with a range of internet devices.
During this quarter, the Company has commenced selling its UMPC product, our "F'
Series, in Asia. We are now working with developers / manufacturers on other products for
the coming year.
|
In line with the worldwide strategy for Commodore branded products, we will roll out Asian
based content from our content portal - www.commodoreworld.com . All our
MIDs will be equipped with a hotkey for a one touch linkup. Our MID customers will be
offered free personal virtual storage locker to keep all their digital files, including
but not limited to, online entertainment files. We expect to commence activities in the
Media Content in 2010. |
Brand Distribution in Asia and Africa
|
The Company will actively market the Commodore branded products in Asia and Africa. The
current product line is Multimedia Internet Devices ("MID") which serves well in
respect of the 4,731 million internet users in Asia and Africa altogether. The Company
will identify local partners in each significant market to work with us to develop the
brand name and image. We expect to sign up at least one regional distributor in the
upcoming quarter.
|
The above business segments will be developed in various stages and priority according to
the financial resources available to the Company.
|
We do not have sufficient capital to operate our business and will require additional
funding to support operations throughout the next twelve months. There is no assurance
that we will have revenue in the future or that we will be able to secure the necessary
funding to develop our business.
|
18
FOR THE THREE MONTHS AND NINE MONTHS PERIOD ENDED JUNE 30, 2009 AND 2008.
|
The Company has realized revenue of $34,389 for the three months period ended June 30,
2009 and such revenue was mainly derived from the sale of computer products. The Company
incurred a cost of revenue of $32,962, achieving a gross profit of $1,427 for the three
months period ended June 30, 2009. For the three months period ended June 30, 2008, the
Group realized revenue of $21,372 which was mainly derived from consulting services and a
cost of revenue of $3,000 achieving a gross profit of $18,372. We hope to generate
additional revenue as we establish additional distributors.
The Company has realized revenue of $64,372 for the nine months period ended June 30, 2009
which was mainly derived from the sale of computer products. The Company incurred a cost
of revenue of $58,514, achieving a gross profit of $5,858 for the nine months period ended
June 30, 2009. For the nine months period ended June 30, 2008, the Group realized revenue
of $29,328 which was mainly derived from consulting services and a cost of revenue of
$9,000 achieving a gross profit of $20,328.
|
For the three months period ended June 30, 2009, our gross profit was $1,427 and our total
operating expenses were $24,706, all of which were selling, general and administrative
expenses, and loss attributable to minority interest of $9,057. Our net loss to our
shareholders for the three months period ended June 30, 2009 was $14,222. This is in
comparison to the same period ended June 30, 2008 where our gross profit was $18,372 and
our total operating expenses were $1,483, all of which were general and administration
expenses. We also had $200 in interest expenses and the net profit to our shareholders was
$16,689 for the three months ended June 30, 2008.
For the nine months period ended June 30, 2009, our gross profit was $5,858 and our total
operating expenses were $54,116, all of which were selling, general and administrative
expenses, $86 in interest expenses and loss attributable to minority interest of $18,463.
Our net loss to our shareholders for the nine months period ended June 30, 2009 was
$29,881. In comparison to the same period ended June 30, 2008 where our gross profit was
$20,328 and our total operating expenses were $13,909 all of which were general and
administration expenses. We also had $200 in interest expenses and the net profit to our
shareholders was $6,219 for the nine months ended June 30, 2008.
|
19
Liquidity and
Capital Resources |
We do not have sufficient resources to effectuate our business. As of June 30, 2009, we
had 8,898 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, 2008 regarding concerns about our
ability to continue as a going concern. During the quarter ended June 30, 2009 the Company
had revenues of $34,389 and incurred a net loss of $14,222; and an accumulated net loss of
$38,834 for the period from June 15, 2007 (inception) to June 30, 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.
|
20
Item 3. Quantitative and
Qualitative Disclosures about Market Risk. |
Quantitative and Qualitative Disclosures about Market Risk: |
The Company is exposed to various market risks, including changes in interest rates.
Market risk is the potential loss arising from adverse changes in market rates and prices,
such as interest rates and foreign currency exchange rates. The Company does not enter
into derivatives or other financial instruments for trading or speculative purposes. The
Company also has not entered into financial instruments to manage and reduce the impact of
changes in interest rates and foreign currency exchange rates, although we may enter into
such transactions in the future.
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Off-Balance Sheet Arrangements:
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Other than as disclosed in the financial statements, the Company has no off-balance sheet
obligations nor guarantees and has not historically used special purpose entities for any
transactions.
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Item 4. Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures: |
Our disclosure controls and procedures are designed to ensure that information required to
be disclosed in reports that we file or submit under the Securities Exchange Act of 1934
is recorded, processed, summarized and reported within the time periods specified in the
rules and forms of the United States Securities and Exchange Commission. Our principal
executive and financial officer have reviewed the effectiveness of our" disclosure
controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules
13a-14(e) and 15d-14(e)) within the end of the period covered by this Quarterly Report on
Form 10-Q and have concluded that the disclosure controls and procedures are effective to
ensure that material information relating to the Company is recorded, processed,
summarized, and reported in a timely manner. There were no significant changes in our
internal controls or in other factors that could significantly affect these controls
subsequent to the last day they were evaluated by our principal executive and financial
officers.
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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.
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21
PART
II. OTHER INFORMATION |
Item 1. Legal Proceedings.
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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.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
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Item 3. Defaults Upon Senior Securities.
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Item 4. Submission of Matters to a Vote of Security Holders.
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There was no matter submitted to a vote of security holders during the fiscal quarter
ended June 30, 2009.
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Item 5. Other Information.
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Exhibit No. |
Description |
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3.1 |
Articles of
Incorporation (1) |
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3.2 |
Bylaws (1) |
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31.1 |
Rule
13a-14(a)/15d14(a) Certification of Te Hwai Ho (Attached Hereto) |
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32.1 |
Section 1350 Certifications (Attached Hereto) |
1 |
Incorporated by reference to our Registration Statement on Form SB-2 filed
with the SEC on November 7, 2007. |
22
SIGNATURES
In
accordance with to requirements of the Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized. |
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ASIARIM CORPORATION
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By: |
/s/ Te Hwai Ho |
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Name: |
Te Hwai Ho |
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Title: |
President, Treasurer, Secretary, and Director |
|
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(Principal Executive, Financial and |
|
|
Accounting Officer) |
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23
EXHIBIT 31.1
Certification of Chief Executive Officer and Chief Financial Officer of the Company
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427
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I, Te
Hwai Ho, certify that: |
1. I have reviewed this quarterly report on Form 10-Q of Asiairm Corporation;
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2. Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
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3. Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
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4. The registrant's other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this
report is being prepared; |
(b) |
Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles; |
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and |
(d) |
Disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting. |
5. I
have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions): |
(a) |
All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and report
financial information; and |
(b) |
Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over financial
reporting. |
Dated:
August 7, 2009
/s/ Te Hwai Ho
Te Hwai Ho
(Chief Financial Officer and Chief Executive
Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Asiarim Corporation a Nevada corporation (the
"Company") on Form 10-Q for the nine months period ending June 30, 2009, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), Te Hwai Ho, Chief Executive Officer and Chief Financial Officer of
the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: |
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and |
(2) |
The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company. |
A signed original of this written statement required by Section 906 has been provided to
Asiarim Corporation, and will be retained by Asiarim Corporation and furnished to the
Securities and Exchange Commission or its staff upon request.
|
Dated: August 7, 2009
/s/ Te Hwai Ho
Te Hwai Ho
(Chief Financial Officer and Chief Executive
Officer) |