Un Monde International Ltd. - Quarter Report: 2009 March (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 March 31, 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 April 30, 2009 was 11,020,000 shares of Common Stock, $0.001 par value. |
Page |
||
PART I. FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | |
Consolidated Balance Sheet - March 31, 2009 (Unaudited) | 3 |
|
Consolidated Statements of Operations - Three Months and Six Months ended March 31, 2009 and from June 15, 2007 (Inception) to March 31, 2009 (Unaudited) | 4 |
|
Consolidated Statement of Stockholders' Equity / (Deficit) - From June 15, 2007 (Inception) to March 31, 2009 (Unaudited) | 5 |
|
Consolidated Statements of Cash Flows - Six Months ended March 31, 2009 and from June 15, 2007 (Inception) to March 31, 2009 (Unaudited) | 6 |
|
Notes to Consolidated Financial Statements | 7-13 |
|
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 14-20 |
Item 3. | Quantitative and Qualitative Disclosure About Market Risk | 21 |
Item 4. | Controls and Procedures | 21 |
PART II. OTHER INFORMATION | ||
Item 1 | Legal Proceedings | 22 |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 22 |
Item 3 | Defaults Upon Senior Securities | 22 |
Item 4 | Submission of Matters to a Vote of Security Holders | 22 |
Item 5 | Other Matters | 22 |
Item 6. | Exhibits | 22 |
SIGNATURES | 23 |
|
PART I - FINANCIAL INFORMATION
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED BALANCE SHEET |
AS AT MARCH 31, 2009 AND SEPTEMBER 30, 2008 |
(UNAUDITED) |
(Stated in US Dollars) |
Note |
March 31, |
September 30, |
|||
(Unaudited) |
(Audited) |
||||
ASSETS |
|||||
Current assets: |
|||||
Cash and cash equivalents |
$ |
5,692 |
$ |
1,152 |
|
Accounts receivable |
69,848 |
17,592 |
|||
Prepaid expenses |
- |
4,597 |
|||
-------------------- |
------------------- |
||||
Total assets |
$ |
75,540 |
$ |
23,341 |
|
========== |
========= |
||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
Current liabilities: |
|||||
Other payable |
$ |
17,505 |
$ |
5,000 |
|
Account payable |
50,256 |
- |
|||
Accrual expenses |
5,446 |
2,500 |
|||
Amount due to a director |
16,151 |
4,594 |
|||
------------------- |
------------------- |
||||
Total current liabilities |
89,358 |
12,094 |
|||
------------------- |
------------------- |
||||
Minority Interest |
(9,406) |
- |
|||
Stockholders' equity: |
|||||
Common stock, $0.001 par value, 75,000,000 |
11,000 |
11,000 |
|||
Additional paid up capital |
9,200 |
9,200 |
|||
Deficit accumulated during the development stage | (24,612) |
(8,953) |
|||
------------------- |
------------------- |
||||
Total stockholders' (deficit) / equity |
(4,412) |
11,247 |
|||
------------------- |
------------------- |
||||
Total liabilities and stockholders' equity |
$ |
75,540 |
$ |
23,341 |
|
========== |
========= |
||||
See accompanying notes to the consolidated financial statements
3
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENTS OF OPERATIONS |
FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2009 |
AND FOR THE PERIOD FROM JUNE 15, 2007 (INCEPTION) TO MARCH 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
For the Period |
||||||
For the Three |
For the Six |
from June 15, |
||||
Months Ended |
Months Ended |
2007 (Inception) |
||||
March 31, |
March 31, |
to March 31, |
||||
2009 |
2009 |
2009 |
||||
---------------------- |
---------------------- |
---------------------- |
||||
Net Revenues | $ |
22,483 |
$ |
29,983 |
$ |
69,243 |
Cost of Revenues | 22,552 |
25,552 |
37,552 |
|||
---------------------- |
---------------------- |
---------------------- |
||||
Gross Profits / (Loss) | (69) |
4,431 |
31,691 |
|||
Other General and Administrative Expenses | 21,103 |
29,410 |
65,222 |
|||
---------------------- |
---------------------- |
---------------------- |
||||
Loss from Operations | (21,172) |
(24,979) |
(33,531) |
|||
Other Expenses | ||||||
Interests | 85 |
86 |
487 |
|||
---------------------- |
---------------------- |
---------------------- |
||||
Net loss before minority interest | (21,257) |
(25,065) |
(34,018) |
|||
Minority interest | 9,406 |
9,406 |
9,406 |
|||
Net Loss | $ |
(11,851) |
$ |
(15,659) |
$ |
(24,612) |
============= |
============= |
============= |
||||
|
11,020,000 |
11,020,000 |
10,883,542 |
|||
============= |
============= |
============= |
||||
|
$ |
0.00 |
$ |
0.00 |
$ |
(0.00) |
============= |
============= |
============= |
||||
* | Basic and diluted weighted average number of shares is the same since the Company does not have any dilutive securities. |
See accompanying notes to the consolidated financial statements
4
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY / (DEFICIT) |
FOR THE PERIOD FROM JUNE 15, 2007 (INCEPTION) TO MARCH 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
Deficit |
||||||||||||
accumulated |
||||||||||||
Common stock |
Additional |
during the |
Total |
|||||||||
-------------------------------- |
paid-in |
development |
stockholders' |
|||||||||
Shares |
Amount |
capital |
stage |
equity/(deficit) |
||||||||
--------------- |
-------------- |
--------------- |
---------------- |
--------------- |
||||||||
Balance at June 15, 2007 | - |
$ |
- |
$ |
- |
$ |
- |
$ |
- |
|||
(inception) | ||||||||||||
Issuance of founder shares for | ||||||||||||
cash at $0.001 per share - | ||||||||||||
June 20, 2007 | 10,000,000 |
10,000 |
- |
- |
10,000 |
|||||||
Sale of shares for cash at $0.01 | ||||||||||||
per share - July 15, 2007 | 1,000,000 |
1,000 |
9,000 |
- |
10,000 |
|||||||
Net loss | - |
- |
- |
(16,317) |
(16,317) |
|||||||
------------- |
------------- |
--------------- |
---------------- |
-------------- |
||||||||
Balance at September 30, 2007 | 11,000,000 |
$ |
11,000 |
$ |
9,000 |
$ |
(16,317) |
$ |
3,683 |
|||
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 | - |
- |
- |
(15,659) |
(15,659) |
|||||||
------------- |
------------- |
---------------- |
---------------- |
--------------- |
||||||||
Balance at March 31, 2009 | 11,020,000 |
$ |
11,000 |
$ |
9,200 |
$ |
(24,612) |
$ |
(4,412) |
|||
======== |
======= |
========= |
========= |
======== |
||||||||
See accompanying notes to the consolidated financial statements
5
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
FOR THE SIX MONTHS ENDED
MARCH 31, 2009 AND FROM JUNE 15, 2007 (INCEPTION) TO MARCH 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
For the Period |
||||
For the Six |
from June 15, 2007 |
|||
Months Ended |
(Inception) to |
|||
March 31, 2009 |
March 31, 2009 |
|||
----------------------- |
------------------------ |
|||
Cash Flows from Operating Activities: | ||||
Net Loss | $ |
(15,659) |
$ |
(24,612) |
Common stock issuance for services | - |
200 |
||
Minority interest | (9,406) |
(9,406) |
||
Adjustments to Reconcile Net Loss to Net Cash Used | ||||
in Operating Activities: | ||||
Changes in Assets and Liabilities: | ||||
Increase in Accounts Receivable | (52,256) |
(69,848) |
||
Decrease in Prepaid Expenses | 4,597 |
- |
||
Increase in Accrued Expenses | 2,946 |
5,446 |
||
Decrease in Other payable | 12,505 |
17,505 |
||
Increase in Due to a Director | 11,557 |
16,151 |
||
Increase in Account payable | 50,256 |
50,256 |
||
------------------- |
------------------- |
|||
Net Cash Used in Operating Activities | 4,540 |
(14,308) |
||
------------------- |
------------------- |
|||
Cash Flows from Investing Activities | - |
- |
||
------------------- |
------------------- |
|||
Cash Flows from Financing Activities: | ||||
Proceeds from Sale of Common Stock | - |
20,000 |
||
------------------- |
------------------- |
|||
Net Cash Provided by Financing Activities | - |
20,000 |
||
------------------- |
------------------- |
|||
Increase in Cash | 4,540 |
5,692 |
||
Cash - Beginning of Period | 1,152 |
- |
||
------------------- |
------------------- |
|||
Cash - End of Period | $ |
5,692 |
$ |
5,692 |
============= | ============= | |||
Supplemental Disclosures of Cash Flow Information: | ||||
Interest Paid | $ |
86 |
$ |
487 |
============= | ============= | |||
Income Taxes Paid | $ |
- |
$ |
- |
============= | ============= |
See accompanying notes to the consolidated financial statements
6
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED MARCH 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
1. |
ORGANIZATION |
Asiarim Corporation (the "Company") is a Nevada corporation, incorporated on June 15, 2007. The Company is currently a development stage enterprise, as defined by Statement of Financial Accounting Standard ("SFAS") NO. 7" Accounting and Reporting for Enterprises in the Development Stage". The Company's office is located in Hong Kong, China and its principal businesses are to provide business consulting services and the manufacture and sale of consumer electronic products. |
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 sale of certain 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 never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations. |
As of March 31, 2009, the Company has generated revenues of $69,243 since inception, and has incurred an accumulated deficit since inception totaling $24,612 at March 31, 2009 and its total liabilities exceed its totall assets by $4,412. 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 financial statements have been prepared in accordance with accounting principals generally accepted in the United States of America and the rules of the U.S. Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 2008. They do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements for the year ended September 30, 2008 included in the Company Form 10-K filed with the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interim period presented have been included. Operating results for the interim period are not necessary indicative of the results that may be expected for the respective full year. |
7
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED MARCH 31, 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 six months ended March 31, 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 |
|||||
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. |
|
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 |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED MARCH 31, 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. |
|
Income Tax |
|
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 |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED MARCH 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
3. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED) |
|
Stock-based compensation |
||
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. |
|
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. |
10
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED MARCH 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
3. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED) |
Recent Pronouncements |
|
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. |
11
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED MARCH 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
3. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED) |
Recent Pronouncements (continued) |
|
In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS") No. 141(R), "Business Combinations". SFAS 141(R) establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, an any noncontrolling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company does not anticipate that the adoption of this standard will have a material impact on these consolidated financial statements. |
|
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. |
|
4. |
COMMON STOCK |
As of March 31, 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 March 31, 2009. |
|
5. |
RELATED PARTY TRANSACTIONS |
During the three months ended March 31, 2009 and for the period from June 15, 2007 (date of inception) to March 31, 2009, the President received $3,000, and $18,000 respectively for his services as consultant to the Company. |
|
During the period from June 15, 2007 (date of inception) to March 31, 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 March 31, 2009 and September 30, 2008, the amount due to a director was $16,151 and $4,594, respectively. The amount due to a director is unsecured, non-interest bearing and payable on demand. |
12
ASIARIM CORPORATION |
(A DEVELOPMENT STAGE COMPANY) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE SIX MONTHS ENDED MARCH 31, 2009 |
(UNAUDITED) |
(Stated in US Dollars) |
6. |
INCOME TAXES |
No provision was made for income tax for the period from June 15, 2007 (Inception) to March 31, 2009 as the Company and its subsidiary had operating losses. In the period ended March 31, 2009, the Company and its subsidiary incurred net operating losses for tax purposes of approximately $15,206 and $9,406, respectively. Total net operating losses carried forward at March 31, 2009, (i) for Federal and State purposes were $15,206 and $15,206, respectively and (ii) for its entities outside of the United States were $9,406 for the period ended March 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 March 31, 2009 was approximately $3,927 of which $2,281 was for US federal income tax and $1,646 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: |
|
March 31, 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 | - |
||
============ |
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7. |
COMMITMENTS |
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. |
13
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
As used in this Form 10-Q, references to the "Company," "we," "our" or "us" refer to Asiarim Corporation, unless the context otherwise indicates. |
Forward-Looking Statements |
This Current Quarterly Report contains forward-looking information. Forward-looking information includes statements relating to future actions, acceptance in the marketplace of our products, payment of our outstanding obligations, future performance, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other such matters of the Company. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. |
Forward-looking information may be included in this Current Quarterly Report or may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the "SEC") by us. You can find many of these statements by looking for words including, for example, "believes," "expects," "anticipates," "estimates" or similar expressions in this Current Quarterly Report or in documents incorporated by reference in this Current Quarterly Report. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events. |
We have based the forward-looking statements relating to our operations on management's current expectations, estimates, and projections about us and the industry in which we operate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors. |
14
Overview
Asiarim Corporation, a Nevada Corporation, was formed on June 15, 2007. We are a development stage company, which have generated revenues of $69,243 from inception to March 31, 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 products. The Company has commenced purchasing and sale of samples of Commodore products in this quarter just then ended. The Company expects commercial sales will commence within the upcoming quarter. |
Consulting Service |
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. |
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. |
15
Edgar Filing Service |
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. |
16
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 and expects another 6 months to complete the process. 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. |
Media Content |
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 the next 6 months. |
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. |
General |
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. |
17
Results of Operations |
FOR THE THREE MONTHS AND SIX MONTHS PERIOD ENDED MARCH 31, 2009 AND FOR THE PERIOD FROM JUNE 15, 2007 (INCEPTION) TO MARCH 31, 2009. |
REVENUES |
The Company has realized revenue of $22,483 for the three months period ended March 31, 2009. The Company incurred a cost of revenue of $22,552, achieving a gross loss of $69 for the three months period ended March 31, 2009. We hope to generate additional revenue when we receive more contracts. |
The Company has realized revenue of $29,983 for the six months period ended March 31, 2009. The Company incurred a cost of revenue of $25,552, achieving a gross profit of $4,431 for the six months period ended March 31, 2009. We hope to generate additional revenue when we receive more contracts. |
For the period from June 15, 2007 (date of inception) to March 31, 2009, the Company realized revenue of $69,243, incurred a cost of revenue of $37,552 and achieved a gross profit of $31,691. |
OPERATING EXPENSES |
For the three months period ended March 31, 2009, our gross loss was $69 and our total operating expenses were $21,103, all of which were selling, general and administrative expenses, $85 in interest expenses and loss attributable to minority interest of $9,406,. Our net loss to our shareholders for the three months period ended March 31, 2009 was $11,851. |
For the six months period ended March 31, 2009, our gross profit was $4,431and our total operating expenses were $29,410, all of which were selling, general and administrative expenses, $86 in interest expenses and loss attributable to minority interest of $9,406. Our net loss to our shareholders for the six months period ended March 31, 2009 was $15,659. |
For the period from June 15, 2007 (date of inception) to March 31, 2009, the accumulated gross profit was $31,691, the total operating expenses was $65,222 which was all selling, general and administrative expenses, $487 in interest expenses and loss attributable to minority interest of $9,406 and resulting in an accumulated net loss to our shareholders of $24,612. |
18
Liquidity and Capital Resources |
We do not have sufficient resources to effectuate our business. As of March 31, 2009, we had 5,692 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 March 31, 2009 the Company had modest revenues of $22,483 and incurred a net loss of $11,851; and an accumulated net loss of $24,612 for the period from June 15, 2007 (inception) to March 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. |
19
Item 3. Quantitative and Qualitative Disclosures about Market Risk. |
Quantitative and Qualitative Disclosures about Market Risk: |
The Company is exposed to various market risks, including changes in interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes. The Company also has not entered into financial instruments to manage and reduce the impact of changes in interest rates and foreign currency exchange rates, although we may enter into such transactions in the future. |
Off-Balance Sheet Arrangements: |
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. |
Item 4. Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures: |
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive and financial officer have reviewed the effectiveness of our" disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(e) and 15d-14(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive and financial officers. |
Changes in Internal Controls over Financial Reporting: |
There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. |
20
PART II. OTHER INFORMATION |
Item 1. Legal Proceedings. |
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings. |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. |
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 fiscal quarter ended March 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 Te Hwai Ho (Attached Hereto) |
31.2 |
Rule 13a-14(a)/15d14(a) Certification of Te Hwai Ho (Attached Hereto) |
32.1 |
Section 1350 Certifications (Attached Hereto) |
1 | Incorporated by reference to our Registration Statement on Form SB-2 filed with the SEC on November 7, 2007. |
21
SIGNATURES
In accordance with to requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
Dated: May 19, 2009 |
ASIARIM CORPORATION |
||
By: |
/s/ Te Hwai Ho |
|
Name: |
Te Hwai Ho |
|
Title: |
President, Treasurer, Secretary, and Director |
|
(Principal Executive, Financial and |
||
Accounting Officer) |
||
23
EXHIBIT 31.1
Rule 13a-14(a)/15d-14(a) |
Certification
of Chief Executive Officer and Chief Financial Officer of the Company |
I, Te Hwai Ho, certify that: |
1. I have reviewed this quarterly report on Form 10-Q of Asiairm Corporation; |
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. The registrant 's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) |
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 registrant'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: May 19, 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 six months period ending March 31, 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: May 19, 2009 /s/ Te Hwai Ho Te Hwai Ho (Chief Financial Officer and Chief Executive Officer) |