0001201135-13-000014.txt : 20140203 0001201135-13-000014.hdr.sgml : 20140203 20131009063901 ACCESSION NUMBER: 0001201135-13-000014 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 52 CONFORMED PERIOD OF REPORT: 20121231 FILED AS OF DATE: 20131009 DATE AS OF CHANGE: 20140103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT ONE FINANCIAL INC CENTRAL INDEX KEY: 0001201135 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 593641205 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50320 FILM NUMBER: 131142466 BUSINESS ADDRESS: STREET 1: 80 WALL STREET STREET 2: SUITE 818 CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-809-1200 MAIL ADDRESS: STREET 1: 80 WALL STREET STREET 2: SUITE 818 CITY: NEW YORK STATE: NY ZIP: 10005 10-K/A 1 creditone10k2012a.htm FORM 10-K AMENDMENT, DECEMBER 31, 2012 TABLE OF CONTENTS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K /A

Amendment No. 1

(Mark One)


x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012


o	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: 000-50320

CREDIT ONE FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Florida

59-3641205

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

80 Wall Street, Suite 818

New York, New York 10005

(Address of principal executive offices, including zip code)

(212) 809-1200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨ NO x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ¨ NO x

Indicate by check mark 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 preceding 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 mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files): YES x NO ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark 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 “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o	Accelerated filer o

Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ¨ NO x

State the aggregate market value of the voting and non-voting equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: Approximately $1,057 million.

(APPLICABLE ONLY TO CORPORATE REGISTRANT)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 302,155,623 shares of the registrant’s common stock were outstanding as of April 12, 2013.

DOCUMENTS INCORPORATED BY REFERENCE:

A description of "Documents Incorporated by Reference" is contained in Part IV, Item 15.

Explanatory Note

This Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2012 of Credit One Financial, Inc. (the “Company”) is being filed in response to comments by the Staff of the Securities and Exchange Commission (the “SEC”) in connection with its review of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on April 15, 2013 (the “Original Filing”).

The Original Filing is primarily being amended to: (1) revise the Company’s disclosure on Description of Business; (2) add two more risk factors on the Company’s dependence on our relationship with Lotus TV and on its investment in gold bullion; (3) revise the Company’s disclosure on MD&A; and (4) provide more detailed information on certain relationship and related transactions.

In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Form 10-K/A (No. 1) contains new certifications by the Company’s principal executive officer and the Company’s principal financial and accounting officer filed as exhibits hereto.

Except as set forth above, all other information in the Company’s Original Filing remains unchanged, and the Company has not updated or amended the disclosure contained in the amended items to reflect events that have occurred since the filing of the original Form 10-K.

CREDIT ONE FINANCIAL, INC.

TABLE OF CONTENTS


ITEM		Page
PART I

1.	Business	4

1A.	Risk Factors	5

1B.	Unresolved Staff Comments	9

2.	Properties	9

3.	Legal Proceedings	9

4.	Mine Safety Disclosure	9
PART II

5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10

6.	Selected Financial Data	11

7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

7A.	Quantitative and Qualitative Disclosures About Market Risk	13

8.	Financial Statements and Supplementary Data	14

9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26

9A	Controls and Procedures	26

9B.	Other Information	27

PART III

10.	Directors, Executive Officers and Corporate Governance	27

11.	Executive Compensation	30

12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31

13.	Certain Relationships and Related Transactions, and Director Independence	33

14.	Principal Accounting Fees and Services	33

PART IV

15.	Exhibits, Financial Statement Schedules	35

PART I

Item 1. BUSINESS

Background

Credit One Financial, Inc. (the "Company") was incorporated in the State of Florida on September 24, 1999. Prior to July 2007, the Company was engaged in market research regarding the cost and availability of non-performing credit card debt portfolio and in contemplating the acquisition of non-performing accounts receivable. In spite of it, no meaningful operations were carried out.

In July 2007, the Company’s four principal shareholders sold an aggregate of 6,962,438 shares, which represented 89.48% of the Company’s capital shares, to ten persons for a total of $625,000 in cash. Following the change of control, the Company made an effort to provide funding, primarily in the form of advance, to small- and medium-sized companies with good and feasible business plans, but lacking capital to implement their business plans. In January 2008, the Company ceased this business, and a joint venture, Moderation Limited (“Moderation”) was established in Hong Kong. The Company owned 51.6% of Moderation’s equity interest.

In January 2009, Liaoning Sinorth Resources Co., Ltd. was established in Liaoning, China, as Moderation’s wholly owned subsidiary. Its main business was production, processing and sale of mineral products, primarily graphite, in China. Despite the efforts the Company had made, the sales did not grow as much as the Company had expected. The Company found it more and more difficult to carry out its graphite business as planned. Accordingly, the Company started looking for new business opportunities.

On November 18, 2010, the Company sold its 51.6% equity interest in Moderation for $16 million Hong Kong dollars, approximately $2.06 million in cash. The transaction was closed on November 30, 2010, and the Company ceased to be a processor and distributor of graphite products.

On August 26, 2010, E&M International Limited (“E&M”), a newly established wholly-owned subsidiary of the Company, entered into an advertising agreement with Macau Lotus Satellite TV Media Limited (“Lotus TV”), pursuant to which Lotus TV authorizes E&M as its exclusive agent to operate all of its advertising businesses.

The term of this agreement is ten years from September 1, 2010 to August 31, 2020. In consideration for Lotus TV’s grant of the exclusive advertising rights, E&M agrees to pay Lotus TV a fixed fee on an annual basis regardless of the total amount of revenues generated from the advertising business to be received by E&M. Under the agreement, E&M paid Lotus TV an annual fee of HK$1,000,000 (approximately US$128,900) for the first year of the agreement. Such fee will increase at 10% every year for the following two years.

E&M also agrees to extend to Lotus TV, interest free, a credit facility consisting of a series of loans totaling a minimum of US$10 million over a period of ten years. The terms of each loan and the increase of the annual fee after the first three years of the agreement will be negotiated by the parties. As of December 31, 2012, the Company has loaned Lotus TV approximately $8.17 million under this agreement.

On September 16, 2010, the name of E&M was changed to CEM International Ltd.

The Company has not been involved in any bankruptcy, receivership or similar proceeding.

Description of Business

The Company, through its wholly owned subsidiary CEM International Ltd, operates as an advertising agent dedicated to creating, planning and handling advertising for its clients. On August 26, 2010, CEM entered into an exclusive agreement with Macau Lotus Satellite TV Media Limited (“Lotus TV”) to provide advertising services for a ten - year period commencing on September 1, 2010. Because our clients have created and produced their own advertising clips and trailers, or programs, we currently act only as an advertising placement agent for Lotus TV, and there is no advertising creating and planning activities involved at this time. Currently we only have two employees.

In consideration for the exclusive advertising rights granted by Lotus TV, CEM agreed to extend to Lotus TV, interest free, a credit facility consisting of a series of loans totaling $10 million over the course of the agreement. As of December 31, 2012, CEM has loaned Lotus TV approximately $8.17 million under this agreement , and as of December 31, 2012, Lotus TV has repaid $800,000 due under the notes

The funds the Company loaned to Lotus TV were from the private placements conducted in reliance upon exemptions from registration provided by Regulation S and/or Section 4(a)(2) promulgated under the Securities Act of 1933, as amended. All investors were not a “U.S. Person” as that term is defined in Regulation S.

As Lotus TV’s exclusive advertising agent, the Company provides advertising agency services to its clients by providing them with the advertising time slots the Company obtains from Lotus TV. Advertisers can purchase advertising time slots of Lotus TV directly from the Company.

The Company generates revenues primarily from advertising sales paid by clients for the planning and placement of advertisements on Lotus TV, which does not charge the Company for the advertising time slots allocated to the Company.

Sales and Marketing

Currently, all our clients are introduced or brought in by Lotus TV.

Government Regulation

As a U.S. based company doing business in Macau, the Company seeks to comply with all Macau laws, rules and regulations and pronouncements, and endeavor to obtain all necessary approvals from applicable Chinese regulatory agencies. The Company believes it is in compliance in all material respects with existing applicable statutes and government regulations affecting its business and operations.

Research and Development

For the year ended December 31, 2012, the Company did not conduct any research or development activities. The Company does not anticipate conducting such activities in the near future.

Seasonality

In general, there is no seasonal nature in our business.

Patents, trademarks, franchises, concessions, royalty agreements or labor contracts

The Company does not own any copyrights, franchises, concessions, royalty agreements, or labor contracts.

The Company has applied for certain patent and trademark. The legal costs associated with serving and protecting patent and trademark are being capitalized and will be amortized over its estimated useful life.

Employees

As of December 31, 2012, the Company had two employees. As its business activities increase in size, the Company may need to hire additional employees. None of the Company’s employees are covered by collective bargaining agreements. We believe our relationships with employees to be satisfactory.

Item 1A. RISK FACTORS

An investment in us involves a high degree of risk. Investors should carefully consider the risks below before making an investment decision. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. In such case, the trading price of our common stock could decline and investors could lose all or part of their investment. As of the date of this report, our management is aware of the following material risks.

Risks Related to the Company’s Business

We have incurred net losses in the past and may incur losses in the future.

We have incurred operating losses since our inception. As a result, at December 31, 2012 we had an accumulated deficit of $1,162,312. Our revenues from continuing operations for the years ended December 31, 2012 and 2011 were $407,832 and $128,643, respectively. There is no assurance that we can achieve profitability.

We have a limited operating history, which may make it difficult for you to evaluate our business and prospects.

We began our current business operations in 2010. Our limited operating history may not provide a meaningful basis for you to evaluate our business, financial performance and prospects. As a young company, we are subject to all of the risks associated with a new business enterprise. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by new business endeavors. We do not have a significant operating history which would provide you with meaningful information about our future operations.

Our business is mainly dependent on our relationship with Lotus TV, and the loss of this relationship could materially reduce our revenues, liquidity and cash flows.

We entered into an exclusive agreement with Macau Lotus Satellite TV Media Limited (“Lotus TV”) on August 26, 2010 to provide advertising services for a ten year period commencing on September 1, 2010. Currently our business is mainly dependent on our relationship with Lotus TV. The loss of this relationship, or Lotus TV’s inability to continue its business, could materially adversely our business, operating results and financial conditions.

We are dependent on limited number of clients to generate revenues. The loss of our clients’ business could result in a total lack of revenues unless we are able to continually attract additional clients.

Currently, the number of our clients is limited. If there were a material business disruption in any of those clients, we would likely lose a substantial amount of revenues. We intend to seek new and additional clients. With minimal clientele and no long-term arrangements or agreements with those clients, our future operations could be seriously affected especially if we fail to continue to secure additional and new clients. This could result in a total lack of revenues and would negatively impact our cash flows.

We generally do not have long-term contracts with our clients.

Our clients typically hire us on a project-by-project basis. Moreover, they generally have the right to terminate their relationships with us without penalty and with relatively short or no notice. Once a project is completed there is no assurance that a client will engage us for further services. The termination of our business relationships with any of our significant clients, or a material reduction in the use of our services by any of our significant clients, could adversely affect our future business, operating results and financial condition.

The market price of gold is volatile. A decline in gold price could result in decreased net income or losses and may negatively affect our business.

We invest in gold bullion. As of December 31, 2012 and 2011, we held gold bullion valued at $4,367,420 and $2,312,683, respectively. The price of gold can fluctuate significantly. The price of gold has been and will continue to be affected by numerous factors beyond our control, including interest rates, expectations regarding inflation, speculation, currency values,

central bank activities, governmental decisions regarding the disposal of precious metals stockpiles, global and regional demand and production, political and economic conditions and other factors. The gold price may decline in the future. A substantial or extended decline in gold price would adversely impact our net income and may negatively affect our business.

The impact of worldwide economic and business conditions, including the resulting effect on advertising budgets as the same are being reallocated to Internet marketing, may adversely affect our business, operating results and financial condition.

Our performance is subject to worldwide economic conditions and their impact on levels of advertising. In addition, the marketing budgets that have been traditionally invested in mediums such as print and television media are now being reallocated to Internet marketing, our existing and potential clients may no longer consider investment in our marketing solutions a necessity, or may reduce their advertising budgets in television. Historically, economic downturns have resulted in overall reductions in advertising spending. In particular, television marketing advertising solutions may be viewed by some of our existing and potential clients as a lower priority and may be among the expenditures to be reduced first as a result of unfavorable economic conditions. These developments could have an adverse effect on our business, operating results and financial condition.

We will require additional financing in the future, but such financing may not be available to us.

We will require additional capital to continue our operations. To date, our revenues from operations have not generated cash flow sufficient to finance our operations and growth. As a result, we have since our inception sought financing and we will likely continue to require additional financing in the future. If adequate funds are not available on acceptable terms, we may be unable to fund the operation of our business. As a result, we would likely be forced to dramatically alter or cease our operations.

If we raise additional capital, such capital raisings could dilute current shareholders’ ownership interests.

If additional funds are raised by the issuance of our equity securities, such as through the issuance of stock or convertible securities, then the ownership interest of our existing stockholders will be diluted. If additional funds are raised by the issuance of debt or other equity instruments, we may become subject to certain operational limitations (e.g., negative operating covenants), and such securities may have rights senior to those of the existing holders of common stock.

We face significant competition, and if we do not compete successfully, our profits may decline.

As a small business in the advertising industry, we face significant competition. We compete for advertisers primarily on the basis of network size and coverage, location, price, program quality, the range of services offered and brand recognition. We compete for advertising dollars spent in the television advertising sector. We also compete for overall advertising spending with other alternative advertising media, such as Internet, street facilities, billboard and public transport advertising, and with other traditional advertising media such as newspapers, magazines and radio.

Significant competition could reduce our operating margins and profitability and could have an adverse effect on our business, operating results and financial condition. Even though we have entered a long-term exclusive agreement with Lotus TV, our competitors generally have significantly larger advertising networks than we do, which gives them an ability to reach a larger number of potential consumers. There is no assurance that we will be able to successfully compete against new or existing competitors, and failure to compete may have an adverse effect on our business, operating results and financial condition.

Our operating results may fluctuate significantly, which make our future results difficult to predict and could cause our operating results to fall below expectations.

Our operating results may fluctuate significantly in the future due to a variety of factors, many of which are beyond our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful, and, therefore, prior results are not necessarily indicative of results to be expected in future periods.

Loss of key management personnel or our inability to attract and retain new qualified personnel could hurt our ability to operate and grow successfully.

Our success is dependent to a significant extent on our executive officers and key personnel. We do not have key man life insurance covering any of our executive officers. We may not be able to retain our executive officers and key personnel or attract additional qualified personnel. The loss of any of our executive officers or other key personnel, or our inability to recruit and retain qualified personnel, could hurt our ability to operate and make it difficult to execute our acquisition and internal growth strategies.

Risks Related to Doing Business in Macau

Our business operations may be adversely affected by the changing political and economic policies in Macau.

Considerable portions of our assets are located in Macau, and a considerable portion of our revenues are expected to derive from our operations in Macau. The Macau government exerts substantial influence and control over the manner in which we must conduct our business activities. Our ability to operate in Macau may be adversely affected by changes in Macau laws and regulations, including those relating to taxation, import and export tariffs, raw materials, environmental regulations, land use rights, property and other matters. As a result, changes in the political and economic policies of the Macau government could have a significant impact on the results of our operations and financial condition.

Our assets, officers and directors are located outside of the U.S. It is difficult to effect service of process and enforcement of legal judgments upon us and our officers and directors.

Our assets, officers and directors are located outside of the United States. As a result, it may be difficult to effect service of process within the United States and enforce judgment of the US courts obtained against us and our executive officers and directors. Particularly, our shareholders may not be able to:

Effect service of process within the United States on us or any of our executive officers and directors;

Enforce judgments obtained in U.S. courts against us based upon the civil liability provisions of the U.S. federal securities laws;

Enforce, in a court in Macau, judgments of U.S. courts based on the civil liability provisions of the U.S. federal securities laws; and

Bring an original action in a court in Macau to enforce liabilities against us or any of our executive officers and directors based upon the U.S. federal securities laws.

Fluctuations in the exchange rate between the Hong Kong dollar and the United States dollar may bring down our operating income.

The functional currency of our operations in Macau is the Hong Kong dollar. Results of our operations are translated at average exchange rates into United States dollars for purposes of reporting results. During the years ended December 31, 2012 and 2011 and through this date, there has been no significant fluctuation in exchange rates between Hong Kong dollars and US dollars. However, future fluctuations in exchange rates may adversely affect our expenses and results of operations as well as the value of our assets and liabilities. Any significant fluctuations in the exchange rate between the Hong Kong dollar and the United States dollar may bring down our operating income and lower our stock price. We have no current plans to undertake any hedging activity to minimize exchange rate fluctuations.

Risks Related to the Company’s Securities

Management exercises significant control over matters requiring shareholder approval which may result in the delay or prevention of a change in our control.

Dicky Cheung, our President and CEO, beneficially owned 90,693,454 shares, or approximately 30.02%, of our outstanding common stock as of December 31, 2012. Accordingly, he could significantly influence us on matters

submitted to the stockholders for approval. These matters include the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control that might otherwise be beneficial to our other stockholders. His interests may differ from the interests of our other shareholders.

Our stock is very thinly traded, and the price has been extremely volatile and may continue to fluctuate significantly, which may make it more difficult for you to resell shares when you want at prices you find attractive.

Our common stock is very thinly traded, and the price, if traded, has been and may continue to be subject to significant daily fluctuations. Consequently, investors may not be able to liquidate their investment at all, or if they are able to liquidate it may only be at a price that does not reflect the value of the business. Even if a more active market should develop, the price may be highly volatile. Consequently, there can be no assurances as to whether:

any market for our common stock will develop;

the prices at which our common stock will trade; or

the extent to which investor interest in us will lead to the development of an active, liquid trading market.

Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. There are no assurances that an orderly or liquid market will ever develop for the shares of our common stock.

Our common stock is subject to the penny stock restrictions which will create a lack of liquidity and make trading difficult or impossible.

Our common stock is currently subject to the penny stock rules adopted by the Securities and Exchange Commission. Under the SEC Rule 15g-9, a stock is considered a “penny stock” if it meets one or more of the following conditions: (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange; (iii) it is not quoted on the Nasdaq Capital Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets less than $5 million. The penny stock rules require brokers to provide extensive disclosure explaining the penny stock market and the risks associated with investing in penny stocks to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.

We may never pay any dividends to shareholders.

We have paid no cash dividends on our common stock to date and it is not anticipated that any cash dividends will be paid to holders of our common stock in the near future. While our dividend policy will be based on our operating results and capital needs of the business, it is anticipated that any earnings will be retained to finance our future expansion. As an investor, you should take note of the fact that a lack of a dividend can further affect the market value of our stock, and could significantly affect the value of any investment in the Company.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 2. PROPERTIES

Our principal executive offices are located at 80 Wall Street, Suite 818, New York, NY 10005. We pay rent of $650 per month for this space on a month-by-month sublease basis.

We believe that our property is suitable and adequate for our present and proposed needs. If additional spaces are required, we believe that we will be able to obtain such space on commercially reasonable terms.

Item 3. LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings and, to our knowledge, none of our officers, directors or principal shareholders are party to any legal proceeding in which they have an interest adverse to us.

Item 4. MINE SAFETY DISCLOSURE

Not applicable.

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company’s common stock is currently quote on the OTC QB maketplace under the symbol "COFI" , and has been traded very thinly and infrequently. , which limits its ability to locate accurate high and low bid prices for each quarter within the last two fiscal years. T he following table lists the quotations for the high and low bid prices .. which reflect inter-dealer prices without retail mark-up, markdown, or commissions and may not represent actual transactions.


		High		Low
Year ended December 31, 2012:
	First quarter	$	3.00	$	1.01
	Second quarter	$	5.00	$	1.01
	Third quarter	$	5.00	$	5.00
	Fourth quarter	$	5.00	$	5.00

Year ended December 31, 2011:
	First quarter	$	0.01	$	0.01
	Second quarter	$	0.01	$	0.01
	Third quarter	$	3.00	$	0.01
	Fourth quarter	$	3.00	$	0.01

Holders

As of March 29, 2013, the Company had approximately 58 holders of record of its common stock.

Dividends

The Company has never declared or paid any cash dividends on its common stock nor does the Company anticipate paying any in the foreseeable future. The Company expects to retain any future earnings to finance its operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon the Company’s earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not have any equity compensation plans.

Performance graph

As a smaller reporting company, the Company is not required to provide the information under this item.

Recent Sales of Unregistered Securities

On May 3, 2011, the Company entered into a Securities Purchase Agreement with 16 investors in a private placement. Pursuant to the agreement, the Company issued and investors purchased an aggregate of 300 million shares of the Company’s common stock, at a price of $0.03 per share, for an aggregate consideration of $9,000,000 in cash.

On January 30, 2013, the Company entered into a Securities Purchase Agreement with certain investors in a private placement. Pursuant to the agreement, the Company agreed to issue and investors agree to purchase an aggregate of 183 million shares of the Company's common stock, at a price of $0.03 per share, for an aggregate consideration of $5,490,000 in cash, which has not been received as of April 12, 2013.

All shares sold as described above were unregistered under the Securities Act of 1933, as amended. The shares were issued in reliance upon exemptions from registration provided by Regulation S and/or Section 4(a)(2) promulgated under the Securities Act of 1933, as amended.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

No purchases of our equity securities were made by us or any affiliated entity during the year ended December 31, 2012.

Item 6. SELECTED FINANCIAL DATA

Not required for smaller reporting companies.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Form 10-K. In addition to historical information, the following discussion and other parts of this Form 10-K contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by this forward-looking information due to the factors discussed under "Risk factors," and elsewhere in this Form 10-K.

Overview

Until November 30, 2010, the Company’s main business was processing and distribution of mineral products, primarily graphite products, in China. Despite the efforts it had made, the Company’s sales did not grow as much as the Company had expected. Because it was more and more difficult to carry out its graphite business, on November 18, 2010, the Company entered into a share purchase agreement with China Minerals International Ltd., by which the Company sold its 51.6% equity interest in Moderation Ltd. for $16 million Hong Kong dollars, approximately $2.06 million in cash, to China Mineral. The transaction was closed on November 30, 2010, and the Company ceased to be a processor and distributor of graphite products.

On August 26, 2010, E&M International Limited (“E&M”), a wholly-owned subsidiary of the Company, entered into an advertising agreement with Macau Lotus Satellite TV Media Limited (“Lotus TV”), pursuant to which Lotus TV authorized E&M as its exclusive agent to operate all of its advertising businesses (“Advertising Rights”).

The term of this agreement is ten years from September 1, 2010 to August 31, 2020. In consideration for Lotus TV’s grant of the Advertising Rights, E&M agreed to pay Lotus TV a fixed fee on an annual basis regardless of the total amount of revenues generated from the advertising business to be received by E&M. Under the agreement, E&M paid Lotus TV an initial annual fee of HK$1,000,000 for the first year of the agreement, which will increase at 10% every year for the following two years.

E&M also agreed to extend to Lotus TV, interest free, a credit facility consisting of a series of loans totaling a minimum of US$10 million over a period of ten years. The terms of each loan and the increase of the annual fee after the first three years of the agreement will be renegotiated by the parties. As of December 31, 2012, the Company has loaned Lotus TV approximately $8.17 million under this agreement , and as of December 31, 2012, $800,000 has been repaid due under the notes.

On September 16, 2010, the name of E&M was changed to CEM International Ltd.

As an advertising agent, we operate as an advertising agent dedicated to creating, planning and handling advertising for its clients. Because all of our clients have created and produced their own advertising clips and trailers, or programs, we currently act only as an advertising placement agent for Lotus TV, and there is no advertising creating and planning activities involved at this time. Currently we only have two employees.

In September 2012, the Company entered into an advertising agreement through Lotus TV in exchange for gold bullions valued at $2,014,825 at the time The terms of the contract provide that the Company will sell 10,000 minutes of advertising time divided into 30-second time slots for a total of 20,000 advertising slots. Revenue is recognized as advertisements are aired. During the year ended December 31, 2012, $149,978 of revenue was recognized related to advertising time slots used. The remaining amount is included in deferred revenue.

The Company invests in gold bullion. As of December 31, 2012 and 2011, we held gold bullion valued at $4,367,420 and $2,312,683, respectively. In September 2012, the Company entered into a Trust Agreement with a law firm as the trustee to hold the Company’s gold bullions. Upon receipt of the gold bullions, the Trustee issued electronic receipts, each known

as a “Goldeq”, which can be used, in lieu of gold, as an intermediary to facilitate the exchange of goods and services conducted on the Company’s proposed joint venture with Lotus TV, in which a series of interactive game shows will be launched via satellite TV and the Internet for viewers throughout the world to participate, and Lotus TV will provide broadcasting time. The goods and services originally proposed for exchange were household items or household services, such as books and audios, cosmetics, shoes and leather bags, computers and office suppliers, home repairs or web design, etc. To date, however, the Company has neither participated in the exchange of goods and services, nor in the interactive game shows ..

Results of Operations

For the Year ended December 31, 2012 Compared to 2011

Revenue

For the year ended December 31, 2012, the Company generated total revenue of $407,832, of which $37,519 were from the sale the advertising TV time obtained from Lotus TV, and $370,313 from advertising. Total revenue for the previous year was $128,643.

In September 2012, the Company entered into an advertising agreement in exchange for $2,014,825 of gold bullion. The terms of the contract provide that the Company will sell 10,000 minutes of advertising time divided into 30-second time slots for a total of 20,000 advertising slots. Revenue is recognized as advertisements are aired. During the year ended December 31, 2012, $149,978 of revenue was recognized related to advertising time slots used. The remaining amount is included in deferred revenue.

Operating expenses

Operating expenses for the year ended December 31, 2012 were $1,056,445, as compared to $622,346 for 2011. The increase in operating expenses was primarily due to handling fees paid for obtaining the Lotus TV advertising time and amortization of the advertising rights during the period.

On September 25, 2012, Lotus TV invoiced the Company $1,000,000 for handling fees related to an advertising agreement which had not commenced. The invoice terms included $200,000 cash and $800,000 reduction in the note receivable from Lotus TV. The $1,000,000 fee was set up as prepaid expense. The terms of the invoice are that the handling fee costs US $50 per 30-second time slot, for a total of 20,000 slots. The expense will be recognized over the use of the 20,000 time slots. During the year ended December 31, 2012, $74,880 of handling fee costs were included in operating expenses related to advertising time slots used.

Other income (expenses)

Our total other income (expenses) for the year ended December 31, 2012 was $397,023, which consisted of interest income of $364,793, unrealized gain on investments of $35,130, and a foreign currency exchange loss of $2,900. For 2011, the other income (expense) was $(41,467), which consisted of interest income of $223,247 and unrealized loss on investment of $264,714.

Net income (loss)

For the year ended December 31, 2012, the Company had a net loss of $251,590, or $0.00 per share, as compared to a net loss of $535,170, or $0.00 per share, for 2011.

Liquidity and Capital Resources

At December 31, 2012, the Company had a cash balance of $200,791. For the year ended December 31, 2012, the operating activities of the Company used net cash of $29,906, as compared to net cash used by the operating activities of $406,686 for the prior year. Cash used in 2012 operating activities resulted primarily from the following: current year net

loss of $251,590; offset by the net change in operating assets and liabilities of $118,635; and non-cash operating inflows of $103,049.

Net cash used in investing activities for the year ended December 31, 2012 amounted to $25,941 compared to $8,558,204 of net cash used in 2011. This 2012 amount pertains primarily to investments in trademark. The 2011 amount was primarily due to investment in note receivable of $7,019,778, investment in gold bullion of $2,577,397, and offset by changes in amounts due to director for gold investment of $275,223, and payment received on notes of $790,754.

For the year ended December 31, 2012, there were no financing activities. For the prior year (2011), the Company’s financing activities provided net cash of $9,000,000, which were proceeds from issuance of 300 million shares of the Company’s common stock in a private placement.

On January 30, 2013, the Company entered into a Securities Purchase Agreement with certain investors in a private placement. Pursuant to the agreement, the Company issued and investors purchased an aggregate of 183 million shares of the Company's common stock, at a price of $0.03 per share, for an aggregate consideration of $5,490,000 in cash.

Other than the funds the Company may loan to Lotus TV, it is estimated that the Company will require appropriately $450,000, or about $37,500 a month. In our opinion, available funds and revenues generated from our operation may not able to satisfy our capital requirements for the next 12 months , and we may need to raise additional funds to meet our needs and to pursue growth opportunities .. We may raise funds through private placements, either in equity offerings, or interest bearing borrowings. There is no guarantee that we will be able to raise additional funds through offerings or other sources. If we are unable to raise funds, our ability to continue with operations will be materially hindered.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, such as doubtful accounts, inventories, and impairment of long-lived assets. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The accounting policies that we follow are set forth in Note 2 to our financial statements as included in this report. These accounting policies conform to accounting principles generally accepted in the United States, and have been consistently applied in the preparation of the financial statements.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, the Company is not required to provide the information under this Item.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Certified Public Accounting Firm

To The Board of Directors of

Credit One Financial, Inc.

New York, New York

We have audited the accompanying consolidated balance sheets of Credit One Financial, Inc. and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flows for the years then ended. Credit One Financial, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Credit One Financial, Inc. and subsidiaries as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

/s/ Moss, Krusick & Associates, LLC

Winter Park, Florida

April 12, 2012

CREDIT ONE FINANCIAL, INC.

Consolidated Balance Sheets



	December 31, 2012		December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	200,791	$	250,167
Investment in gold bullion		4,367,420		2,312,683
Prepaid expenses and other current assets		1,105,628		173,772
Total current assets		5,673,839		2,736,622

Property, Plant and Equipment
Furniture and fixtures		6,556		6,556
Less: Accumulated depreciation		(4,295)		(2,331)
Total Property, Plant and Equipment		2,261		4,225

Trademark, net		48,370		21,824
Note receivable		4,058,268		4,487,907
Intangible assets, net of accumulated amortization of $862,427 and $360,212		3,843,938		4,335,309

Total Assets	$	13,626,676	$	11,585,887

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	295,067	$	49,421
Advance from officer		275,828		275,223
Deferred revenue		2,020,448		-
Total current liabilities		2,591,343		324,644

Shareholders’ equity:
Common stock, $0.001 par value, 500,000,000 shares authorized, 302,155,623 and 302,155,623 shares issued and outstanding as of December 31, 2012 and 2011, respectively		302,156		302,156
Additional paid-in capital		11,893,303		11,893,303
Accumulated deficit		(1,162,312)		(910,722)
Currency translation adjustment		2,186		(23,494)
Total shareholders’ equity		11,035,333		11,261,243

Total Liabilities and Shareholders’ Equity	$	13,626,676	$	11,585,887

See the accompanying notes to consolidated financial statements.

CREDIT ONE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)


			For the Year Ended December 31,
				2012		2011
Revenue
Advertising Revenue			$	370,313	$	123,504
TV Program				37,519		5,139
	Total revenue			407,832		128,643
Operating Expenses
	Selling, general and administrative			1,056,445		622,346
		Total operating expenses		1,056,445		622,346

Loss from operations				(648,613)		(493,703)

Other Income (Expenses)
	Foreign currency exchange gain (loss)			(2,900)		-
	Interest income			364,793		223,247
	Unrealized gain (loss) on investment			35,130		(264,714)
		Total other income (expenses)		397,023		(41,467)

Net Loss Before Income Taxes (Benefit)				(251,590)		(535,170)

Income Tax Provision (Benefit)				-		-

Net Loss			$	(251,590)	$	(535,170)

Other Comprehensive Income (Loss)
	Foreign currency translation adjustment			25,680		(18,131)

Total Comprehensive Income (Loss)			$	(225,910)	$	(553,301)

Income (Loss) Per Share:
	Basic and Diluted		$	(0.00)	$	(0.00)

Weighted Average Number of Shares:				302,155,623		302,155,623

See the accompanying notes to consolidated financial statements.

CREDIT ONE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

For the Years Ended December 31, 2012 and 2011



					Additional					Currency		Total
	Common Shares				Paid in		Accumulated			Translation		Stockholders’
	Number		Amount		Capital			Deficit		Adjustment		Equity
Balance at December 31, 2010	2,155,623	$	2,156	$	3,193,303	$		(375,552)	$	(5,363)	$	2,814,544

Issuance of common stock	300,000,000		300,000		8,700,000			-		-		9,000,000
Currency translation adjustment	-		-		-			-		(18,131)		(18,131)
Loss for the year ended December 31, 2011	-		-		-			(535,170)		-		(535,170)
Balance at December 31, 2011	302,155,623		302,156		11,893,303			(910,722)		(23,494)		11,261,243

Currency translation adjustment	-		-		-			-		25,680		25,680
Loss for the year ended December 31, 2012	-		-		-			(251,590)		-		(251,590)
Balance at December 31, 2012	302,155,623	$	302,156	$	11,893,303	$		(1,162,312)	$	2,186	$	11,035,333

See the accompanying notes to consolidated financial statements.

CREDIT ONE FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2012 and 2011


				2012		2011
Cash Flows from Operating Activities:
	Net Loss			$	(251,590)	$	(535,170)
	Adjustments to reconcile net loss to net
		cash used in operating activities:
			Accretion of interest on note receivable		(364,793)		(223,661)
			Amortization of intangible asset		501,008		355,850
			Depreciation		1,964		1,538
			Unrealized (gain) loss on investment		(35,130)		264,714
	Changes in operating assets and liabilities:
			Prepaid expenses and other current assets		(131,854)		(173,772)
			Accounts payable and accrued expenses		245,646		(96,185)
			Deferred revenue		4,843		-
			Cash used in operating activities		(29,906)		(406,686)

Cash Flows from Investing Activities:
	Purchase of property, plant and equipment				-		(5,182)
	Investment in note receivable				-		(7,019,778)
	Payments received on notes				-		790,754
	Investment in gold bullion				-		(2,577,397)
	Change in amount due to director for gold investment				605		275,223
	Investment in trademark				(26,546)		(21,824)
			Cash used in investing activities		(25,941)		(8,558,204)

Cash Flows from Financing Activities:
	Proceeds from issuance of common stock				-		9,000,000
			Cash provided by financing activities		-		9,000,000

Impact of foreign currency on cash					6,471		(26,068)
Net increase (decrease) in cash and cash equivalents					(49,376)		9,042

Cash and Cash Equivalents, Beginning					250,167		241,125

Cash and Cash Equivalents, Ending				$	200,791	$	250,167

Supplemental Cash Flow Information:
	Cash Payments For:
		Interest		$	-	$	-
		Income Taxes		$	-	$	-
	Non-Cash Investing Activities:
		Note receivable converted to prepaid expenses		$	800,000	$	-
		Gold bullion received for advertising agreement (deferred revenue)		$	2,014,825	$	-

See the accompanying notes to consolidated financial statements.

CREDIT ONE FINANCIAL, INC.

Notes to Consolidated Financial Statements

December 31, 2012

Note 1 –Nature of Business

Credit One Financial, Inc. (the “Company”) was incorporated in the State of Florida on September 24, 1999. The Company was engaged in market research regarding the cost and availability of non-performing credit card debt portfolios. It was also engaged in research regarding the current market price for re-performing portfolios as well as the market prices offered for portfolios deemed non-collectable at the time of sale.

In February 2008, the Company entered into a Joint Venture Agreement with Global Select Limited in Hong Kong. Under the agreement, a joint venture company, Moderation Limited, was set up in Hong Kong, whereby, on January 12, 2009, the Company contributed $16 million Hong Kong dollars, approximately $2.06 million, in exchange for 51.6% of the equity interest in Moderation, and Global Select and its partner together contributed $15 million Hong Kong dollars, approximately $1.94 million, for 48.4% of the equity interest in Moderation. The purpose of the joint venture is to engage in a business of natural resources products, primarily graphite at this time, in China.

In January 2009, Moderation Limited established a wholly owned subsidiary “Liaoning Sinorth Resources Co., Ltd.” in Yingkou, Liaoning Province, China. The main business of Liaoning Sinorth Resources Co., Ltd. is processing and distribution of mineral products, primarily graphite, in China.

In August 2010, the Company established a wholly owned subsidiary “E&M International Limited (“E&M”)” in the Cayman Islands. The purpose of E&M is to conduct its operations in the business of entertainment and media. On September 16, 2010, E&M changed its name to CEM International Ltd. (“CEM”).

On November 18, 2010, the Company entered into a share purchase agreement with China Minerals International Limited (“China Minerals”). Pursuant to the share purchase agreement, the Company agreed to sell and China Minerals agreed to acquire the Company’s 51.6% equity interest in Moderation Limited (“Moderation”), a subsidiary of the Company located in Hong Kong, for $16 million Hong Kong dollars, approximately $2.06 million in cash. The transaction was closed on November 30, 2010.

Note 2 - Summary of Significant Accounting Policies

Consolidation Scope and Principles of Consolidation

The consolidated financial statements present the financial position and the results of operations of Credit One Financial, Inc. and its 100% owned subsidiary, CEM International Ltd.

All significant intercompany transactions and balances have been eliminated in consolidation.

Provision for Income Taxes

Deferred income taxes result from temporary differences between the basis of assets and liabilities recognized for differences between the financial statement and tax basis thereon, and for the expected future tax benefits to be derived from net operating losses and tax credit carry forwards. The Company has approximately $474,192 in U.S. net operating loss carry-forwards and $688,119 in Macau net operating loss carry-forwards as of December 31, 2012, and a valuation allowance equal to the tax benefit of the accumulated net operating losses has been established since it is uncertain that future taxable income from operations in the United States of America will be realized during the applicable carry-forward periods. The net operating loss carry-forwards may be limited under the change of control provisions of the Internal Revenue Code, Section 382.

The Company applies the provisions of income tax accounting standards for uncertainty in income taxes, which prescribe a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. When applicable, the Company will include interest and penalties related to uncertain tax positions in income tax expense.

Use of Estimates in the Preparation of the Financial Statements

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, 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 and those differences could be material.

Fair Value Measurements

The Company follows accounting guidance relating to fair value measurements. This guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.

Level 2 – inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

Level 3 – unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the unobservable inputs.

The fair value of the Company’s financial instruments, which consist principally of cash and cash equivalents and investments in gold bullion, are based on level 1 input, and equal carrying amounts.

Cash and Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

As of December 31, 2012, the Company maintained $175,715 in foreign bank accounts not subject to FDIC coverage. The remaining balance of $25,076 at December 31, 2012 was maintained in a domestic bank account and fully insured by FDIC.

Investment in Gold Bullion

The Company invests in gold bullion. As a precious metal, the investment in gold bullion is stated at its monetary fair value as determined by the Chinese Gold & Silver Exchange Society. Any adjustments to the fair value of the investments are recorded in unrealized gain or loss on the accompanying consolidated statements of operations and comprehensive income (loss).

In September 2012, the Company entered into a Trust Agreement with a law firm as the trustee to hold the Company’s gold bullions. Upon receipt of the gold bullions, the Trustee issued electronic receipts, each known as a “Goldeq”, which can be used, in lieu of gold, as an intermediary to facilitate the exchange of goods and services conducted on the Company’s proposed joint venture with Lotus TV, in which a series of interactive game shows will be launched via satellite TV and the Internet for viewers throughout the world to participate, and Lotus TV will provide broadcasting time. To date, the Company has neither participated in the exchange of goods and services, nor interactive game shows.

Foreign Currency

The Company reports it financial position and results of operations in U.S. dollars. For its subsidiaries that have functional currencies that are foreign currencies, the elements of the financial statements are translated by using a current exchange rate. For assets and liabilities, the exchange rate at the balance sheet date is used and for revenues, expenses, gains, and losses, the exchange rate at the dates on which those elements are recognized is used. Transaction adjustments result from the process of translating the subsidiaries’ financial statements into US dollars and are not included in determining net income, but are reported in other comprehensive income. There were currency translation adjustments of $25,680 and $(18,131) as of December 31, 2012 and 2011, respectively. These were included in Other Comprehensive Income (Loss).

Foreign currency transactions are transactions denominated in a currency other than the entity's functional currency. At the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date. At each balance sheet date, recorded balances that are denominated in a currency other than the functional currency of the recording entity are adjusted to reflect the current exchange rate, with any resulting differences reported in the current period statement of operations. For the years ended December 31, 2012 and 2011, the Company recognized $2,900 and $0, respectively, of foreign currency exchange losses in the consolidated statements of operations.

Revenue Recognition

The Company recognizes revenue in accordance with Securities and Exchange Commission revenue recognition accounting standards.

As an advertising agent, CEM is in the service business dedicated to creating, planning and handling advertising for its clients. Advertising revenue is recognized upon the delivery of the contracted advertising services and when no significant Company performance obligation remains. Service revenue is recognized as the contracted services are rendered.

In September 2012, the Company entered into an advertising agreement in exchange for $2,014,825 of gold bullion. During the year ended December 31, 2012, $149,978 of revenue was earned under the arrangement. The remaining amount of $1,864,847 is included in deferred revenue at December 31, 2012.

Exclusive Advertising Rights

Exclusive advertising rights represent costs for exclusive rights to advertise on Macau Lotus Satellite TV Media Limited’s (“Lotus”) network. The costs were determined as the difference between the face value of non-interest bearing notes receivable from Lotus and the present value of the notes receivable at the time of issuance. This intangible asset is being amortized over the remaining life of the rights, which expire August 31, 2020.

Trademark

Legal costs associated with serving and protecting trademark are being capitalized and will be amortized over its estimated useful life.

Imputed Interest

In 2010 and 2011, the Company issued non-interest bearing notes receivable which mature in 2020. The notes receivable were recorded at issuance at its present value using an effective interest rate of 8%, which was the Company’s stated rate on another note receivable. At the balance sheet date, the notes are revalued with the change in present value recorded as interest income in the Consolidated Statements of Operations.

Impairment of Long Lived Assets

Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison for the carrying amount of an asset to future cash flows expected to be generated by the asset. If such assets are

considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair value of the assets which considers the discounted future net cash flows.

Property, Plant and Equipment

Acquisitions of property, plant and equipment are recorded at cost. Improvements and replacements of property, plant and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of furniture and equipment are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful life of each class of depreciable assets, which is 3-20 years.

Earnings Per Share

Earnings Per Share is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company's common stock at the average market price during the period. The Company has no stock options, warrants or other potentially dilutive instruments outstanding at December 31, 2012 and 2011, respectively.

Recently Issued Accounting Standards

The Company has evaluated all newly issued accounting pronouncements and believes such pronouncements do not have a material effect on the Company’s financial statements.

Note 3 - Note Receivable and Exclusive Advertising Rights Asset

CEM International Limited entered into an exclusive agreement with Macau Lotus Satellite TV Media Limited (Lotus) on August 26, 2010 to provide advertising services for a ten year period commencing on September 1, 2010. In consideration for the exclusive advertising rights granted by Lotus, CEM will provide advertising services and issue, over the course of the agreement, US$10 million in loans to Lotus. The amount and duration of each loan shall be negotiated by the parties, depending on Lotus’s financial needs.

On December 17, 2010, CEM issued Lotus TV a HK$15,000,000 (US$1,928,839) loan which is backed by a non-interest bearing promissory note, due on August 31, 2020. The note receivable was discounted to its estimated fair value of HK$7,105,808 (US$913,872) using an effective interest rate of 8%. This difference between the face value and the present value of HK$7,894,192 (US$1,014,967) was allocated to an intangible asset captioned Exclusive Advertising Rights.

On January 31, 2011, CEM issued Lotus TV an additional HK$6,084,000 (US$780,000) loan which is backed by a non-interest bearing promissory note, due on August 31, 2020. The note receivable was discounted to its estimated fair value of HK$2,833,577 (US$363,279) using an effective interest rate of 8%. This difference between the face value and the present value of HK$3,250,423 (US$416,721) was allocated to an intangible asset captioned Exclusive Advertising Rights.

On June 12, 2011, CEM issued Lotus TV a series of additional loans totaling HK$43,700,000 (US$5,623,255), backed by a non-interest bearing promissory note, due on August 31, 2020. The note receivable was discounted to its estimated fair value of HK$20,831,819 (US$ 2,680,610) using an effective interest rate of 8%. This difference between the face value and the present value of HK$22,868,181 (US$2,942,645) was allocated to the intangible asset captioned Exclusive Advertising Rights.

On August 9, 2011, CEM issued Lotus TV an additional loan HK$4,800,000 (US$614,731), backed by a non-interest bearing promissory note, due on August 31, 2020. The note receivable was discounted to its estimated fair value of HK$2,334,232 (US$ 299,814) using an effective interest rate of 8%. This difference between the face value and the present value of HK$2,465,768 (US$314,917) was allocated to the intangible asset captioned Exclusive Advertising Rights.

On September 25, 2012, Lotus TV invoiced the Company $1,000,000 for handling fees related to an advertising agreement which had not commenced. The invoice terms included $200,000 cash and $800,000 reduction in the note receivable balance due from Lotus TV. The $1,000,000 fee was included in prepaid expense, and is being amortized to expense as advertising slots are used. As of December 31, 2012, the balance of prepaid expenses related to this advertising agreement is approximately $931,000.

An intangible asset captioned Exclusive Advertising Rights has been recorded in the accompanying consolidated balance sheets representing the difference between the face amount of the notes receivable and the respective present values at the time of issuance. This difference was deemed an asset because the interest-free note was a condition of the exclusive agreement.

A Summary of the notes receivable and intangible asset are as follows:

SCHEDULE OF NOTE RECEIVABLE


Date of Note	Amount Paid Lotus TV	Discounted Note Balance at Inception	Note Balance As of 12/31/ 2011	Note Balance As of 12/31/2012
12/17/2010	$ 1,928,839	$ 913,872	$ 967,444	236,804
1/31/2011	780,000	363,279	392,395	425,945
6/12/2011	5,623,255	2,680,610	2,818,486	3,059,468
8/9/2011	616,523	299,814	309,582	336,051
	$ 8,948,617	$ 4,257,575	$ 4,487,907	4,058,268

SCHEDULE OF INTANGIBLE ASSET


Date of Note	Amount Paid Lotus TV	Amount Allocated to Intangible Asset	Intangible Asset, Net As of 12/31/ 2011	Intangible Asset, Net As of 12/31/2012
12/17/2010	$ 1,928,839	$ 1,014,967	$ 907,347	804,298
1/31/2011	780,000	416,721	377,149	335,489
6/12/2011	5,623,255	2,942,645	2,747,651	2,434,403
8/9/2011	616,523	316,709	303,162	269,748
	$ 8,948,617	$ 4,691,042	$ 4,335,309	3,843,938

Interest income accrued on the notes amounted to $364,793 for 2012 and $223,661 for 2011. Amortization of the intangible asset amounted to $501,008 for 2012 and $355,850 for 2011, and was included in selling, general and administrative expenses in the accompanying consolidated financial statements.

Note 4 – Income Taxes

The Company accounts for income taxes using the liability method, which requires recognition of deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns.

Effective January 1, 2008, the Chinese government enacted the Corporate Income Tax Law, and promulgated related regulations, which, among other things, imposes a unified income tax rate of 25% for both domestic and foreign invested enterprises. The tax rate for Macau is 12%.

Due to the Company’s accumulated net losses, there was no provision for income taxes. The Company’s effective tax rate for the period ended December 31, 2012 was 0% due to the net operating loss carry-forward. The Company’s taxes were subject to a full valuation allowance as follows at December 31, 2012 and December 31, 2011:


December 31, 2012

Tax		Accumulated Net			Deferred		Valuation
Jurisdiction		Operating Loss	Expiration		Tax Asset		Allowance

United States	$	474,192	2019 - 2032	$	178,438	$	(178,438)
Macau		688,120	2013 - 2015		82,574		(82,574)
	$	1,162,312		$	261,012	$	(261,012)


December 31, 2011

Tax		Accumulated Net			Deferred		Valuation
Jurisdiction		Operating Loss	Expiration		Tax Asset		Allowance

United States	$	414,498	2019-2031	$	155,976	$	(155,976)
Macau		496,223	2013-2014		59,547		(59,547)
	$	910,721		$	215,523	$	(215,523)

The net deferred tax asset generated by the loss carry-forward has been fully reserved.

The Company has no United States corporate income tax liability as of December 31, 2012 and 2011.

Note 5 – Capital Stock

On April 9, 2010, the Company filed a Certificate of Amendment with the Secretary of State of the State of Florida to increase the authorized number of shares of its common stock from 110,000,000 shares to 500,000,000 shares, with a par value of $0.001 per share. As of December 31, 2012, there were 302,155,623 shares of the Company’s common stock issued and outstanding.

On May 3, 2011, the Company issued an aggregate of 300 million shares of the Company’s common stock to 16 investors in a private placement at a price of $0.03 per share, for an aggregate consideration of $9,000,000 in cash.

Note 6 - Commitments and Contingencies

On August 26, 2010, E&M (name changed to CEM International Ltd on September 16, 2010) entered into an Advertising Agreement (the “Agreement”) with Macau Lotus Satellite TV Media Limited (“Lotus TV”), pursuant to which Lotus TV authorizes E&M as its exclusive agent to operate all of its advertising businesses, and to be entitled to all the revenues generated therefrom (“Advertising Rights”).

The term of this Agreement is 10 years from September 1, 2010 to August 31, 2020. In consideration for Lotus TV’s grant of the Advertising Rights, E&M agrees to pay Lotus TV a fixed annual fee every year (the “Annual Fee”) regardless of the total amount of advertising revenues received by E&M. Under the Agreement, E&M paid Lotus TV an initial Annual Fee of $1,000,000 Hong Kong dollars (approximately US$128,900) for the first year of the Agreement, which Annual Fee will increase at 10% every year for the following two years. The initial annual fee of $128,900 was paid in August 2011, and the second annual fee of $141,919 was due in August 2012, of which $103,544 was paid. The amount of Annual Fee payable at December 31, 2012 and December 31, 2011 was $90,412 and $47,197, respectively.

E&M also agrees to extend to Lotus TV, interest free, a credit facility consisting of a series of loans (each a “Loan”) totaling a minimum of US$10 million over a period of 10 years. The terms of each Loan and the increase of Annual Fee

after the first three years of the Agreement will be renegotiated by the parties. The Company currently expects that the loans will be originated from its cash reserve, advertising revenue and, if necessary, raised from the capital market.

License fee expense for the year ended December 31, 2012 and 2011 was $146,540 and $132,752, respectively, and was included in selling, general and administrative expenses.

Note 7 – Risks and Uncertainties

The Company’s business, financial condition and results of operations could be materially affected by many risks and uncertainties including the following:

As a U.S. based company doing business in Macau, the Company must comply with all Macau laws, rules and regulations, and pronouncements, and endeavor to obtain all necessary approvals from applicable Chinese regulatory authorities.

Fluctuations in the exchange rate between the Hong Kong currency and the U.S. dollar may impact the Company’s operating income.

Note 8 – Related Party Transactions

A director of the Company purchased investments in gold bullion on behalf of the Company in August 2011. Purchases made under this arrangement totaled approximately HKD $20 Million (USD $2.6 Million). HKD $2,137,915 (USD $275,828) remained payable to the director at December 31, 2012 and is non-interest bearing and due on demand.

In May 2011, the Company issued 90 million shares of its common stock, as part of the 300 million issued in a private placement, to a related party of Dicky Cheung, the Company’s president and CEO, in exchange for $2,700,000 in cash.

Note 9 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following at December 31, 2012 and 2011.

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES


		December 31, 2012		December 31, 2011
Accounts payable	$	202,075	$	2,224
Wages payable		2,580		-
License fee payable		90,412		47,197
Total	$	295,067	$	49,421

Note 10 - Subsequent Events

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued.

On January 30, the Company entered into a Securities Purchase Agreement with certain investors in a private placement. Pursuant to the agreement, the Company agreed to issue and investors agreed to purchase an aggregate of 183 million shares of the Company’s common stock at a price of $0.03 per share, for an aggregate consideration of $5,490,000 in cash which has not been received as of April 12, 2013.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON AUDITING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2012. Based on that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As used herein, the term “disclosure controls and procedures” means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms issued by the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

(b) Management’s report on internal control over financial reporting

The management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal controls over our financial reporting.

The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements.

To evaluate the effectiveness of our internal controls over financial reporting, we have adopted the framework prescribed by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and the related guidance provided in Internal Control Over Financial Reporting — Guidance for Smaller Public Companies, also issued by COSO.

Based on our evaluation of our internal controls as of December 31, 2012, our principal executive officer and principal financial officer concluded that our internal controls over financial reporting were effective.

Because of the inherent limitations in all control systems, no evaluation of control can provide absolute assurance that all control issues and instances of fraud or deviations, if any, within the Company have been detected. While we believe that our disclosure controls and procedures and our internal control over financial reporting are effective, in light of the foregoing, we intend to continue to examine and refine our disclosure controls and procedures and our internal control over financial reporting to monitor ongoing developments in this area.

(c) Changes in internal controls over financial reporting

There were no changes in our internal control over financial reporting that occurred during the fourth quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(d) Attestation Report of the Registered Public Accounting Firm

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting because as a smaller reporting company we are not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Item 9B. OTHER INFORMATION

None.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth the information about our directors and executive officer:


Name	Age	Positions Held	Director Since

Dicky Cheung	41	President, Chief Executive Officer, Chief Financial Officer, Secretary and Director	2007

Xueyi Fan	43	Director	2011

Mr. Dicky Cheung has been the Company's President, Chief Executive Officer, Chief Financial Officer, Secretary and the Director since July 2007. Mr. Cheung also serves the President of Companhhia Internacional Tek Tat Limitada, a privately held company located in Macau, since its formation in 2007.

Ms. Fan has been selected as a director of the Company since December 2011. She is the founder of XYZ Gallery, which makes and markets a variety of paintings and drawings in Beijing, China. Since 2002, Ms. Fan has been XYZ Gallery’s President, Chief Executive Officer, and Chief Financial Officer. In 2007, Ms. Fan co-founded Four-Season Matou Space Gallery in Beijing, China, and she has been served as its vice president in Arts and Business Development.

During the past five years, each of Mr. Cheung and Ms. Fan did not hold any directorship in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

Significant Employees

There are no significant employees other than our executive officer.

Family Relationships

None of our directors, executive officers, or key employees is related by blood, marriage, or adoption to any other Director, executive officer, or other key employees.

Involvement in Certain Legal Proceedings

None.

CORPORATE GOVERNANCE

The business, properties and affairs of the Company are managed by the Chief Executive Officer under the direction of the Board of Directors. The Board has responsibility for establishing broad corporate policies and for overall performance and direction of the Company, but is not involved in day-to-day operations. Members of the Board keep informed of the Company’s business by participating in Board meetings, by reviewing analyses and reports sent to them regularly, and through discussions with the Chief Executive Officer and other officers.

Board Leadership Structure and Board's Role in Risk Oversight

Mr. Dicky Cheung, our Chief Executive Officer, serves as the Chairman of the Board of Directors. As a result of the size of the Company and only having one executive officer, the Board believes this leadership structure provides the most efficient and effective leadership model for the Company by enhancing the Chairman and Chief Executive Officer’s ability to provide clear insight and direction of business strategies and plans to both the Board and management.

Management is responsible for the day-to-day management of risks the Company faces, while our whole board of directors has responsibility for the oversight of risk management. In its risk management role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

Because the Company has two board members, the board of directors’ role in overseeing the management of risk we face is conducted primarily through its committees, as discussed in the description of each committee below and as specified in each committee’s respective charter. The board of directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management potential risk exposures, their potential impact on our company and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the committee will report such matters to the full board. This enables the board of directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Management provides timely and comprehensive information to the board to support the board’s role in oversight, approval and decision-making. As often as required, the board reviews the Company’s strategy, the key risks affecting strategy, operations, reporting, legal and compliance, the status of those risks, and how those risks are being managed. At present the board has a standing Audit Committee, but the board does not have outstanding Nominating or Compensation Committees.

The board also regularly receives reports from our internal personnel and independent accountants.

Committees of the Board of Directors

The Company does not have nominating, compensation or audit committees of the Board. The full board conducts the function of an audit committee.

Audit Committee

Presently, the board of directors acts as the audit committee. Our board of directors does not have an “audit committee financial expert,” within the meaning of such phrase under applicable regulations of the Securities and Exchange Commission, serving on its audit committee. However, the board of directors believes that all members of its board are financially literate and experienced in business matters, and that one or more members of the board are capable of (i) understanding generally accepted accounting principles ("GAAP") and financial statements, (ii) assessing the general application of GAAP principles in connection with our accounting for estimates, accruals and reserves, (iii) analyzing and evaluating our financial statements, (iv) understanding our internal controls and procedures for financial reporting; and (v) understanding audit committee functions, all of which are attributes of an audit committee financial expert. The board believes that its current board is able to fulfill its role under SEC regulations despite not having a designated "audit committee financial expert."

Nominating Committee

The full board of directors of the Company functions as a Nominating Committee to select potential directors of the Company. The board has not specifically designated a separate nominating committee because all members of the board of directors desire to be involved in the selection of any new director. The board does not have a specific charter to govern its actions as a nominating committee.

There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the board of directors. The entire board of directors will assess candidates, whether submitted by management or stockholders, and make recommendations for election or appointment.

Stockholders may recommend director nominee candidates by sending the following information to the Board of Directors, Credit One Financial, Inc., 80 Wall Street, Suite 818, New York, NY 10005: stockholder’s name, number of shares owned, length of period held, and proof of ownership; name, age and address of candidate; candidate’s detailed resume; description of any arrangements or understandings between the stockholder and the candidate; and signed statement from the candidate confirming his or her willingness to serve on the Board of Directors.

The Company intends to seek additional qualified independent directors to serve on the board and ultimately form standing audit, nominating and compensation committees.

Director Independence

We are presently not required to comply with the director independence requirements of any securities exchange, which requires that a majority of a company's directors be independent.

Our board of directors has determined that Ms. Xueyi Fan is independent within the applicable rules of the SEC, and that she is also an independent director under Rule 10A-3 of the Exchange Act for the purpose of audit committee membership.

Code of Business Conduct and Ethics

Our Code of Ethics is applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and all of our employees. It has been designed to deter wrongdoing and to promote:

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Commission and in other public communications made by the Company;

Compliance with applicable governmental laws, rules and regulations;

Prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

Accountability for adherence to the Code.

Compensation Interlocks and Insider Participation

There were no compensation committee or board interlocks among the members of our Board.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, as of the date of this report, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners are complied with.

Item 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following tables set forth the compensation of the Company's executive officers during the last two fiscal years:

Summary Compensation Table


										Non- Equity		Nonqualified
										Incentive		Deferred		All
Name and						Stock		Option		Plan		Compensation		Other
Principal		Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
Position	Year	($)		($)		($)		($)		($)		($)		($)		($)
Dicky Cheung	2012		-		-		-		-		-		-		-		-
CEO,	2011		-		-		-		-		-		-		-		-
President
& CFO

There were no "most highly compensated executive officers" as that term is defined in Item 402(a)(2) of Regulation S-K and there were no additional individuals for whom disclosure would have been made in this table.

Equity Compensation Plans

The Company has no equity compensation plans at present, and there have been no grants of plan-based award made to a named executive officer in the last two completed fiscal years under any plan.

Outstanding Equity Awards at Fiscal Year-End

The Company does not have any equity incentive plans. There was no outstanding equity awards at fiscal year ended December 31, 2012.

Option Exercises and Stock Vested

The Company does not have any equity incentive plans. There have been no exercise of stock options, SARs and similar instruments, and no vesting of stock, including restricted stock, restricted stock units and similar instruments, during the last two completed fiscal year for each of the named executive officers.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

The Company does not have employment agreements in place with its executive officers and directors. There are no contracts, agreements, plans or arrangements, whether written or unwritten, that provides for payment(s) to a named executive officer at, following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of the Company or a change in the named executive officer's responsibilities following a change in control, with respect to each named executive officer.

Employee Benefits Plans

(i) Pension Benefits

We do not sponsor any qualified or non-qualified pension benefit plans.

(ii) Nonqualified Deferred Compensation

We do not maintain any non-qualified defined contribution or deferred compensation plans. At this time we do not have a tax qualified defined contribution 401(k) plan in which all eligible executive officers and employees may participate.

Securities Authorized for Issuance under Equity Compensation Plans

As of the end of the most recently completed fiscal year, there were no compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.

Potential Conflicts of Interest of Compensation Consultants

No compensation consultants have ever been hired to advise the Company and its Board of Directors.

Director Compensation

Directors do not receive any compensation for their services as directors. Our Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity. As of the date of this proxy statement, no guidelines for the compensation of our non-employee directors have been adopted.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following tables set forth certain information as of March 29, 2013, regarding (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock, (ii) each director, nominee and executive officer of the Company and (iii) all officers and directors as a group.

Security Ownership of Certain Beneficial Owners

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Owner (3)

Percent of Class

Common

Dicky Cheung

80 Wall Street, Suite 818

New York, NY 10005

90,693,454

30.02%

Security Ownership of Management



Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner (3)	Percent of Class
Common	Dicky Cheung 80 Wall Street, Suite 818 New York, NY 10005	90,693,454	30.02%
Common	All officers and directors as a group(a)	90,693,454	30.02%

Notes:


(1)		Except as otherwise noted herein, percentage is determined on the basis of 302,155,623 shares of the Company’s common stock outstanding plus securities deemed outstanding pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Under Rule 13d-3, a person is deemed to be a beneficial owner of any security owned by certain family members and any security of which that person has the right to acquire beneficial ownership within 60 days, including, without limitation, shares of common stock subject to currently exercisable options.

(2)	The Company has not granted any stock options or warrants to purchase shares of its common stock, and the Company has not issued and does not have any securities outstanding that may be converted into its common shares or have any rights convertible or exchangeable into shares of the Company’s common stock.
(3)	All shares are held by a corporation of which he is a controlling shareholder.

Changes in Control

There are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant.

Securities Authorized for Issuance under Equity Compensation Plans

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

Dicky Cheung, the Company ’s director, President and CEO, purchased investments in gold bullion on behalf of the Company in August 2011. Purchases made under this arrangement totaled approximately HKD $20 Million (USD $2.6 Million). HKD $2,137,915 (USD $275,828) remained payable to the director at December 31, 2012 and is non-interest bearing and due on demand.

In May 2011, the Company issued 90 million shares of its common stock as part of the 300 million issued in the private placement to Indonesian Petroleum Engineering Limited, a company controlled by Dicky Cheung, the Company’s president and CEO, in exchange for $2,700,000 in cash.

Procedures for Approval of Transactions with Related Persons

All transactions involving related persons are to be presented to and assessed by the independent members of the board of directors. Related persons include the Company’s directors and executive officers, immediate family members of the directors and executive officers, and certain large security holders and their family members. If the determination is made that a related person has or may have a material direct or indirect interest in any Company transaction and that the amount involved equals or exceeds $120,000, the Company’s independent directors will review, approve and ratify the transaction, if appropriate, and the transaction will be disclosed if required under SEC rules. If the related party at issue is a director of the Company or a family member of a director, then that director will not participate in the relevant discussion and review.

Information considered in evaluating such transactions include the nature of the related person’s interest in the transaction, the material terms of the transaction, the importance of the transaction to the Company and the related person, whether the transaction is on terms no less favorable to the Company than those available with other parties, whether the transaction would impair the judgment of a director or an executive officer to act in the best interests of the Company, and any other matters that management or the independent directors deem appropriate.

Parents

Not Applicable.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Principal Accountant Fees and Services

The following is a summary of the fees billed to us by Moss, Krusick and Associates, LLC (“Moss Krusick”) for professional services rendered for the fiscal years ended December 31, 2012 and 2011:



Fee Category	2012		2011
Audit Fees	$	41,427	$	67,090
Audit-Related Fees		-		-
Tax Fees*		2,300		2,255

Total Fees	$	43,727	$	69,345

* 100% of the services were pre-approved by the Board of Directors.

(1) Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements included in our Form 10-Q.

(2) Audit related fees. None.

(3) Tax fees. Tax return preparation.

(4) All other fees. None.

(5) Pre-Approval Policies

The Company does not have an audit committee at present. Our Board of Directors has reviewed and discussed with Moss Krusick the audited financial statements of the Company contained in the Company's Annual Report on Form 10-K for the Company's 2012 fiscal year. Our Board has also discussed with Moss Krusick the matters required to be discussed pursuant to Public Company Accounting Oversight Board Standards and to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of the Company's financial statements.

Our Board has received and reviewed the written disclosures and the letter from Moss Krusick required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with Moss Krusick its independence from the Company.

Our Board has considered whether the provision of services other than audit services is compatible with maintaining auditor independence.

The Board’s policy is to pre-approve all audit services and all permitted non-audit services (including the fees and terms thereof) to be provided by the Company's independent auditor; provided, however, pre-approval requirements for non-audit services are not required if all such services (1) do not aggregate to more than five percent of total revenues paid by the Company to its accountant in the fiscal year when services are provided; (2) were not recognized as non-audit services at the time of the engagement; and (3) are promptly brought to the attention of the Board and approved prior to the completion of the audit.

Our Board pre-approved all of the fees described above.

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES


3.1	Articles of Incorporation, incorporated by reference herein from Exhibit 3(i) (A) to our Form 10-SB filed June 25, 2003.



3.2	Amended Articles of Incorporation, incorporated by reference herein from Exhibit 3(i)(B) to our Form 10-SB filed June 25, 2003



3.3	Amended Articles of Incorporation, incorporated by reference herein from Exhibit 3(i)(C) to our Form 10-QSB for the fiscal quarter ended March 31, 2005.



3.3(i)	Amended Articles of Incorporation, incorporated by reference herein from Exhibit 3.3 to our Current Report on Form 8-K filed January 4, 2010.

3.4	By-laws incorporated by reference herein from Exhibit 3(ii) to our Form 10-SB filed June 25, 2003



10.1	Stock Purchase Agreement with STM 1, LLC dated May 3, 2006, incorporated by reference herein from Exhibit 99 to our Form 8-K filed May 9, 2006.

10.2	Exclusive Advertising Agreement dated August 26, 2010, incorporated by reference herein from Exhibit 10.2 to our Form 8-K filed October 9, 2013

10.3	A Form of Promissory Note, incorporated by reference herein from Exhibit 10.3 to our Form 8-K filed October 9, 2013

10.4	Advertising Time Purchase dated September 27, 2012, incorporated by reference herein from Exhibit 10.4 to our Form 8-K filed October 9, 2013

10.5	Securities Purchase Agreement dated January 30,2013, incorporated by reference herein from Exhibit 10.5 to our Form 8-K filed October 9, 2013

10.6	Trust Agreement dated September 5, 2012

14	Code of Ethics, incorporated by reference herein from Exhibit 14 to our Form 8-K filed February 1, 2010

21	List of Subsidiaries of the Company



31.1	Certification pursuant to Section 13a-14 of the Securities Exchange Act of 1934



32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC 1830)

101.

INS XBRL Instance Document

101.

SCH XBRL Taxonomy Extension Schema Document

101.

CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.

LAB XBRL Taxonomy Extension Label Linkbase Document

101.

PRE XBRL Taxonomy Extension Presentation Linkbase Document

101.

DEF XBRL Taxonomy Extension Definition Linkbase Document

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CREDIT ONE FINANCIAL, INC.

By: /s/ Dicky Cheung

Dicky Cheung

President & CEO

(Principal Executive Officer and Principal Financial Officer)

Date: October 9 , 2013

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Dicky Cheung

Dicky Cheung

President & CEO

(Principal Executive Officer and Principal Financial Officer) Date: October 9 , 2013

By: /s/ Xueyi Fan

Xueyi Fan, Director Date: October 9 , 2013

EX-10 3 trustagreement.htm EX 10 TRUST AGREEMENT

TRUST AGREEMENT

This Trust Agreement dated this 5th day of September, 2012 (the “Trust Agreement”), is entered into by and between CEM International Limited (the “Company”) and William G. Hu, Esq. (D.B.A. Goldeq International Ltd.), an attorney-at-law duly admitted to practice before the courts of the State of New York, United States of America, attorney registration number 2687465 (the “Trustee”), each a Party, collectively the Parties.

WHEREAS, the Company owns certain quantity of gold in 5-Tael gold bullions more specifically described below (the “Trust Property” or “Gold”) and desires to deposit the same with the Trustee to be held in trust for safekeeping;

WHEREAS, the Company is planning to engage in electronic commerce on an electronic commerce platform known as MakeLiving.com, using gold in electronic form as the settlement intermediary for businesses transacted on MakeLiving.com;

NOW, THEREFORE, in consideration of the promises and agreements of the Parties and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties and the Trustee agree as follows:

TRUST

1.1

The Company hereby appoints the Trustee as the trustee to hold the Trust Property in accordance with the terms, conditions and provisions of this Trust Agreement, and the Trustee hereby accepts such appointment subject to the terms, conditions and provisions of this Trust Agreement.

1.2

No authority is granted to the Trustee to sell, pledge, hypothecate or otherwise dispose of the Trust Property other than the duties and responsibilities provided hereunder.

1.3

The appointment of Trustee is revocable by the Company at its sole discretion.

1.4

Upon execution hereof, the Company shall deposit or cause to be deposited with the Trustee the Trust Property in the form of two hundred and forty seven (247) 5-Tael gold bullions to be held in trust for the benefit of the Company.

1.5

The Company represents and warrants that it is the lawful owner of good and marketable title to the Trust Property free and clear of any and all claims, liens or encumbrances.

1.6

Upon receipt of the gold bullions, the Trustee will issue electronic receipts therefor, each known as a “Goldeq”, collectively the “Goldeqs”, which can be used, in lieu of gold, as an intermediary to facilitate the exchange of goods and services conducted on MakeLiving.com.

1.7

Each of the gold bullions shall be divided into one million (1,000,000) Goldeq units. In other words, 1,000,000 Goldeqs is the functional equivalent of one (1) 5-Tael gold bullion. At the request of the Company, the Goldeqs will be deposited, in electronic form, into an account on MakeLiving.com designated by the Company.

1.8

The Trustee is not involved in any of the operational aspects of MakeLiving.com. The Trustee is only responsible for the safekeeping of the gold bullions against which a corresponding number of electronic receipts are issued. In the event members of MakeLiving.com present the electronic receipts for redemption into gold bullions, the Trustee shall honor their redemption requests, provided, however, that the following conditions are met:

1.8.1

Upon verification, the Trustee are satisfied that the electronic receipts so presented by the members had been validly issued by the Trustee; and

1.8.2

The electronic receipts so presented by any individual member represent ten (10) gold bullions at a minimum.

COMPENSATION

2.1

In consideration of the safekeeping service rendered by the Trustee, the Company hereby agrees to pay Trustee during the first three (3) years of this agreement an annual fee of one-tenth of one percent (0.1%) of the value of the Trust Property deposited with the Trustee as compensation for Trustee’s service and reimbursement of the costs and expenses incurred in connection with the safekeeping of the Trust Property.

2.2

For each redemption transaction, the Trustee shall charge one-tenth of one percent (0.1%) of the amount of Goldeqs so redeemed as a handling fee.

DUTIES OF THE TRUSTEE

3.1

Notwithstanding any provision to the contrary, the Trustee is obligated only to perform the duties specifically set forth in this Trust Agreement, which shall be deemed purely custodian in nature. Under no circumstances will the Trustee be deemed to be a fiduciary to any Party or any other person under this Trust Agreement.

3.2

Concurrently with the execution hereof and upon examination to the satisfaction of the Trustee with respect to the weight, purity and quantity of the gold bullions so deposited, Trustee shall, in his sole discretion, take any and all necessary measures to ensure the safekeeping of the Trust Property from theft, destruction or loss.

3.3

The Trustee shall be entitled to rely on, and shall not be liable for the failure of, the security measures reasonably taken, such as safe deposit box(es) or safe(s) designed for secure safekeeping purposes, and shall be reimbursed for costs and expenses incurred in connection thereto. Furthermore, the Trustee shall not be held liable for the breach of such security measures, including but not limited to armed robbery, heist, etc.

3.4

The Trustee shall not be liable for acting or refraining from acting upon any notice, request, consent, direction, requisition, certificate, order, affidavit, letter, or other paper or document believed by it to be genuine and correct and to have been signed or sent by the authorized person or persons of the Company, without further inquiry into the person’s or persons’ authority.

3.5

No provision of this Trust Agreement shall require the Trustee to risk or advance his own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Trust Agreement.

PROVISIONS CONCERNING THE TRUSTEE

4.1

The Company shall indemnify, defend and hold harmless the Trustee from and against any and all loss, liability, cost, damage and expense, including, without limitation, attorneys’ fees and expenses or other professional fees and expenses which the Trustee may suffer or incur by reason of any action, claim or proceeding brought against the Trustee, arising out of or relating in any way to this Trust Agreement or any transaction to which this Trust Agreement relates, unless such loss, liability, cost, damage or expense shall have been finally adjudicated to have been directly caused by the willful misconduct or gross negligence of the Trustee. The provisions of this Section 3.1 shall survive the resignation or removal of the Trustee and the termination of this Trust Agreement.

4.2

THE TRUSTEE SHALL NOT BE HELD LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES, LOSSES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES, LOSSES OR EXPENSES WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY RESULTED FROM THE TRUSTEE's GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND WHATSOEVER EVEN IF THE TRUSTEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.

4.3

The Trustee may resign by furnishing written notice of its resignation to the Parties. Such resignation shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Trustee's sole responsibility thereafter shall be to safely keep the Trust Property and to deliver the same to a successor trustee as shall be appointed by the Company, as evidenced by a joint written notice filed with the Trustee or in accordance with a court order. If the Company has failed to appoint a successor trustee prior to the expiration of thirty (30) days following the delivery of such notice of resignation, the Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee or for other appropriate relief, and any such resulting appointment shall be binding upon the Company.

4.4

The Trustee shall be entitled to compensation for its services as stated in Section 2 above. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Trustee's services as contemplated by this Trust Agreement; provided, however, that in the event that the conditions for the disbursement of funds under this Trust Agreement are not fulfilled, or the Trustee renders any service not contemplated by this Trust Agreement, or there is any assignment of interest in the subject matter of this Trust Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Trustee is made a party to any litigation pertaining to this Trust Agreement or the subject matter hereof, then the Trustee shall be compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys' fees and expenses, occasioned by any such delay, controversy, litigation or event. If any amount due to the Trustee hereunder is not paid within thirty (30) days of the date due, the Trustee in its sole discretion may charge interest on such amount up to the highest rate permitted by applicable law. The Trustee shall have, and is hereby granted, a prior lien upon the Trust Property with respect to its unpaid fees,

non-reimbursed expenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities and is hereby granted the right to set off and deduct any unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights from the Trust Property.

4.5

If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Trust Agreement, or the Trustee is in doubt as to the action to be taken hereunder, the Trustee is authorized to retain the Trust Property until the Trustee (i) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Trust Property, (ii) receives a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Trust Property, in which event the Trustee shall be authorized to disburse the Trust Property in accordance with such final court order, arbitration decision, or agreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Trustee shall be relieved of all liability as to the Trust Property and shall be entitled to recover attorneys' fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Trustee shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent.

4.6

In the event that the Trust Property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Trust Property, the Trustee is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Trustee obeys or complies with any such writ, order or decree it shall not be liable to the Company or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

MISCELLANEOUS

5.1

This Trust Agreement shall be binding on and inure to the benefit of the Parties and their respective successors and permitted assigns. No other persons shall have any rights under this Trust Agreement.

5.2

This Trust Agreement shall be governed by and construed in accordance

with the laws of Macau Special Administrative Region.

5.3

This Trust Agreement sets forth the entire agreement and understanding of the Parties relating to the Trust Property and supersedes any prior oral or written agreements or arrangements in respect to the subject matter hereof and thereof.

5.4

This Trust Agreement may be amended, modified, superseded, rescinded, or canceled only by a written instrument executed by the Company and the Trustee.

5.5

The failure of any party to this Trust Agreement at any time or times to require performance of any provision under this Trust Agreement shall in no manner affect the right at a later time to enforce the same performance. A waiver by any party to this Trust Agreement of any such condition or breach of any term, covenant, representation, or warranty contained in this Trust Agreement, in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any other condition or breach of any other term, covenant, representation, or warranty contained in this Trust Agreement.

5.6

Counterparts. This Trust Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and all of such counterparts taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Trust Agreement has been duly executed as of the date first written above.

CEM International Limited

Trustee

/s/ Dicky Cheung

/s/ William G. Hu

Dicky Cheung, President

William G. Hu, Esq.

EX-31 4 exhibit31.htm EX 31 VIA EDGAR

CERTIFICATION

Pursuant to Rule 13a–14(a)/15d–14(a)

of the Securities Exchange Act, as amended.

I, Dicky Cheung, certify that:

I have reviewed this Annual Report on Form 10-K/A of Credit One Financial, Inc.;

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;

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;

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 (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer(s) and 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.

Date: October 9, 2013


/s/ Dicky Cheung
Dicky Cheung
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer)

EX-32 5 exhibit32.htm EX 32 Exhibit 32

CERTIFICATION

Pursuant to 18 U.S.C. 1350, as adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K/A of Credit One Financial, Inc. (the "Company") for the year ended December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Dicky Cheung, Chief Executive Officer and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 9, 2013


/s/ Dicky Cheung
Dicky Cheung
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer)

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Note 1 Nature of Business   Credit One Financial, Inc. (the Company) was incorporated in the State of Florida on September 24, 1999.  The Company was engaged in market research regarding the cost and availability of non-performing credit card debt portfolios.  It was also engaged in research regarding the current market price for re-performing portfolios as well as the market prices offered for portfolios deemed non-collectable at the time of sale.   In February 2008, the Company entered into a Joint Venture Agreement with Global Select Limited in Hong Kong. Under the agreement, a joint venture company, Moderation Limited, was set up in Hong Kong, whereby, on January 12, 2009, the Company contributed $16 million Hong Kong dollars, approximately $2.06 million, in exchange for 51.6% of the equity interest in Moderation, and Global Select and its partner together contributed $15 million Hong Kong dollars, approximately $1.94 million, for 48.4% of the equity interest in Moderation. The purpose of the joint venture is to engage in a business of natural resources products, primarily graphite at this time, in China.   In January 2009, Moderation Limited established a wholly owned subsidiary Liaoning Sinorth Resources Co., Ltd. in Yingkou, Liaoning Province, China. The main business of Liaoning Sinorth Resources Co., Ltd. is processing and distribution of mineral products, primarily graphite, in China.   In August 2010, the Company established a wholly owned subsidiary E&M International Limited (E&M) in the Cayman Islands.  The purpose of E&M is to conduct its operations in the business of entertainment and media. On September 16, 2010, E&M changed its name to CEM International Ltd. (CEM).   On November 18, 2010, the Company entered into a share purchase agreement with China Minerals International Limited (China Minerals).  Pursuant to the share purchase agreement, the Company agreed to sell and China Minerals agreed to acquire the Companys 51.6% equity interest in Moderation Limited (Moderation), a subsidiary of the Company located in Hong Kong, for $16 million Hong Kong dollars, approximately $2.06 million in cash. The transaction was closed on November 30, 2010.

Note 2 - Summary of Significant Accounting Policies   Consolidation Scope and Principles of Consolidation   The consolidated financial statements present the financial position and the results of operations of Credit One Financial, Inc. and its 100% owned subsidiary, CEM International Ltd.   All significant intercompany transactions and balances have been eliminated in consolidation.   Provision for Income Taxes   Deferred income taxes result from temporary differences between the basis of assets and liabilities recognized for differences between the financial statement and tax basis thereon, and for the expected future tax benefits to be derived from net operating losses and tax credit carry forwards. The Company has approximately $474,192 in U.S. net operating loss carry-forwards and $688,119 in Macau net operating loss carry-forwards as of December 31, 2012, and a valuation allowance equal to the tax benefit of the accumulated net operating losses has been established since it is uncertain that future taxable income from operations in the United States of America will be realized during the applicable carry-forward periods.  The net operating loss carry-forwards may be limited under the change of control provisions of the Internal Revenue Code, Section 382.   The Company applies the provisions of income tax accounting standards for uncertainty in income taxes, which prescribe a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.  For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.  The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.  When applicable, the Company will include interest and penalties related to uncertain tax positions in income tax expense.   Use of Estimates in the Preparation of the Financial Statements   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, 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 and those differences could be material.   Fair Value Measurements   The Company follows accounting guidance relating to fair value measurements. This guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:   Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.   Level 2 inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.   Level 3 unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.   The asset or liabilitys fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the unobservable inputs.   The fair value of the Companys financial instruments, which consist principally of cash and cash equivalents and investments in gold bullion, are based on level 1 input, and equal carrying amounts.   Cash and Equivalents   For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.   As of December 31, 2012, the Company maintained $175,715 in foreign bank accounts not subject to FDIC coverage.  The remaining balance of $25,076 at December 31, 2012 was maintained in a domestic bank account and fully insured by FDIC.   Investment in Gold Bullion   The Company invests in gold bullion. As a precious metal, the investment in gold bullion is stated at its monetary fair value as determined by the Chinese Gold & Silver Exchange Society. Any adjustments to the fair value of the investments are recorded in unrealized gain or loss on the accompanying consolidated statements of operations and comprehensive income (loss).   In September 2012, the Company entered into a Trust Agreement with a law firm as the trustee to hold the Companys gold bullions. Upon receipt of the gold bullions, the Trustee issued electronic receipts, each known as a Goldeq, which can be used, in lieu of gold, as an intermediary to facilitate the exchange of goods and services conducted on the Companys proposed joint venture with Lotus TV, in which a series of interactive game shows will be launched via satellite TV and the Internet for viewers throughout the world to participate, and Lotus TV will provide broadcasting time. To date, the Company has neither participated in the exchange of goods and services, nor in the interactive game shows.       Foreign Currency   The Company reports it financial position and results of operations in U.S. dollars.  For its subsidiaries that have functional currencies that are foreign currencies, the elements of the financial statements are translated by using a current exchange rate.  For assets and liabilities, the exchange rate at the balance sheet date is used and for revenues, expenses, gains, and losses, the exchange rate at the dates on which those elements are recognized is used.  Transaction adjustments result from the process of translating the subsidiaries financial statements into US dollars and are not included in determining net income, but are reported in other comprehensive income.  There were currency translation adjustments of $25,680 and $(18,131) as of December 31, 2012 and 2011, respectively. These were included in Other Comprehensive Income (Loss).   Foreign currency transactions are transactions denominated in a currency other than the entity's functional currency.  At the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date. At each balance sheet date, recorded balances that are denominated in a currency other than the functional currency of the recording entity are adjusted to reflect the current exchange rate, with any resulting differences reported in the current period statement of operations. For the years ended December 31, 2012 and 2011, the Company recognized $2,900 and $0, respectively, of foreign currency exchange losses in the consolidated statements of operations.   Revenue Recognition   The Company recognizes revenue in accordance with Securities and Exchange Commission revenue recognition accounting standards.     As an advertising agent, CEM is in the service business dedicated to creating, planning and handling advertising for its clients.  Advertising revenue is recognized upon the delivery of the contracted advertising services and when no significant Company performance obligation remains. Service revenue is recognized as the contracted services are rendered.   In September 2012, the Company entered into an advertising agreement in exchange for $2,014,825 of gold bullion.  During the year ended December 31, 2012, $149,978 of revenue was earned under the arrangement. The remaining amount of $1,864,847 is included in deferred revenue at December 31, 2012.   Exclusive Advertising Rights   Exclusive advertising rights represent costs for exclusive rights to advertise on Macau Lotus Satellite TV Media Limiteds (Lotus) network. The costs were determined as the difference between the face value of non-interest bearing notes receivable from Lotus and the present value of the notes receivable at the time of issuance. This intangible asset is being amortized over the remaining life of the rights, which expire August 31, 2020.   Trademark   Legal costs associated with serving and protecting trademark are being capitalized and will be amortized over its estimated useful life.   Imputed Interest   In 2010 and 2011, the Company issued non-interest bearing notes receivable which mature in 2020.  The notes receivable were recorded at issuance at its present value using an effective interest rate of 8%, which was the Companys stated rate on another note receivable.  At the balance sheet date, the notes are revalued with the change in present value recorded as interest income in the Consolidated Statements of Operations.   Impairment of Long Lived Assets   Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison for the carrying amount of an asset to future cash flows expected to be generated by the asset.  If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair value of the assets which considers the discounted future net cash flows.     Property, Plant and Equipment   Acquisitions of property, plant and equipment are recorded at cost. Improvements and replacements of property, plant and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of furniture and equipment are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful life of each class of depreciable assets, which is 3-20 years.   Earnings Per Share   Earnings Per Share is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year.  Diluted EPS is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants.  The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company's common stock at the average market price during the period.  The Company has no stock options, warrants or other potentially dilutive instruments outstanding at December 31, 2012 and 2011, respectively.   Recently Issued Accounting Standards   The Company has evaluated all newly issued accounting pronouncements and believes such pronouncements do not have a material effect on the Companys financial statements.

Note 3 - Note Receivable and Exclusive Advertising Rights Asset   CEM International Limited entered into an exclusive agreement with Macau Lotus Satellite TV Media Limited (Lotus) on August 26, 2010 to provide advertising services for a ten year period commencing on September 1, 2010.  In consideration for the exclusive advertising rights granted by Lotus, CEM will provide advertising services and issue, over the course of the agreement, US$10 million in loans to Lotus. The amount and duration of each loan shall be negotiated by the parties, depending on Lotuss financial needs.   On December 17, 2010, CEM issued Lotus TV a HK$15,000,000 (US$1,928,839) loan which is backed by a non-interest bearing promissory note, due on August 31, 2020.  The note receivable was discounted to its estimated fair value of HK$7,105,808 (US$913,872) using an effective interest rate of 8%.  This difference between the face value and the present value of HK$7,894,192 (US$1,014,967) was allocated to an intangible asset captioned Exclusive Advertising Rights.   On January 31, 2011, CEM issued Lotus TV an additional HK$6,084,000 (US$780,000) loan which is backed by a non-interest bearing promissory note, due on August 31, 2020.  The note receivable was discounted to its estimated fair value of HK$2,833,577 (US$363,279) using an effective interest rate of 8%.  This difference between the face value and the present value of HK$3,250,423 (US$416,721) was allocated to an intangible asset captioned Exclusive Advertising Rights.   On June 12, 2011, CEM issued Lotus TV a series of additional loans totaling HK$43,700,000 (US$5,623,255), backed by a non-interest bearing promissory note, due on August 31, 2020. The note receivable was discounted to its estimated fair value of HK$20,831,819 (US$ 2,680,610) using an effective interest rate of 8%. This difference between the face value and the present value of HK$22,868,181 (US$2,942,645) was allocated to the intangible asset captioned Exclusive Advertising Rights.   On August 9, 2011, CEM issued Lotus TV an additional loan HK$4,800,000 (US$614,731), backed by a non-interest bearing promissory note, due on August 31, 2020. The note receivable was discounted to its estimated fair value of HK$2,334,232 (US$ 299,814) using an effective interest rate of 8%. This difference between the face value and the present value of HK$2,465,768 (US$314,917) was allocated to the intangible asset captioned Exclusive Advertising Rights.   On September 25, 2012, Lotus TV invoiced the Company $1,000,000 for handling fees related to an advertising agreement which had not commenced.  The invoice terms included $200,000 cash and $800,000 reduction in the note receivable balance due from Lotus TV.  The $1,000,000 fee was included in prepaid expense, and is being amortized to expense as advertising slots are used. As of December 31, 2012, the balance of prepaid expenses related to this advertising agreement is approximately $931,000.   An intangible asset captioned Exclusive Advertising Rights has been recorded in the accompanying consolidated balance sheets representing the difference between the face amount of the notes receivable and the respective present values at the time of issuance.  This difference was deemed an asset because the interest-free note was a condition of the exclusive agreement.   A Summary of the notes receivable and intangible asset are as follows:   SCHEDULE OF NOTE RECEIVABLE   <table border="0" cellspacing="0" cellpadding="0" style='border-collapse:collapse'> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>     Date of Note </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   Amount Paid Lotus TV </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Discounted  Note Balance at Inception </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   Note Balance As of 12/31/ 2011 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   Note Balance  As of 12/31/2012 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 12/17/2010 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> $                 1,928,839 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> $                    913,872 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> $                   967,444 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 236,804 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 1/31/2011 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 780,000 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 363,279 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 392,395 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 425,945 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 6/12/2011 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 5,623,255 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 2,680,610 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 2,818,486 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 3,059,468 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 8/9/2011 </td> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 616,523 </td> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 299,814 </td> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 309,582 </td> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 336,051 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'> $                8,948,617 </td> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'> $                 4,257,575 </td> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'> $                 4,487,907 </td> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'> 4,058,268 </td> </tr> </table>     SCHEDULE OF INTANGIBLE ASSET     <table border="0" cellspacing="0" cellpadding="0" style='border-collapse:collapse'> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>     Date of Note </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   Amount Paid Lotus TV </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Amount  Allocated to Intangible Asset </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Intangible Asset, Net As of 12/31/ 2011 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Intangible Asset, Net  As of 12/31/2012 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 12/17/2010 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> $                 1,928,839 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> $                1,014,967 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> $                   907,347 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 804,298 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 1/31/2011 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 780,000 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 416,721 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 377,149 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 335,489 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 6/12/2011 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 5,623,255 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 2,942,645 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 2,747,651 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 2,434,403 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 8/9/2011 </td> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 616,523 </td> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 316,709 </td> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 303,162 </td> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 269,748 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'> $                8,948,617 </td> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'> $                 4,691,042 </td> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'> $                 4,335,309 </td> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'> 3,843,938 </td> </tr> </table>     Interest income accrued on the notes amounted to $364,793 for 2012 and $223,661 for 2011.  Amortization of the intangible asset amounted to $501,008 for 2012 and $355,850 for 2011, and was included in selling, general and administrative expenses in the accompanying consolidated financial statements.

Note 4 Income Taxes   The Company accounts for income taxes using the liability method, which requires recognition of deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Companys financial statements or tax returns.   Effective January 1, 2008, the Chinese government enacted the Corporate Income Tax Law, and promulgated related regulations, which, among other things, imposes a unified income tax rate of 25% for both domestic and foreign invested enterprises. The tax rate for Macau is 12%.   Due to the Companys accumulated net losses, there was no provision for income taxes. The Companys effective tax rate for the period ended December 31, 2012 was 0% due to the net operating loss carry-forward.  The Companys taxes were subject to a full valuation allowance as follows at December 31, 2012 and December 31, 2011:   Schedule of Income Taxes     <div align="center"> <table border="0" cellspacing="0" cellpadding="0" width="100%" style='width:100.0%;border-collapse:collapse'> <tr align="left"> <td width="677" colspan="11" valign="top" style='width:7.05in;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> December 31, 2012 </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.85pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="18" valign="top" style='width:13.35pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="19" valign="top" style='width:14.1pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;padding:0in 5.4pt 0in 5.4pt'>   </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   Tax </td> <td width="21" valign="top" style='width:15.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   Accumulated Net </td> <td width="18" valign="top" style='width:13.35pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   Deferred </td> <td width="19" valign="top" style='width:14.1pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   Valuation </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> Jurisdiction </td> <td width="21" valign="top" style='width:15.85pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> Operating Loss </td> <td width="18" valign="top" style='width:13.35pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> Expiration </td> <td width="21" valign="top" style='width:15.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> Tax Asset </td> <td width="19" valign="top" style='width:14.1pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> Allowance </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="18" valign="top" style='width:13.35pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="19" valign="top" style='width:14.1pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;padding:0in 5.4pt 0in 5.4pt'> United States </td> <td width="21" valign="top" style='width:15.85pt;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="110" valign="top" style='width:82.4pt;padding:0in 5.4pt 0in 5.4pt'> 474,192 </td> <td width="18" valign="top" style='width:13.35pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;padding:0in 5.4pt 0in 5.4pt'> 2019 - 2032 </td> <td width="21" valign="top" style='width:15.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="95" valign="top" style='width:71.4pt;padding:0in 5.4pt 0in 5.4pt'> 178,438 </td> <td width="19" valign="top" style='width:14.1pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="118" valign="top" style='width:88.45pt;padding:0in 5.4pt 0in 5.4pt'> (178,438) </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Macau </td> <td width="21" valign="top" style='width:15.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 688,120 </td> <td width="18" valign="top" style='width:13.35pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 2013 - 2015 </td> <td width="21" valign="top" style='width:15.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 82,574 </td> <td width="19" valign="top" style='width:14.1pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> (82,574) </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.85pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="110" valign="top" style='width:82.4pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 1,162,312 </td> <td width="18" valign="top" style='width:13.35pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="95" valign="top" style='width:71.4pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 261,012 </td> <td width="19" valign="top" style='width:14.1pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="118" valign="top" style='width:88.45pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> (261,012) </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.85pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="18" valign="top" style='width:13.35pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="19" valign="top" style='width:14.1pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> </tr> <tr align="left"> <td width="677" colspan="11" valign="top" style='width:7.05in;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> </tr> <tr style='height:11.7pt'> <td width="677" colspan="11" valign="top" style='width:7.05in;padding:0in 5.4pt 0in 5.4pt;height:11.7pt'> December 31, 2011 </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="18" valign="top" style='width:13.35pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="19" valign="top" style='width:14.1pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;padding:0in 5.4pt 0in 5.4pt'>   Tax </td> <td width="21" valign="top" style='width:15.85pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;padding:0in 5.4pt 0in 5.4pt'>   Accumulated Net </td> <td width="18" valign="top" style='width:13.35pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;padding:0in 5.4pt 0in 5.4pt'>   Deferred </td> <td width="19" valign="top" style='width:14.1pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;padding:0in 5.4pt 0in 5.4pt'>   Valuation </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Jurisdiction </td> <td width="21" valign="top" style='width:15.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Operating Loss </td> <td width="18" valign="top" style='width:13.35pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Expiration </td> <td width="21" valign="top" style='width:15.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Tax Asset </td> <td width="19" valign="top" style='width:14.1pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Allowance </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.85pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="18" valign="top" style='width:13.35pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="19" valign="top" style='width:14.1pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> United States </td> <td width="21" valign="top" style='width:15.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="110" valign="top" style='width:82.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 414,498 </td> <td width="18" valign="top" style='width:13.35pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 2019-2031 </td> <td width="21" valign="top" style='width:15.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="95" valign="top" style='width:71.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 155,976 </td> <td width="19" valign="top" style='width:14.1pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="118" valign="top" style='width:88.45pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> (155,976) </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;padding:0in 5.4pt 0in 5.4pt'> Macau </td> <td width="21" valign="top" style='width:15.85pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;padding:0in 5.4pt 0in 5.4pt'> 496,223 </td> <td width="18" valign="top" style='width:13.35pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;padding:0in 5.4pt 0in 5.4pt'> 2013-2014 </td> <td width="21" valign="top" style='width:15.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;padding:0in 5.4pt 0in 5.4pt'> 59,547 </td> <td width="19" valign="top" style='width:14.1pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;padding:0in 5.4pt 0in 5.4pt'> (59,547) </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.85pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="110" valign="top" style='width:82.4pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;padding:0in 5.4pt 0in 5.4pt'> 910,721 </td> <td width="18" valign="top" style='width:13.35pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="95" valign="top" style='width:71.4pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;padding:0in 5.4pt 0in 5.4pt'> 215,523 </td> <td width="19" valign="top" style='width:14.1pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="118" valign="top" style='width:88.45pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;padding:0in 5.4pt 0in 5.4pt'> (215,523) </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.85pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="18" valign="top" style='width:13.35pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="19" valign="top" style='width:14.1pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> </tr> </table> </div>     The net deferred tax asset generated by the loss carry-forward has been fully reserved.   The Company has no United States corporate income tax liability as of December 31, 2012 and 2011.

Note 5 Capital Stock   On April 9, 2010, the Company filed a Certificate of Amendment with the Secretary of State of the State of Florida to increase the authorized number of shares of its common stock from 110,000,000 shares to 500,000,000 shares, with a par value of $0.001 per share. As of December 31, 2012, there were 302,155,623 shares of the Companys common stock issued and outstanding.   On May 3, 2011, the Company issued an aggregate of 300 million shares of the Companys common stock to 16 investors in a private placement at a price of $0.03 per share, for an aggregate consideration of $9,000,000 in cash.

Note 6 - Commitments and Contingencies   On August 26, 2010, E&M (name changed to CEM International Ltd on September 16, 2010) entered into an Advertising Agreement (the Agreement) with Macau Lotus Satellite TV Media Limited (Lotus TV), pursuant to which Lotus TV authorizes E&M as its exclusive agent to operate all of its advertising businesses, and to be entitled to all the revenues generated therefrom (Advertising Rights).   The term of this Agreement is 10 years from September 1, 2010 to August 31, 2020. In consideration for Lotus TVs grant of the Advertising Rights, E&M agrees to pay Lotus TV a fixed annual fee every year (the Annual Fee) regardless of the total amount of advertising revenues received by E&M. Under the Agreement, E&M paid Lotus TV an initial Annual Fee of $1,000,000 Hong Kong dollars (approximately US$128,900) for the first year of the Agreement, which Annual Fee will increase at 10% every year for the following two years. The initial annual fee of $128,900 was paid in August 2011, and the second annual fee of $141,919 was due in August 2012, of which $103,544 was paid.  The amount of Annual Fee payable at December 31, 2012 and December 31, 2011 was $90,412 and $47,197, respectively.   E&M also agrees to extend to Lotus TV, interest free, a credit facility consisting of a series of loans (each a Loan) totaling a minimum of US$10 million over a period of 10 years. The terms of each Loan and the increase of Annual Fee after the first three years of the Agreement will be renegotiated by the parties. The Company currently expects that the loans will be originated from its cash reserve, advertising revenue and, if necessary, raised from the capital market.   License fee expense for the year ended December 31, 2012 and 2011 was $146,540 and $132,752, respectively, and was included in selling, general and administrative expenses.

Note 7 Risks and Uncertainties   The Companys business, financial condition and results of operations could be materially affected by many risks and uncertainties including the following:   As a U.S. based company doing business in Macau, the Company must comply with all Macau laws, rules and regulations, and pronouncements, and endeavor to obtain all necessary approvals from applicable Chinese regulatory authorities.   Fluctuations in the exchange rate between the Hong Kong currency and the U.S. dollar may impact the Companys operating income.

Note 8 Related Party Transactions A director of the Company purchased investments in gold bullion on behalf of the Company in August 2011. Purchases made under this arrangement totaled approximately HKD $20 Million (USD $2.6 Million). HKD $2,137,915 (USD $275,828)  remained payable to the director at December 31, 2012 and is non-interest bearing and due on demand.   In May 2011, the Company issued 90 million shares of its common stock, as part of the 300 million issued in a private placement, to a related party of Dicky Cheung, the Companys president and CEO, in exchange for $2,700,000 in cash.

Note 9 Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following at December 31, 2012 and 2011.   SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES <div align="center"> <table border="0" cellspacing="0" cellpadding="0" width="100%" style='width:100.0%;border-collapse:collapse'> <tr align="left"> <td width="193" valign="top" style='width:144.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="35" valign="top" style='width:26.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="158" valign="top" style='width:118.15pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> December 31, 2012 </td> <td width="49" valign="top" style='width:36.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="198" valign="top" style='width:148.45pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> December 31, 2011 </td> </tr> <tr align="left"> <td width="193" valign="top" style='width:144.4pt;padding:0in 5.4pt 0in 5.4pt'> Accounts payable </td> <td width="35" valign="top" style='width:26.2pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;border:none;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="158" valign="top" style='width:118.15pt;border:none;padding:0in 5.4pt 0in 5.4pt'> 202,075 </td> <td width="49" valign="top" style='width:36.8pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;border:none;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="198" valign="top" style='width:148.45pt;border:none;padding:0in 5.4pt 0in 5.4pt'> 2,224 </td> </tr> <tr align="left"> <td width="193" valign="top" style='width:144.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Wages payable </td> <td width="35" valign="top" style='width:26.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="158" valign="top" style='width:118.15pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 2,580 </td> <td width="49" valign="top" style='width:36.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="198" valign="top" style='width:148.45pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> - </td> </tr> <tr align="left"> <td width="193" valign="top" style='width:144.4pt;padding:0in 5.4pt 0in 5.4pt'> License fee payable </td> <td width="35" valign="top" style='width:26.2pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="158" valign="top" style='width:118.15pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> 90,412 </td> <td width="49" valign="top" style='width:36.8pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="198" valign="top" style='width:148.45pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> 47,197 </td> </tr> <tr align="left"> <td width="193" valign="top" style='width:144.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Total </td> <td width="35" valign="top" style='width:26.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;border:none;border-bottom:double windowtext 1.5pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="158" valign="top" style='width:118.15pt;border:none;border-bottom:double windowtext 1.5pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 295,067 </td> <td width="49" valign="top" style='width:36.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;border:none;border-bottom:double windowtext 1.5pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="198" valign="top" style='width:148.45pt;border:none;border-bottom:double windowtext 1.5pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 49,421 </td> </tr> </table> </div>

Note 10 - Subsequent Events   The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued.   On January 30, the Company entered into a Securities Purchase Agreement with certain investors in a private placement. Pursuant to the agreement, the Company issued and investors purchased an aggregate of 183 million shares of the Companys common stock at a price of $0.03 per share, for an aggregate consideration of $5,490,000 in cash which has not been received as of April 12, 2013.

Consolidation Scope and Principles of Consolidation   The consolidated financial statements present the financial position and the results of operations of Credit One Financial, Inc. and its 100% owned subsidiary, CEM International Ltd.   All significant intercompany transactions and balances have been eliminated in consolidation.

Provision for Income Taxes   Deferred income taxes result from temporary differences between the basis of assets and liabilities recognized for differences between the financial statement and tax basis thereon, and for the expected future tax benefits to be derived from net operating losses and tax credit carry forwards. The Company has approximately $474,192 in U.S. net operating loss carry-forwards and $688,119 in Macau net operating loss carry-forwards as of December 31, 2012, and a valuation allowance equal to the tax benefit of the accumulated net operating losses has been established since it is uncertain that future taxable income from operations in the United States of America will be realized during the applicable carry-forward periods.  The net operating loss carry-forwards may be limited under the change of control provisions of the Internal Revenue Code, Section 382.   The Company applies the provisions of income tax accounting standards for uncertainty in income taxes, which prescribe a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.  For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.  The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.  When applicable, the Company will include interest and penalties related to uncertain tax positions in income tax expense.

Use of Estimates in the Preparation of the Financial Statements   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, 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 and those differences could be material.

Fair Value Measurements   The Company follows accounting guidance relating to fair value measurements. This guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:   Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.   Level 2 inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.   Level 3 unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.   The asset or liabilitys fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the unobservable inputs.   The fair value of the Companys financial instruments, which consist principally of cash and cash equivalents and investments in gold bullion, are based on level 1 input, and equal carrying amounts.

Cash and Equivalents   For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.   As of December 31, 2012, the Company maintained $175,715 in foreign bank accounts not subject to FDIC coverage.  The remaining balance of $25,076 at December 31, 2012 was maintained in a domestic bank account and fully insured by FDIC.

Investment in Gold Bullion   The Company invests in gold bullion. As a precious metal, the investment in gold bullion is stated at its monetary fair value as determined by the Chinese Gold & Silver Exchange Society. Any adjustments to the fair value of the investments are recorded in unrealized gain or loss on the accompanying consolidated statements of operations and comprehensive income (loss).   In September 2012, the Company entered into a Trust Agreement with a law firm as the trustee to hold the Companys gold bullions. Upon receipt of the gold bullions, the Trustee issued electronic receipts, each known as a Goldeq, which can be used, in lieu of gold, as an intermediary to facilitate the exchange of goods and services conducted on the Companys proposed joint venture with Lotus TV, in which a series of interactive game shows will be launched via satellite TV and the Internet for viewers throughout the world to participate, and Lotus TV will provide broadcasting time. To date, the Company has neither participated in the exchange of goods and services, nor in the interactive game shows.

Foreign Currency   The Company reports it financial position and results of operations in U.S. dollars.  For its subsidiaries that have functional currencies that are foreign currencies, the elements of the financial statements are translated by using a current exchange rate.  For assets and liabilities, the exchange rate at the balance sheet date is used and for revenues, expenses, gains, and losses, the exchange rate at the dates on which those elements are recognized is used.  Transaction adjustments result from the process of translating the subsidiaries financial statements into US dollars and are not included in determining net income, but are reported in other comprehensive income.  There were currency translation adjustments of $25,680 and $(18,131) as of December 31, 2012 and 2011, respectively. These were included in Other Comprehensive Income (Loss).   Foreign currency transactions are transactions denominated in a currency other than the entity's functional currency.  At the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date. At each balance sheet date, recorded balances that are denominated in a currency other than the functional currency of the recording entity are adjusted to reflect the current exchange rate, with any resulting differences reported in the current period statement of operations. For the years ended December 31, 2012 and 2011, the Company recognized $2,900 and $0, respectively, of foreign currency exchange losses in the consolidated statements of operations.

Revenue Recognition   The Company recognizes revenue in accordance with Securities and Exchange Commission revenue recognition accounting standards.     As an advertising agent, CEM is in the service business dedicated to creating, planning and handling advertising for its clients.  Advertising revenue is recognized upon the delivery of the contracted advertising services and when no significant Company performance obligation remains. Service revenue is recognized as the contracted services are rendered.   In September 2012, the Company entered into an advertising agreement in exchange for $2,014,825 of gold bullion.  During the year ended December 31, 2012, $149,978 of revenue was earned under the arrangement. The remaining amount of $1,864,847 is included in deferred revenue at December 31, 2012.

Exclusive Advertising Rights   Exclusive advertising rights represent costs for exclusive rights to advertise on Macau Lotus Satellite TV Media Limiteds (Lotus) network. The costs were determined as the difference between the face value of non-interest bearing notes receivable from Lotus and the present value of the notes receivable at the time of issuance. This intangible asset is being amortized over the remaining life of the rights, which expire August 31, 2020.

Trademark   Legal costs associated with serving and protecting trademark are being capitalized and will be amortized over its estimated useful life.

Imputed Interest   In 2010 and 2011, the Company issued non-interest bearing notes receivable which mature in 2020.  The notes receivable were recorded at issuance at its present value using an effective interest rate of 8%, which was the Companys stated rate on another note receivable.  At the balance sheet date, the notes are revalued with the change in present value recorded as interest income in the Consolidated Statements of Operations.

Impairment of Long Lived Assets   Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison for the carrying amount of an asset to future cash flows expected to be generated by the asset.  If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair value of the assets which considers the discounted future net cash flows.

Property, Plant and Equipment   Acquisitions of property, plant and equipment are recorded at cost. Improvements and replacements of property, plant and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of furniture and equipment are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful life of each class of depreciable assets, which is 3-20 years.

Earnings Per Share   Earnings Per Share is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year.  Diluted EPS is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants.  The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company's common stock at the average market price during the period.  The Company has no stock options, warrants or other potentially dilutive instruments outstanding at December 31, 2012 and 2011, respectively.

Recently Issued Accounting Standards   The Company has evaluated all newly issued accounting pronouncements and believes such pronouncements do not have a material effect on the Companys financial statements.

<table border="0" cellspacing="0" cellpadding="0" style='border-collapse:collapse'> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>     Date of Note </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   Amount Paid Lotus TV </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Discounted  Note Balance at Inception </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   Note Balance As of 12/31/ 2011 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   Note Balance  As of 12/31/2012 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 12/17/2010 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> $                 1,928,839 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> $                    913,872 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> $                   967,444 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 236,804 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 1/31/2011 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 780,000 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 363,279 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 392,395 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 425,945 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 6/12/2011 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 5,623,255 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 2,680,610 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 2,818,486 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 3,059,468 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 8/9/2011 </td> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 616,523 </td> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 299,814 </td> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 309,582 </td> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 336,051 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'> $                8,948,617 </td> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'> $                 4,257,575 </td> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'> $                 4,487,907 </td> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'> 4,058,268 </td> </tr> </table>

<table border="0" cellspacing="0" cellpadding="0" style='border-collapse:collapse'> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>     Date of Note </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   Amount Paid Lotus TV </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Amount  Allocated to Intangible Asset </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Intangible Asset, Net As of 12/31/ 2011 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Intangible Asset, Net  As of 12/31/2012 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 12/17/2010 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> $                 1,928,839 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> $                1,014,967 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> $                   907,347 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 804,298 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 1/31/2011 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 780,000 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 416,721 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 377,149 </td> <td width="131" valign="top" style='width:98.55pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 335,489 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 6/12/2011 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 5,623,255 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 2,942,645 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 2,747,651 </td> <td width="131" valign="top" style='width:98.55pt;padding:0in 5.4pt 0in 5.4pt'> 2,434,403 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 8/9/2011 </td> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 616,523 </td> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 316,709 </td> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 303,162 </td> <td width="131" valign="top" style='width:98.55pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 269,748 </td> </tr> <tr align="left"> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'> $                8,948,617 </td> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'> $                 4,691,042 </td> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'> $                 4,335,309 </td> <td width="131" valign="top" style='width:98.55pt;border:none;padding:0in 5.4pt 0in 5.4pt'> 3,843,938 </td> </tr> </table>

<div align="center"> <table border="0" cellspacing="0" cellpadding="0" width="100%" style='width:100.0%;border-collapse:collapse'> <tr align="left"> <td width="677" colspan="11" valign="top" style='width:7.05in;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> December 31, 2012 </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.85pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="18" valign="top" style='width:13.35pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="19" valign="top" style='width:14.1pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;padding:0in 5.4pt 0in 5.4pt'>   </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   Tax </td> <td width="21" valign="top" style='width:15.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   Accumulated Net </td> <td width="18" valign="top" style='width:13.35pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   Deferred </td> <td width="19" valign="top" style='width:14.1pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   Valuation </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> Jurisdiction </td> <td width="21" valign="top" style='width:15.85pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> Operating Loss </td> <td width="18" valign="top" style='width:13.35pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> Expiration </td> <td width="21" valign="top" style='width:15.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> Tax Asset </td> <td width="19" valign="top" style='width:14.1pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> Allowance </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="18" valign="top" style='width:13.35pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="19" valign="top" style='width:14.1pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;padding:0in 5.4pt 0in 5.4pt'> United States </td> <td width="21" valign="top" style='width:15.85pt;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="110" valign="top" style='width:82.4pt;padding:0in 5.4pt 0in 5.4pt'> 474,192 </td> <td width="18" valign="top" style='width:13.35pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;padding:0in 5.4pt 0in 5.4pt'> 2019 - 2032 </td> <td width="21" valign="top" style='width:15.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="95" valign="top" style='width:71.4pt;padding:0in 5.4pt 0in 5.4pt'> 178,438 </td> <td width="19" valign="top" style='width:14.1pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="118" valign="top" style='width:88.45pt;padding:0in 5.4pt 0in 5.4pt'> (178,438) </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Macau </td> <td width="21" valign="top" style='width:15.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 688,120 </td> <td width="18" valign="top" style='width:13.35pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 2013 - 2015 </td> <td width="21" valign="top" style='width:15.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 82,574 </td> <td width="19" valign="top" style='width:14.1pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> (82,574) </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.85pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="110" valign="top" style='width:82.4pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 1,162,312 </td> <td width="18" valign="top" style='width:13.35pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="95" valign="top" style='width:71.4pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 261,012 </td> <td width="19" valign="top" style='width:14.1pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="118" valign="top" style='width:88.45pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> (261,012) </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.85pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="18" valign="top" style='width:13.35pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="19" valign="top" style='width:14.1pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> </tr> <tr align="left"> <td width="677" colspan="11" valign="top" style='width:7.05in;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> </tr> <tr style='height:11.7pt'> <td width="677" colspan="11" valign="top" style='width:7.05in;padding:0in 5.4pt 0in 5.4pt;height:11.7pt'> December 31, 2011 </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="18" valign="top" style='width:13.35pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="19" valign="top" style='width:14.1pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;padding:0in 5.4pt 0in 5.4pt'>   Tax </td> <td width="21" valign="top" style='width:15.85pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;padding:0in 5.4pt 0in 5.4pt'>   Accumulated Net </td> <td width="18" valign="top" style='width:13.35pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;padding:0in 5.4pt 0in 5.4pt'>   Deferred </td> <td width="19" valign="top" style='width:14.1pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;padding:0in 5.4pt 0in 5.4pt'>   Valuation </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Jurisdiction </td> <td width="21" valign="top" style='width:15.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Operating Loss </td> <td width="18" valign="top" style='width:13.35pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Expiration </td> <td width="21" valign="top" style='width:15.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Tax Asset </td> <td width="19" valign="top" style='width:14.1pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Allowance </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.85pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="18" valign="top" style='width:13.35pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="19" valign="top" style='width:14.1pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;border:none;padding:0in 5.4pt 0in 5.4pt'>   </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> United States </td> <td width="21" valign="top" style='width:15.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="110" valign="top" style='width:82.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 414,498 </td> <td width="18" valign="top" style='width:13.35pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 2019-2031 </td> <td width="21" valign="top" style='width:15.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="95" valign="top" style='width:71.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 155,976 </td> <td width="19" valign="top" style='width:14.1pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="118" valign="top" style='width:88.45pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> (155,976) </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;padding:0in 5.4pt 0in 5.4pt'> Macau </td> <td width="21" valign="top" style='width:15.85pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;padding:0in 5.4pt 0in 5.4pt'> 496,223 </td> <td width="18" valign="top" style='width:13.35pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;padding:0in 5.4pt 0in 5.4pt'> 2013-2014 </td> <td width="21" valign="top" style='width:15.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;padding:0in 5.4pt 0in 5.4pt'> 59,547 </td> <td width="19" valign="top" style='width:14.1pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;padding:0in 5.4pt 0in 5.4pt'> (59,547) </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.85pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="110" valign="top" style='width:82.4pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;padding:0in 5.4pt 0in 5.4pt'> 910,721 </td> <td width="18" valign="top" style='width:13.35pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="95" valign="top" style='width:71.4pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;padding:0in 5.4pt 0in 5.4pt'> 215,523 </td> <td width="19" valign="top" style='width:14.1pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="118" valign="top" style='width:88.45pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 1.5pt;border-right:none;padding:0in 5.4pt 0in 5.4pt'> (215,523) </td> </tr> <tr align="left"> <td width="101" valign="top" style='width:75.85pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.85pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="110" valign="top" style='width:82.4pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="18" valign="top" style='width:13.35pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="132" valign="top" style='width:99.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="95" valign="top" style='width:71.4pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="19" valign="top" style='width:14.1pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="21" valign="top" style='width:15.8pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="118" valign="top" style='width:88.45pt;border:none;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> </tr> </table> </div>

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES <div align="center"> <table border="0" cellspacing="0" cellpadding="0" width="100%" style='width:100.0%;border-collapse:collapse'> <tr align="left"> <td width="193" valign="top" style='width:144.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="35" valign="top" style='width:26.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="158" valign="top" style='width:118.15pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> December 31, 2012 </td> <td width="49" valign="top" style='width:36.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="198" valign="top" style='width:148.45pt;border:none;border-bottom:solid windowtext 1.0pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> December 31, 2011 </td> </tr> <tr align="left"> <td width="193" valign="top" style='width:144.4pt;padding:0in 5.4pt 0in 5.4pt'> Accounts payable </td> <td width="35" valign="top" style='width:26.2pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;border:none;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="158" valign="top" style='width:118.15pt;border:none;padding:0in 5.4pt 0in 5.4pt'> 202,075 </td> <td width="49" valign="top" style='width:36.8pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;border:none;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="198" valign="top" style='width:148.45pt;border:none;padding:0in 5.4pt 0in 5.4pt'> 2,224 </td> </tr> <tr align="left"> <td width="193" valign="top" style='width:144.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Wages payable </td> <td width="35" valign="top" style='width:26.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="158" valign="top" style='width:118.15pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 2,580 </td> <td width="49" valign="top" style='width:36.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="198" valign="top" style='width:148.45pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> - </td> </tr> <tr align="left"> <td width="193" valign="top" style='width:144.4pt;padding:0in 5.4pt 0in 5.4pt'> License fee payable </td> <td width="35" valign="top" style='width:26.2pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="158" valign="top" style='width:118.15pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> 90,412 </td> <td width="49" valign="top" style='width:36.8pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="198" valign="top" style='width:148.45pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt'> 47,197 </td> </tr> <tr align="left"> <td width="193" valign="top" style='width:144.4pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> Total </td> <td width="35" valign="top" style='width:26.2pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;border:none;border-bottom:double windowtext 1.5pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="158" valign="top" style='width:118.15pt;border:none;border-bottom:double windowtext 1.5pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 295,067 </td> <td width="49" valign="top" style='width:36.8pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'>   </td> <td width="22" valign="top" style='width:16.8pt;border:none;border-bottom:double windowtext 1.5pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> $ </td> <td width="198" valign="top" style='width:148.45pt;border:none;border-bottom:double windowtext 1.5pt;background:#CCFFCC;padding:0in 5.4pt 0in 5.4pt'> 49,421 </td> </tr> </table> </div>

10-K 2012-12-31 false Credit One Financial Inc 0001201135 --12-31 302155623 105700000 Smaller Reporting Company Yes No No 2012 FY 0001201135 2012-01-01 2012-12-31 0001201135 2012-12-31 0001201135 2011-12-31 0001201135 2011-01-01 2011-12-31 0001201135 us-gaap:CommonStockMember 2009-12-31 0001201135 us-gaap:AdditionalPaidInCapitalMember 2009-12-31 0001201135 fil:ForeignCurrencyTranslationAdjustmentMember 2009-12-31 0001201135 us-gaap:RetainedEarningsMember 2009-12-31 0001201135 fil:NonControllingInterestInSubsidiaryMember 2009-12-31 0001201135 2009-12-31 0001201135 us-gaap:CommonStockMember 2010-12-31 0001201135 us-gaap:AdditionalPaidInCapitalMember 2010-12-31 0001201135 fil:ForeignCurrencyTranslationAdjustmentMember 2010-12-31 0001201135 us-gaap:RetainedEarningsMember 2010-12-31 0001201135 2010-12-31 0001201135 us-gaap:CommonStockMember 2011-01-01 2011-12-31 0001201135 us-gaap:AdditionalPaidInCapitalMember 2011-01-01 2011-12-31 0001201135 fil:ForeignCurrencyTranslationAdjustmentMember 2011-01-01 2011-12-31 0001201135 us-gaap:RetainedEarningsMember 2011-01-01 2011-12-31 0001201135 us-gaap:CommonStockMember 2011-12-31 0001201135 us-gaap:AdditionalPaidInCapitalMember 2011-12-31 0001201135 fil:ForeignCurrencyTranslationAdjustmentMember 2011-12-31 0001201135 us-gaap:RetainedEarningsMember 2011-12-31 0001201135 fil:ForeignCurrencyTranslationAdjustmentMember 2012-01-01 2012-12-31 0001201135 us-gaap:RetainedEarningsMember 2012-01-01 2012-12-31 0001201135 us-gaap:CommonStockMember 2012-12-31 0001201135 us-gaap:AdditionalPaidInCapitalMember 2012-12-31 0001201135 fil:ForeignCurrencyTranslationAdjustmentMember 2012-12-31 0001201135 us-gaap:RetainedEarningsMember 2012-12-31 iso4217:USD shares iso4217:USD shares Net of accumulated depreciation of $4,295 as of December 31, 2012. Net of accumulated depreciation of $2,331 as of December 31, 2011. Net of accumulated amortization of $862,427 as of December 31, 2012. Net of accumulated amortization of $360,212 as of December 31, 2011. 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Note 2 - Summary of Significant Accounting Policies: Provision For Income Taxes (Policies)
12 Months Ended

Dec. 31, 2012

Policies

Provision For Income Taxes
Provision for Income Taxes

Deferred income taxes result from temporary differences between the basis of assets and liabilities recognized for differences between the financial statement and tax basis thereon, and for the expected future tax benefits to be derived from net operating losses and tax credit carry forwards. The Company has approximately $474,192 in U.S. net operating loss carry-forwards and $688,119 in Macau net operating loss carry-forwards as of December 31, 2012, and a valuation allowance equal to the tax benefit of the accumulated net operating losses has been established since it is uncertain that future taxable income from operations in the United States of America will be realized during the applicable carry-forward periods. The net operating loss carry-forwards may be limited under the change of control provisions of the Internal Revenue Code, Section 382.

The Company applies the provisions of income tax accounting standards for uncertainty in income taxes, which prescribe a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. When applicable, the Company will include interest and penalties related to uncertain tax positions in income tax expense.

Note 2 - Summary of Significant Accounting Policies: Provision For Income Taxes (Policies)	12 Months Ended
Dec. 31, 2012
Policies
Provision For Income Taxes	*Provision for Income Taxes* Deferred income taxes result from temporary differences between the basis of assets and liabilities recognized for differences between the financial statement and tax basis thereon, and for the expected future tax benefits to be derived from net operating losses and tax credit carry forwards. The Company has approximately $474,192 in U.S. net operating loss carry-forwards and $688,119 in Macau net operating loss carry-forwards as of December 31, 2012, and a valuation allowance equal to the tax benefit of the accumulated net operating losses has been established since it is uncertain that future taxable income from operations in the United States of America will be realized during the applicable carry-forward periods. The net operating loss carry-forwards may be limited under the change of control provisions of the Internal Revenue Code, Section 382. The Company applies the provisions of income tax accounting standards for uncertainty in income taxes, which prescribe a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. When applicable, the Company will include interest and penalties related to uncertain tax positions in income tax expense.

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

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-Number 4

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Reference 2: http://www.xbrl.org/2003/role/presentationRef

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Reference 3: http://www.xbrl.org/2003/role/presentationRef

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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

CREDIT ONE FINANCIAL, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $)	Common Stock	Additional Paid in Capital	Foreign currency translation adjustment	Accumulated Deficit	Total
Balance, Value at Dec. 31, 2010	$ 2,156	$ 3,193,303	$ (5,363)	$ (375,552)	$ 2,814,544
Balance, Shares at Dec. 31, 2010	2,155,623
Stock Issued During Period, New Issues, Value	300,000	8,700,000			9,000,000
Stock Issued During Period, New Issues, Shares	300,000,000
Net Income (Loss)				(535,170)	(535,170)
Foreign Currency Translation Adjustment			(18,131)		(18,131)
Balance, Value at Dec. 31, 2011	302,156	11,893,303	(23,494)	(910,722)	11,261,243
Balance, Shares at Dec. 31, 2011	302,155,623
Net Income (Loss)				(251,590)	(251,590)
Foreign Currency Translation Adjustment			25,680		25,680
Balance, Value at Dec. 31, 2012	$ 302,156	$ 11,893,303	$ 2,186	$ (1,162,312)	$ 11,035,333
Balance, Shares at Dec. 31, 2012	302,155,623

Credit One Financial, Inc. - Consolidated Statements of Operations and Comprehensive Income (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Revenues
Advertising Revenue, Services, Net	$ 370,313	$ 123,504
Revenue from TV Program	37,519	5,139
Revenues	407,832	128,643
Operating Expenses
Selling, General and Administrative Expense	1,056,445	622,346
Operating Expenses	1,056,445	622,346
Operating Income (Loss)	(648,613)	(493,703)
Nonoperating Income (Expense)
Foreign Currency Exchange Gain (Loss)	(2,900)
Interest Income	364,793	223,247
Unrealized Gain (Loss) on Investments	(35,130)	264,714
Nonoperating Income (Expense)	397,032	(41,467)
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest	(251,590)	(535,170)
Net Income (Loss) Attributable to Parent	(251,590)	(535,170)
Other Comprehensive Income (Loss)
Foreign Currency Translation Adjustment	25,680	(18,131)
Total Comprehensive Income (Loss)	$ (225,910)	$ (553,301)
Earnings Per Share
Earnings Per Share, Basic and Diluted	$ 0.00	$ 0.00
Weighted Average Number of Shares Outstanding, Basic and Diluted	302,155,623	302,155,623

Credit One Financial, Inc. - Consolidated Statements of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Statement of Cash Flows
Net Income (Loss)	$ (251,590)	$ (535,170)
Accretion of Interest on Note Receivable	(364,793)	(223,661)
Amortization of Intangible Assets	501,008	355,850
Depreciation and Amortization	1,964	1,538
Unrealized Gain (Loss) on Investments	(35,130)	264,714
Increase (Decrease) in Prepaid Expense and Other Assets	(131,854)	(173,772)
Increase (Decrease) in Accounts Payable and Accrued Liabilities	245,646	(96,185)
Increase (Decrease) in Deferred Revenue	4,843
Net Cash Provided by (Used in) Operating Activities	(29,906)	(406,686)
Payments to Acquire Property, Plant, and Equipment		(5,182)
Payments to Acquire Note Receivables		(7,019,778)
Proceeds from Collection of Notes Receivable		790,754
Payments to Acquire Gold Bullion		(2,577,397)
Changes in amount due to director for gold investment	605	275,223
Payments to Acquire Trademark	(26,546)	(21,824)
Net Cash Provided by (Used in) Investing Activities	(25,941)	(8,558,204)
Proceeds from Issuance of Common Stock		9,000,000
Net Cash Provided by (Used in) Financing Activities		9,000,000
Effect of exchange rate on cash and cash equivalents	6,471	(26,068)
Cash and Cash Equivalents, Period Increase (Decrease)	(49,376)	9,042
Cash and Cash Equivalents, at Carrying Value	250,167	241,125
Cash and Cash Equivalents, at Carrying Value	200,791	250,167
Note receivable converted to prepaid expenses	800,000
Gold bullion received for advertising agreement (deferred revenue)	$ 2,014,825

Note 9 - Accounts Payable and Accrued Expenses: Schedule of Accounts Payable and Accrued Expenses (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Details
Accounts Payable and Accrued Liabilities, Current, Total	$ 295,067	$ 49,421

Document and Entity Information (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Document and Entity Information:
Entity Registrant Name	Credit One Financial Inc
Document Type	10-K
Document Period End Date	Dec. 31, 2012
Amendment Flag	false
Entity Central Index Key	0001201135
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	302,155,623
Entity Public Float	$ 105,700
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY