UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
AMENDMENT NO. 1
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2012
| [ ] | 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: 000-49768
Asia
Interactive Media Inc.
(Exact name of registrant
as specified in its charter)
| Nevada | 43-195-4778 | |
| (State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.) | |
| organization) |
Level 30, Bank of China Tower,
1 Garden Road, Central Hong Kong
(Address of principal executive offices) (Zip Code)
011-852-9836-2643
(Registrant’s telephone number, including area code)
______________________
(Former name, former address and former fiscal year, if changed since last report)
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 require 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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-5 (§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 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 [ ] | Accelerated filer [ ] | Non-accelerated filer [ ] | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes[ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSURS:
As of August 13, 2012, the registrant’s outstanding common stock consisted of 6,534,492 shares.
Table of Contents
EXPLANATORY NOTE
| PART I – FINANCIAL INFORMATION | ||||
| Item 1. | Financial Statements | 4 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 5 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 8 | ||
| Item 4. | Controls and Procedures | 8 | ||
| PART II – OTHER INFORMATION | ||||
| Item 1. | Legal Proceedings | 9 | ||
| Item 2. | Unregistered Sales of Equity Securities | 9 | ||
| Item 3. | Defaults Upon Senior Securities | 9 | ||
| Item 4. | Mine Safety Disclosures | 9 | ||
| Item 5. | Other Information | 9 | ||
| Item 6. | Exhibits | 9 | ||
| 2 |
EXPLANATORY NOTE
This Amendment No. 1 to the quarterly report on Form 10-Q of Asia Interactive Media Inc. (“we”, “our”, “us”) for the period ended June 30, 2012 is being filed for the purpose of correcting a material misstatement in our financial statements pertaining to the collectability of a loan receivable. On September 27, 2012, we determined that a loan receivable in the amount of $237,843 was not collectible as of December 31, 2011, and we therefore wrote off the loan receivable and restated our financial statements accordingly.
Other than as described above, this Amendment No. 1 continues to speak as of the filing date of our original quarterly report on Form 10-Q for the period ended June 30, 2012, does not reflect events that may have occurred subsequent to that date, and does not modify or update any related disclosures made in that report.
| 3 |
PART I – FINANCIAL INFORMATION
Safe Harbor Statement
This quarterly report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.
These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. This quarterly report discusses our financial condition and results of operations based upon our financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.
All currency references in this quarterly report are in U.S. dollars unless otherwise noted.
Item 1. Financial Statements.
Our unaudited restated financial statements follow.
Asia Interactive Media Inc. (previously Black Gardenia Corp.)
(A Development Stage Company)
(Expressed in U.S. Dollars)
Restated
June 30, 2012
| Index | ||
| Balance Sheet | F–1 | |
| Statements of Operations | F–2 | |
| Statements of Cash Flows | F–3 | |
| Notes to the Financial Statements | F–4 |
| 4 |
Asia Interactive Media Inc. (previously Black Gardenia Corp.)
(A Development Stage Company)
Restated Balance Sheet
(Expressed in U.S. Dollars)
| June 30, 2012 | December 31, 2011 | |||||||
| $ | $ | |||||||
| (Unaudited/Restated) | (Audited/Restated) | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | 27,688 | 32,712 | ||||||
| Total Current Assets | 27,688 | 32,712 | ||||||
| Loan Receivable (Note 3) | – | – | ||||||
| Total Assets | 27,688 | 37,712 | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | 11,536 | 16,917 | ||||||
| Total Current Liabilities | 11,536 | 16,917 | ||||||
| Total Liabilities | 11,536 | 16,917 | ||||||
| Contingency (Note 1) | ||||||||
| Stockholders’ Equity | ||||||||
| Common Stock: | ||||||||
| Authorized: 100,000,000 shares, $0.00001 par value; 6,534,492 shares issued and outstanding (Note 4) | 66 | 66 | ||||||
| Additional Paid-in Capital (Note 4) | 598,734 | 598,734 | ||||||
| Donated Capital | 37,628 | 37,628 | ||||||
| Deficit Accumulated during the Development Stage | (620,276 | ) | (620,633 | ) | ||||
| Total Stockholders’ Equity | 16,152 | 15,795 | ||||||
| Total Liabilities and Stockholders’ Equity | 27,688 | 32,712 | ||||||
(The Accompanying Notes are an Integral Part of the Financial Statements)
| F-1 |
Asia Interactive Media Inc. (previously Black Gardenia Corp.)
(A Development Stage Company)
Restated Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited)
| Accumulated from | ||||||||||||||||||||
| February 9, 2000 | For the three | For the three | For the six | For the six | ||||||||||||||||
| (Date of Inception) | months ended | months ended | months ended | months ended | ||||||||||||||||
| to June 30, 2012 | June 30, 2012 | June 30, 2011 | June 30, 2012 | June 30, 2011 | ||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
| (Restated) | (Restated) | (Restated) | ||||||||||||||||||
| Revenue | – | – | – | – | – | |||||||||||||||
| Operating Expenses | ||||||||||||||||||||
| General and administrative | 491,284 | 5,690 | 4,351 | 9,643 | 8,643 | |||||||||||||||
| Total Operating Expenses | 491,284 | 5,690 | 4,351 | 9,643 | 8,643 | |||||||||||||||
| Write-off of Loan Receivable | 273,843 | – | – | – | – | |||||||||||||||
| Other Income | 108,851 | 10,000 | 5,836 | 10,000 | 11,501 | |||||||||||||||
| Net Income (Loss) | (620,276 | ) | 4,310 | 1,485 | 357 | 2,858 | ||||||||||||||
| Net Income (Loss) Per Share – Basic and Diluted | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||
| Weighted Average Shares Outstanding | 6,534,492 | 6,534,492 | 6,534,492 | 6,534,492 | ||||||||||||||||
(The Accompanying Notes are an Integral Part of the Financial Statements)
| F-2 |
Asia Interactive Media Inc. (previously Black Gardenia Corp.)
(A Development Stage Company)
Restated Statements of Cash Flows
(Expressed in U.S. Dollars)
(Unaudited)
| Accumulated from | ||||||||||||
| February 9, 2000 | For the six months | For the six months | ||||||||||
| (Date of Inception) | ended | ended | ||||||||||
| to June 30, 2012 | June 30, 2012 | June 30, 2011 | ||||||||||
| $ | $ | $ | ||||||||||
| (Restated) | (Restated) | |||||||||||
| Operating Activities | ||||||||||||
| Net income (loss) | (620,276 | ) | 357 | 2,858 | ||||||||
| Adjustment to reconcile net loss to net cash used in operating activities | ||||||||||||
| Donated expenses | 23,000 | – | – | |||||||||
| Change in operating assets and liabilities | ||||||||||||
| Loan receivable | – | – | (11,501 | ) | ||||||||
| Accounts payable and accrued liabilities | 11,536 | (5,381 | ) | (1,460 | ) | |||||||
| Advances from officers | 14,628 | – | – | |||||||||
| Net Cash Used in Operating Activities | (571,112 | ) | (5,024 | ) | (10,103 | ) | ||||||
| Financing Activities | ||||||||||||
| Common stock | 66 | – | (1 | ) | ||||||||
| Additional paid-in capital | 598,734 | – | (49,999 | ) | ||||||||
| Net Cash Provided by (Used in) Financing Activities | 598,800 | – | (50,000 | ) | ||||||||
| Net Increase (Decrease) in Cash | 27,688 | (5,024 | ) | (60,103 | ) | |||||||
| Cash – Beginning of Period | – | 32,712 | 97,316 | |||||||||
| Cash – End of Period | 27,688 | 27,688 | 37,213 | |||||||||
| Supplemental Disclosures: | ||||||||||||
| Interest paid | 19,233 | – | – | |||||||||
| Income tax paid | – | |||||||||||
(The Accompanying Notes are an Integral Part of the Financial Statements)
| F-3 |
Asia Interactive Media Inc. (previously Black Gardenia Corp.)
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
June 30, 2012
| 1. | Nature of Business and Continuance of Operations |
Asia Interactive Media Inc. (previously Black Gardenia Corp.), herein “the Company”, was incorporated on February 9, 2000 pursuant to the Laws of the State of Nevada, USA. The Company has no business operations and is considered a development stage company, as defined by Accounting Standards Codification (“ASC”) 915.10.05 “Accounting and Reporting by Development Stage Enterprises”. On March 22, 2007 the Company changed its name to “Asia Interactive Media Inc.”
The financial statements have been prepared using generally accepted accounting principles in the United States of America applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. At June 30, 2012, the Company had a working capital surplus of $16,152 and has accumulated losses of $620,276 since its inception. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. It is management’s plan to seek additional capital through equity and/or debt financings. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.
| 2. | Summary of Significant Accounting Policies |
| a) | Basis of Presentation |
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31.
| b) | Use of Estimates |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
| c) | Basic and Diluted Net Income (Loss) Per Share |
The Company computes net income (loss) per share in accordance with ASC 260.10.05 which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
| d) | Comprehensive Loss |
ASC 220.10.05, “Reporting Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at June 30, 2012 and 2011, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
| e) | Cash and Cash Equivalents |
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
| F-4 |
Asia Interactive Media Inc. (previously Black Gardenia Corp.)
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
June 30, 2012
2. Summary of Significant Accounting Policies (continued)
| f) | Long-Lived Assets |
In accordance with ASC 360.10.05, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the carrying value of long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.
| g) | Financial Instruments |
The fair value of financial instruments, which include cash, accounts payable, accrued liabilities and due to related party, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
| h) | Income Taxes |
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740.10.05, “Accounting for Income Taxes”, as of its inception. Pursuant to ASC 740.10.05, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
| i) | Foreign Currency Translation |
The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830.10.05, “Foreign Currency Translation”, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
| j) | Recent Accounting Pronouncements |
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial statements upon adoption.
| F-5 |
Asia Interactive Media Inc. (previously Black Gardenia Corp.)
(A Development Stage Company)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
June 30, 2012
3. Restatement – Loan Receivable
On February 16, 2007, the Company entered into a Bridge Loan Agreement (subsequently amended on November 16, 2007) with Live-Interactive Technology Ltd. (“Live-Interactive”), a company based in China, whereby the Company agreed to loan funds, to a maximum of $195,000 (RMB1,500,000), to Live-Interactive on an interest-free basis for three months from the date of the loan advance. Interest at 15% per annum is charged on all outstanding amounts after the three month interest-free period. As at December 31, 2011, a total of $237,843, including accrued interest, was owing from Live-Interactive.
On September 27, 2012, the Company’s management determined that the loan receivable was not collectible and provided a provision for bad debts in the total amount of the loan receivable. The effect of the accounting correction is summarized accordingly.
The following table represents the effects of the restated statements as of June 30, 2012:
| Restated | Original | |||||||
| June 30, 2012 | June 30, 2012 | |||||||
| Loan Receivable | - | 249,074 | ||||||
| Retained Deficit | (620, 276) | (371,202 | ) | |||||
| (Loss)/Income | 357 | 11,588 | ||||||
| F-6 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
We are a blank check company organized under the laws of the State of Nevada on February 9, 2000. We currently maintain a mailing address at Level 30, Bank of China Tower, 1 Garden Road, Central Hong Kong, China, and our telephone number is 011-852-9836-2643. We do not have any subsidiaries. Our fiscal year end is December 31. We were formed for the purpose of merging with, engaging in a capital stock exchange with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more operating businesses.
As of June 30, 2012, we did not have any specific business combination under consideration and we had not identified any prospective target business, nor had anyone done so on our behalf. We cannot provide any assurance as to whether any proposed business combination will be feasible at all, or will be feasible on terms acceptable to us, and we have no way of forecasting whether any proposed business combination will be successfully completed on a timely basis.
We believe that the earliest we will begin generating revenues will not be until after the completion of a business combination. However, even we successfully complete a business combination, we may not be able to achieve our anticipated business goals, gain any operating benefits or generate any profits.
We are a “shell company” as defined in Rule 405 under the Securities Act of 1933 and Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), since we have only conducted nominal operations and have nominal assets.
Results of Operations for the Three Months ended June 30, 2012 and 2011 and from February 9, 2000 (Date of Inception) to June 30, 2012
Revenue and Other Income
From our inception on February 9, 2000 to June 30, 2012, we did not generate any revenue. We do not anticipate that we will earn any revenue during the current fiscal year or in the foreseeable future, as we do not have any operations and are presently engaged in seeking a business combination with a target business. We anticipate that we will incur substantial losses over the next year, unless we are able to successfully complete a business combination and develop the business of the target company.
During the three months ended June 30, 2012 we generated $10,000 in other income, an increase of $4,164 from the $5,836 in other income we generated during the same period in 2011. From our inception on February 9, 2000 to June 30, 2012, we generated total other income of $108,851, all of which was in the form of interest income.
Expenses
From our inception on February 9, 2000 to June 30, 2012, we incurred $491,284 in operating expenses. During the three months ended June 30, 2012, our total operating expenses increased by $1,339 from the same period in 2011, from $4,351 to $5,690. This increase was largely due to an increase in our professional fees for the period, as offset by a decrease in our consulting and management fees and office and sundry expenses.
Since our inception, our operating expenses have consisted entirely of general and administrative expenses, which include professional fees, consulting and management fees, office and sundry expenses, bank charges and interest and foreign exchange costs. Our professional fees consist of accounting, legal and audit fees.
Our general and administrative expenses for the three months ended June 30, 2012 consisted of $3,705 in professional fees, $1,500 in consulting and management fees, $465 in foreign exchange loss and $20 in bank charges and interest. During the three months ended June 30, 2011, our general and administrative expenses included $408 in professional fees, $3,020 in consulting and management fees, $1,492 in office and sundry expenses and $71 in bank charges and interest, as offset by $640 in foreign exchange gains.
| 5 |
Our office and sundry expenses include communication expenses (internet, fax and telephone), office supplies, courier fees and postage costs.
Net Income (Loss)
From our inception on February 9, 2000 to June 30, 2012, we incurred a net loss of $620,276. During the three months ended June 30, 2012 we generated net income of $4,310, compared to generating net income of $1,485 during the same period in 2011. The increase in our net income for the period was primarily the result of the increase in our other income as described above. We did not experience any net loss per share during either the three months ended June 30, 2012 or 2011.
Results of Operations for the Six Months ended June 30, 2012 and 2011
Other Income
During the six months ended June 30, 2012 we generated $10,000 in other income, a decrease of $1,501 from the $11,501 in other income we generated during the same period in 2011. All of this income was in the form of interest income.
Expenses
During the six months ended June 30, 2012, our total operating expenses increased by $1,000 from the same period in 2011, from $8,643 to $9,643. This decrease was largely due to increases in our professional fees and foreign exchange loss for the period, as offset by decreases in our consulting and management fees and office and sundry expenses.
Our general and administrative expenses for the six months ended June 30, 2012 consisted of $6,516 in professional fees, $3,000 in consulting and management fees, $84 in foreign exchange loss and $43 in bank charges and interest. During the six months ended June 30, 2011, our general and administrative expenses included $2,994 in professional fees, $6,614 in consulting and management fees, $1,992 in office and sundry expenses and $93 in bank charges and interest, as offset by $3,050 in foreign exchange gains.
Net Income (Loss)
During the six months ended June 30, 2012 we generated net income of $357, compared to generating net income of $2,858 during the same period in 2011. The decrease in our net income for the period was primarily the result of the decrease in our other income as described above. We did not experience any net loss per share during either the six months ended June 30, 2012 or 2011.
Liquidity and Capital Resources
As of June 30, 2012 we had $27,688 in cash and total assets, $11,536 in total liabilities and a working capital surplus of $16,152. From our inception on February 9, 2000 to June 30, 2012, we raised an aggregate of $648,800 from private placements of our common stock, which has funded our accumulated deficit of $620,276.
During the six months ended June 30, 2012 we spent $5,024 in cash on operating activities, including $5,381 on our accounts payable and accrued liabilities. During the same period in 2011 we spent $10,103 in cash on operating activities, including $11,501 on a loan receivable and $1,460 on our accounts payable and accrued liabilities. The bulk of our spending on operating activities during these periods was attributable to our net income/loss as described above and the aforementioned changes in our operating assets and liabilities.
| 6 |
We did not engage in any financing activities during the six months ended June 30, 2012; however, during the six months ended June 30, 2011 we spent $50,000 on financing activities in connection with the repurchase of 100,000 shares our common stock from two shareholders.
Our cash decreased by $5,024 during the six months ended June 30, 2012, equivalent to our spending on operating activities for the period.
In February 2007, we attempted to negotiate a joint venture agreement with Live-Interactive Technology Ltd., a Chinese company (“Live-Interactive”), to co-develop and co-market an employment search website. We did not reach an agreement with Live-Interactive, and we are no longer pursuing negotiations with the company. On February 16, 2007 we entered into a Bridge Loan Agreement (subsequently amended on November 16, 2007) with Live-Interactive whereby we agreed to loan a maximum of $195,000 (RMB1,500,000) to the company on an interest-free basis for three months from the date of the loan advance, with interest accruing at a rate of 15% per annum thereafter. Subsequent to June 30, 2012, we determined that the loan to Live-Interactive was not collectible as of December 31, 2011, and we therefore wrote off the loan receivable and restated our financial statements accordingly.
We are currently reviewing other businesses in relation to a potential business combination. If we are successful in consummating a business combination, we will likely incur additional costs for personnel and business expansion. In order for us to attract and retain quality personnel, we anticipate that we will need to offer competitive salaries, issue common stock to consultants and employees and grant stock options to future employees. We estimate that our operating expenses over the next 12 months (beginning August 2012) will be approximately $100,000, all of which will be general and administrative expenses. This estimate may change significantly depending on the nature of our future business activities and whether we continue our operations.
While we are currently in good short-term financial standing, we do not anticipate that we will earn any revenue in the near future or generate positive internal operating cash flow until we can complete a business combination. It may take several years for us to acquire an operating business, develop a business plan and generate revenue. There is no assurance we will achieve profitable operations following the completion of any business combination.
As of June 30, 2012 we had $27,688 in cash. Should we require additional capital to fund the acquisition of an operating business, we plan to proceed by way of private placements, loans or possibly a direct offering. However, there is no assurance that we will be able to raise enough capital to meet our future cash requirements.
Going Concern
Our financial statements for the three months ended June 30, 2012 have been prepared on a going concern basis and contain an additional explanatory paragraph in Note 1 which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
As of August 13, 2012 we had no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
| 7 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon this evaluation, and the material weaknesses in our internal control over financial reporting identified in our annual report on Form 10-K for the period ended December 31, 2011, our management concluded that our disclosure controls and procedures were not effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information was not accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure
Changes in Internal Controls
During the three months ended June 30, 2012, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act), that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 8 |
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We are not aware of any legal proceedings to which we are a party. None of our directors, officers, affiliates, or any owner of record of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material adverse interest to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
| Exhibit Number | Exhibit Description | |
| 31.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS * | XBRL Instance Document | |
| 101.SCH * | XBRL Taxonomy Extension Schema Document | |
| 101.CAL * | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF * | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB * | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE * | XBRL Taxonomy Extension Presentation Linkbase Document |
| 9 |
SIGNATURES
Pursuant to the requirements 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.
| Date: | November 2, 2012 | Asia Interactive Media Inc. |
| /s/ Ken Ng | ||
| Ken Ng | ||
| President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director |
| 10 |
Exhibit 31.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Ken Ng, certify that:
| 1. | I have reviewed this amended quarterly report on Form 10-Q/A of Asia Interactive Media Inc. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-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. |
| 5. | 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: November 2, 2012
| By: | /s/ Ken Ng | |
| Ken Ng | ||
| President, Chief Executive Officer, Chief Financial Officer, | ||
| Principal Accounting Officer, Secretary, Treasurer, Director |
Exhibit 32.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the amended quarterly report of Asia Interactive Media Inc. (the “Company”) on Form 10-Q/A for the period ended June 30, 2012 as filed with the Securities and Exchange Commission (the “Report”), I, Ken Ng, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 2, 2012
| By: | /s/ Ken Ng | |
| Ken Ng | ||
| President, Chief Executive Officer, Chief Financial Officer, | ||
| Principal Accounting Officer, Secretary, Treasurer, Director |
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Summary of Significant Accounting Policies (Policies)
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6 Months Ended | |||
|---|---|---|---|---|
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Jun. 30, 2012
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| Accounting Policies [Abstract] | ||||
| Basis of Presentation |
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31. |
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| Use of Estimates |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
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| Basic and Diluted Net Income (Loss) Per Share |
The Company computes net income (loss) per share in accordance with ASC 260.10.05 which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. |
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| Comprehensive Loss |
ASC 220.10.05, “Reporting Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at June 30, 2012 and 2011, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. |
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| Cash and Cash Equivalents |
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
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| Long-Lived Assets |
In accordance with ASC 360.10.05, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the carrying value of long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. |
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| Financial Instruments |
The fair value of financial instruments, which include cash, accounts payable, accrued liabilities and due to related party, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. |
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| Income Taxes |
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740.10.05, “Accounting for Income Taxes”, as of its inception. Pursuant to ASC 740.10.05, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. |
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| Foreign Currency Translation |
The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830.10.05, “Foreign Currency Translation”, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. |
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| Recent Accounting Pronouncements |
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial statements upon adoption. |