ASIAN TRENDS MEDIA HOLDINGS, INC.
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( Exact name of small business issuer as specified in its charter)
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NEVADA
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90-0201309
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(State or other jurisdiction of
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(IRS Employer Identification No.)
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incorporation or organization)
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203 Hankow Center, 5-15 Hankow Road
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Tsimshatsui, Kowloon, Hong Kong
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n/a
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer £
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Non-accelerated filer £
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Accelerated filer £ (do not check if smaller reporting company)
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Smaller reporting company T
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Class of Securities
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Shares Outstanding
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Common Stock, $0.001 par value
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81,912,000 shares
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Page | ||
PART I - FINANCIAL INFORMATION
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Item 1.
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Unaudited Condensed Financial Statements
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3 |
Unaudited Condensed Consolidated Balance Sheets, March 31, 2012 and December 31, 2011
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3 | |
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2012 and 2011
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4 | |
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and 2011
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5 | |
Notes to the Unaudited Condensed Consolidated Financial Statements
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6 | |
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operation or Plan of Operation
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10 |
Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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11 |
Item 4.
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Controls and Procedures
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11 |
11 | ||
PART II -OTHER INFORMATION
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Item 1.
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Legal Proceedings.
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12 |
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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12 |
Item 3.
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Defaults Upon Senior Securities.
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12 |
Item 4.
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Removed and Reserved
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12 |
Item 5.
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Other Information.
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12 |
Item 6.
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Exhibits
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12 |
SIGNATURES
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13 | |
March 31, 2012
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December 31, 2011
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(Unaudited)
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(Audited) | |||||||
Assets
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Current assets
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Accounts receivable
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$ | 223 | $ | 185 | ||||
Total current assets
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223 | 185 | ||||||
Property, plant & equipment, net
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- | 19,821 | ||||||
Total assets
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$ | 223 | $ | 20,006 | ||||
Liabilities and equity
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Liabilities
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Current liabilities
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Accounts payable
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$ | 17,387 | $ | 17,387 | ||||
Note payable
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256,412 | 256,412 | ||||||
Accrued expenses and other payables
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17,654 | 17,654 | ||||||
Advances from shareholder
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129,064 | 127,967 | ||||||
Total current liabilities
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420,517 | 419,420 | ||||||
Total liabilities
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$ | 420,517 | $ | 419,420 | ||||
Shareholders’ equity
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Common stock, Par value $0.001, 225,000,000 shares authorized; $0.01 par value; 81,912,000 shares issued and outstanding as of March 31, 2012 and December 31 2011, respectively
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81,912 | 81,912 | ||||||
Additional paid in capital
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634,545 | 634,545 | ||||||
Accumulated deficit
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(1,136,751 | ) | (1,115,871 | ) | ||||
Total shareholders’ equity
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(420,294 | ) | (399,414 | ) | ||||
Total liabilities and shareholders’ equity
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$ | 223 | $ | 20,006 | ||||
ASIAN TRENDS MEDIA HOLDINGS, INC
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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AND COMPREHENSIVE INCOME (UNAUDITED)
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Three months ended March 31,
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2012
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2011
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CONTINUING OPERATIONS
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REVENUES
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$ | 38 | $ | 92 | ||||
COST OF SALES
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- | - | ||||||
GROSS PROFIT
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38 | 92 | ||||||
EXPENSES
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General and administrative
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1,097 | 15,084 | ||||||
Impairment of property, plant and equipment
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19,821 | - | ||||||
TOTAL OPERATING EXPENSES
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20,918 | 15,084 | ||||||
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES
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(20,880 | ) | (14,992 | ) | ||||
PROVISION FOR INCOME TAXES
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- | - | ||||||
NET LOSS FROM CONTINUING OPERATIONS
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$ | (20,880 | ) | $ | (14,992 | ) | ||
DISCONTINUED OPERATIONS
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NET LOSS
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- | 49,955 | ||||||
GAIN ON DISPOSAL OF DISCONTINUED OPERATIONS
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- | 115,468 | ||||||
NET INCOME FROM DISCONTINUED OPERATIONS
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$ | - | $ | 165,423 | ||||
NET (LOSS) / INCOME FOR THE PERIOD
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$ | (20,880 | ) | $ | 150,431 | |||
OTHER COMPREHENSIVE INCOME
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- | - | ||||||
TOTAL COMPREHENSIVE (LOSS) / INCOME FOR THE PERIOD
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Arising from continuing operations
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(20,880 | ) | (14,992 | ) | ||||
Arising from discontinued operations
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- | 165,423 | ||||||
$ | (20,880 | ) | $ | 150,431 | ||||
INCOME PER SHARE, BASIC AND DILUTED – CONTINUING OPERATIONS
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$ | (0.00 | ) | (0.00 | ) | |||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED
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81,912,000 | 89,867,514 |
ASIAN TRENDS MEDIA HOLDINGS, INC.
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
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Three months ended
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March 31, 2012
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March 31, 2011
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Cash flows from operating activities
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Cash flows from continuing operating activities
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Net loss
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(20,880 | ) | (14,992 | ) | ||||
Adjustments to reconcile net income to net cash flows used in operating activities for:
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Depreciation
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- | 3,279 | ||||||
Impairment of property, plant and equipment
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19,821 | - | ||||||
Changes in operating assets and liabilities:
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Increase in accounts receivables
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(38 | ) | (92 | ) | ||||
Increase in accounts payable
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- | 849 | ||||||
Decrease in other receivables and deposits
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- | 18,955 | ||||||
Decrease in accrued expenses and other payables
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- | (15,275 | ) | |||||
Net cash used in continuing operating activities
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(1,097 | ) | (7,276 | ) | ||||
Net cash provided by discontinued operating activities
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- | 32,901 | ||||||
Net cash (used in)/provided by operating activities
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(1,097 | ) | 25,625 | |||||
Cash flows from financing activities
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Cash flows from continuing financing activities
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Advances from a shareholder
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1,097 | (82,710 | ) | |||||
Net cash provided by continuing financing activities
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1,097 | (82,710 | ) | |||||
Net cash used in discontinued financing activities
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- | - | ||||||
Net cash provided by / (used in) financing activities
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1,097 | (82,710 | ) | |||||
Net decrease in cash and cash equivalents
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Continuing operations
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- | (89,986 | ) | |||||
Discontinued operations
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- | 32,901 | ||||||
- | (57,085 | ) | ||||||
Cash and cash equivalents at beginning of year
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Continuing operations
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- | 89,986 | ||||||
Discontinued operations
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- | 155,916 | ||||||
- | 245,902 | |||||||
Cash and cash equivalents at end of year
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Continuing operations
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- | - | ||||||
Discontinued operations
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- | 188,817 | ||||||
$ | - | $ | 188,817 | |||||
Non-cash transactions
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Forfeiture of common stocks in disposal of subsidiaries
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- | 22,147 | ||||||
Cancellation of shares
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- | 256,412 | ||||||
(a)
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Economic and Political Risk
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(b) Cash and Cash Equivalents
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(d) Revenue Recognition
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(e) Earnings Per Share
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March 31,
2012
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December 31,
2011
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March 31,
2011
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Period/year end HK$ : US$ exchange rate
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0.1282 | 0.1282 | 0.1282 | |||||||||
Average yearly HK$ : US$ exchange rate
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0.1282 | 0.1282 | 0.1282 |
March 31, 2012
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December 31, 2011
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(Unaudited)
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(Audited)
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At cost:
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Computer equipment
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$ | - | $ | 13,147 | ||||
Leasehold improvement
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- | 47,533 | ||||||
Office equipment
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- | 30,133 | ||||||
Furniture
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- | 11,632 | ||||||
Site display system
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- | 10,640 | ||||||
- | 113,085 | |||||||
Less: Accumulated depreciation
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- | (93,264 | ) | |||||
Property, plant and equipment, net
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- | 19,821 |
Three months ended
March 31, 2012
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Three months ended
March 31, 2011
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Attributable to continuing operations
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$ | - | $ | 3,279 | ||||
Attributable to discontinued operations
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- | - | ||||||
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- | 3,279 |
Three months ended March 31,
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2012
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2011
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Increase (decrease) | % Change | |||||||||||||
Revenue
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$ | 38 | $ | 92 | (54 | ) | (58.70 | %) | ||||||||
Gross profit
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38 | 92 | (54 | ) | (58.70 | %) | ||||||||||
General & administrative
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20,918 | 15,084 | 5,834 | 38.68 | % | |||||||||||
Loss from operations
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(20,880 | ) | (14,992 | ) | (5,888 | ) | 39.27 | % | ||||||||
Provision for taxation
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- | - | - | N/A | ||||||||||||
Discontinued operations
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- | 165,423 | (165,423 | ) | (100.00 | %) | ||||||||||
Net (loss) / income
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$ | (20,880 | ) | $ | 150,431 | (171,311 | ) | (113.88 | %) |
Exhibit
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Number
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Description
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31.1
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Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
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Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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ASIAN TRENDS MEDIA HOLDINGS, INC.
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Dated: May 17, 2012
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/s/ Zhi Jian Zeng
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Zhi Jian Zeng
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Chief Executive Officer
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Dated: May 17, 2012
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/s/ Huang Jian Nan
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Huang Jian Nan
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Chief Financial Officer
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1.
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I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2012, of Asian Trends Media Holdings, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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The registrant’s other certifying officer 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):
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a)
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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
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b)
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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.
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Date: May 17, 2012
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/s/ Zhi Jian Zeng
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Zhi Jian Zeng
Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2012, of Asian Trends Media Holdings, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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The registrant’s other certifying officer 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):
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a)
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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
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b)
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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.
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Date: May 17, 2012
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/s/ Huang Jian Nan
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Huang Jian Nan
Chief Financial Officer
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1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Property and Equipment
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2012
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Property and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment | NOTE 4 PROPERTY AND EQUIPMENT
Property, plant and equipment of the Company consist primarily of computer and display equipment owned and operated by the Company. Property, plant and equipment as of March 31, 2012 and December 31, 2011 are summarized as follows:
Depreciation expenses for the three months ended March 31, 2012 and 2011 were analyzed as follows:
Impairment loss of $19,821 was recognized for the Companys property, plants and equipment during the three months ended March 31, 2012. |