-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KubwgSnDfsrZQvZf0MMJjAAKDQysCRVS2d8T1HrTdk4RMtehbOMx320TvPpNiLcW YqpIyKq0xodxnJdK5/RLtw== 0001144204-10-059351.txt : 20101112 0001144204-10-059351.hdr.sgml : 20101111 20101112080758 ACCESSION NUMBER: 0001144204-10-059351 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20100930 FILED AS OF DATE: 20101112 DATE AS OF CHANGE: 20101112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Asia Document Transition, Inc. CENTRAL INDEX KEY: 0001384451 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 204689194 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-139946 FILM NUMBER: 101182790 BUSINESS ADDRESS: STREET 1: 10TH FLOOR, NEW YORK HOUSE STREET 2: 60 CONNAUGHT ROAD CITY: CENTRAL STATE: K3 ZIP: 00000 BUSINESS PHONE: 852-25459133 MAIL ADDRESS: STREET 1: 10TH FLOOR, NEW YORK HOUSE STREET 2: 60 CONNAUGHT ROAD CITY: CENTRAL STATE: K3 ZIP: 00000 10-Q 1 v202068_10q.htm 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Quarter ended September 30, 2010

Commission File Number: 333-153888

ASIA DOCUMENT TRANSITION, INC.

(Exact name of registrant as specified in its charter)
 
Nevada
 
20-4889194
(State of organization)
 
(I.R.S. Employer Identification No.)

15D, Eton Building
288 Des Voeux Road
Central, Hong Kong

(Address of principal executive offices)

011/852-2545-9133 

Registrant’s telephone number, including area code
 
 

Former address if changed since last report

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files); Yes ¨ 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
¨ (Do not check if a
smaller reporting
company) 
Smaller Reporting Company
þ

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

Securities registered under Section 12(g) of the Exchange Act:

Common Stock $.001 par value

There were 25,000,000 shares of common stock outstanding as of October 30, 2010.

 

 

TABLE OF CONTENTS
 


PART I - FINANCIAL INFORMATION
     
ITEM 1.
INTERIM FINANCIAL STATEMENTS
ITEM 2.
MANAGEMENT'S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION
13 
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
16 
ITEM 4A(T).   
CONTROLS AND PROCEDURES
16 
     
PART II - OTHER INFORMATION
     
ITEM 1.
LEGAL PROCEEDINGS
18 
ITEM 1A
RISK FACTORS
18 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES
18 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
18 
ITEM 4.
(REMOVED AND RESERVED)
18 
ITEM 5.
OTHER INFORMATION
18 
ITEM 6.
EXHIBITS
18 
     
SIGNATURES
 
19 
 
 
2

 

PART I         FINANCIAL INFORMATION

Item 1—Financial Statements

ASIA DOCUMENT TRANSITION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(A Development Stage Company)

   
As of
September 30,
2009
   
As of
June 30, 2010
 
   
(Unaudited)
   
(audited)
 
             
ASSETS
           
CURRENT ASSETS
           
Cash and cash equivalents
  $ 1,781     $ 4,036  
Prepaid expenses
    -       -  
                 
Total Current Assets
    1,781       4,036  
                 
PROPERTY AND EQUIPMENT, net
    2,292       2,624  
                 
OTHER ASSETS
               
Deposits
    6,396       6,396  
                 
TOTAL ASSETS
    10,469       13,056  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
               
                 
CURRENT LIABILITIES
               
Accounts payable and accrued expenses
  $ -     $ -  
Other payable
    -       256  
Related party notes payables
    153,337       146,756  
                 
Total Current Liabilities
    153,337       147,012  
                 
NON-CURRENT LIABILITIES
    -       -  
                 
TOTAL LIABILITIES
    153,337       147,012  
                 
STOCKHOLDERS' DEFIENCY
               
Common stock, $0.001 par value, 100,000,000 shares authorized, 25,000,000 shares issued and outstanding
    25,000       25,000  
Deficit accumulated during the development stage
    (167,868 )     (158,957 )
                 
Total Stockholders' Deficiency
    (142,868 )     (133,957 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  $ 10,469     $ 13,056  

The accompanying notes are an integral part of the financial statements.

 
3

 

ASIA DOCUMENT TRANSITION, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(A Development Stage Company)

   
For the 3-
month
period
ended
September
30,2010
   
For the 3-month
   period ended   
September
30,2009
   
From
Inception April
13, 2006 to
September 30,
2010
(Cumulative)
 
                   
SALES
  $ 2.372     $ 2,372     $ 61,709  
                         
COST OF SALES
    -       -       500  
Gross Profit:
  $ 2,372     $ 2,372     $ 61,209  
                         
EXPENSES
                       
Depreciation expenses
  $ 332     $ 332     $ 11,327  
Selling, general and administrative expenses
    10,951       7,488       185,110  
Total Expenses
    11,284       7,820       196,438  
                         
LOSS FROM OPERATIONS
    (8,912 )     (5,449 )     (135,229 )
                         
OTHER INCOME (EXPENSES)
                       
Interest expense
    -       -       1  
Loss on disposal of property and equipment
    -       -       (7,640 )
Write-off of goodwill
    -       -       (25,000 )
Provision for income taxes
    -       -       -  
                         
Net Loss
    (8,912 )     (5,449 )     (167,868 )
                         
PER SHARE DATA:
                       
                         
Basic loss per common share
  $ (0.00 )   $ (0.00 )        
                         
Weighted Average Common Shares Outstanding
    25,000,000       25,000,000          

The accompanying notes are an integral part of the financial statements.

 
4

 
 
ASIA DOCUMENT TRANSITION, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS
(A Development Stage Company)

   
For the 3-
month period
ended
September
30,2010
   
For the 3-
month period
ended
September
30,2009
   
April 13, 2006
(inception) to
September 30,
2010
 
                   
CASH FLOW FROM OPERATING ACTIVITIES
                 
Net Loss
  $ (8,912 )   $ (5,449 )   $ (167,869 )
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
                       
Decrease (increase) in accounts receivable
          -       -  
Loss on disposal of property and equipment
                    7,460  
Depreciation Expense
    333       333       11,329  
Write-off of goodwill
    -       -       25,000  
Increase in Pre-payment and deposit
    -       -       (12,845 )
Increase in other payables
    (256 )     -       -  
Net Cash provided by (used in) Operating Activities
  $ (8,836 )   $ (5,116 )   $ (136,745 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
                         
Purchase of property and equipment
    -       -       (48,144 )
Disposal of property and equipment
    -       -       33,333  
                         
Net Cash provided by (used in) Investing activities
  $ -     $ -     $ (14,811 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Loans from (repayment to) related parties
    6,581     $ 5,353       153,337  
Net Cash provided by (used in) Financing Activities
  $ 6,581     $ 5,353     $ 153,337  
                         
NET INCREASE (DECREASE) IN CASH
    (2,255 )     237       1,781  
                         
Cash beginning of period
    4,036       1,673       -  
                         
Cash end of period
  $ 1,781     $ 1,910     $ 1,781  

The accompanying notes are an integral part of the financial statements.
 
5

 
ASIA DOCUMENT TRANSITION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
 
Asia Document Transition, Inc. (the “Company”) was incorporated in the State of Nevada on April 13, 2006. The Company is in the business of (a) providing services consisting of converting documents from word processing format to HTML in order that they may be filed with the U.S. Securities and Exchange Commission ("SEC") electronically through EDGAR, the SEC's Electronic Data Gathering, Analysis, and Retrieval system and (b) providing of mailing address, phone and fax service, internet access temporary meeting space (“Virtual Office Services”) to small and single operator businesses within Hong Kong . The Company has been in the development stage since formation on April 13, 2006 and has only generated minimal revenue to date.
 
On April 26, 2006, the Company acquired all of the issued and outstanding shares of Vast Opportunity Limited, (VOL) a Hong Kong incorporated limited company, through the issuance of 24,500,000 common shares to the shareholders of VOL. VOL has been since its inception, a corporation with minimal operations. As of the date of the acquisition, V OL had assets of $374 and total liabilities of $1,302. The acquisition resulted in the shareholders of VOL becoming the controlling shareholders of the Company, accordingly the transaction was recorded as a recapitalization of VOL.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Accounting

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a June 30 fiscal year-end. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary VOL. All material intercompany balances have been eliminated.
 
B. Revenue Recognition
 
Revenues from document formatting and virtual office services are recognized at the time the services have been provided to the customer.
 
C. Basic Earnings (Loss) Per Share

Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

 
6

 

ASIA DOCUMENT TRANSITION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

D. Cash and Cash Equivalents

For purpose of reporting the statement of flows, cash and cash equivalents include highly liquid investments with investments with maturities of three months or less at the time of purchase.

E. Property and Equipment

The value of fixed assets is at historical cost as required by generally accepted accounting principles. Depreciation is calculated on a straight-line over the 5 year expected useful life of the asset as follows:
Fixed assets at September 30, 2010 are comprised as follows:

Office and computer equipment
  $ 44,140  
Furniture and Fixtures
    1,397  
Leasehold improvement
    2,716  
Accumulated Depreciation
    (45,961 )
Net Property and Equipment
  $ 2,292  

Depreciation of $332 had been accounted for during the quarter ended September 30, 2010.

F. Foreign currency translation
 
Assets and liabilities of the Company whose functional currency is the Hong Kong dollar are translated into U.S. dollars at exchange rates prevailing at the balance sheet date. Revenues and expenses are translated at average exchange rates for the year. The net exchange differences resulting from these translations will be reported in other income. Gains and losses resulting from foreign currency transactions will be included the consolidated statements of operations. There are no exchange differences or gains and losses resulting from foreign currency translations to report for the period commencing with inception and ending September 30, 2010.

G. Related Party Notes Payable

Notes Payable consists of $153,337 in loans made by an officer and shareholder of the Company to the Company and its wholly owned subsidiary, VOL. These loans bear no interest, are unsecured and due and payable upon demand.

 
7

 

ASIA DOCUMENT TRANSITION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

H. Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

I. Development Stage

The Company continues to devote substantially all of its efforts in the development of its plan to(a) provide services consisting of converting documents from word processing format to HTML in order that they may be filed with the SEC electronically through EDGAR, the SEC's Electronic Data Gathering, Analysis, and Retrieval system and (b) providing of mailing address, phone and fax service, internet access temporary meeting space (“Virtual Office Services”) to small and single operator businesses within Hong Kong .

J. Income Taxes

The Company accounts for income taxes in accordance with authoritative guidance on deferred income taxes which requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate to net loss before provision for income taxes for the following reasons:
 
   
September 30,
 
   
2010
 
Income tax expense at statutory rate
  $ (10,700 )
Valuation allowance
    (10,700 )
         
Income tax expense per books
  $ -0 -

 
8

 

ASIA DOCUMENT TRANSITION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

J. Income Taxes (Continued)

Net deferred tax assets consist of the following components as of:

   
September 30,
 
   
2010
 
NOL Carryover
  $ 53,000  
Valuation allowance
    (53,000 )
         
Net deferred tax asset
  $ -0 -

The Company has a net operating loss carryover of $135,229 as of September 30, 2010 which expires in 2028. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

K. Equity-based compensation.

The Company adopted SFAS No. 123-R effective January 1, 2006 using the modified prospective method. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1,2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123-R.

L. Restatement of Financial Statements (in Part)

The Company discovered an erroneous entry being made in year 2006, which required a reclassification of this entry. The effects of the restatement on the Company’s consolidated balance sheet as of June 30, 2007 and 2008, as well as the effects of these changes on the Company’s consolidated statements of income and consolidated statements of cash flows for fiscal years 2008 and 2007. The cumulative effect of the restatement relating to fiscal years 2008 and 2007 is the increase of additional paid-in capital from negative $21,000 to zero; write-off of goodwill in the amount of $25,000; and a decrease in selling, general and administrative expenses of $3,125. As a result, deficit accumulated fiscal years ended June 30, 2007 and 2008 increased by $21,875.

NOTE 3. COMMON STOCK TRANSACTIONS
 
The Company did not issue any shares of common stock during the reporting quarter ended September 30, 2010.

NOTE 4. WARRANTS AND OPTIONS
 
There are no warrants or options outstanding to acquire any additional shares of common stock.

 
9

 

ASIA DOCUMENT TRANSITION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
 
NOTE 5. TRANSACTIONS WITH RELATED PARTY
 
On April 26, 2006, Bernard Chan, the Company’s sole Officer and Director, received 18,850,000 common shares of the Company in connection with the Company’s acquisition of Vast Opportunity, Ltd.

As of September 30, 2010, the Company is indebted to Bernard Chan in the amount of $153,337 for loans made by Bernard Chan to the Company and the Company’s wholly owned subsidiary, VOL. These loans are unsecured and bear no interest and are due and payable by the Company upon demand.

NOTE 6. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued guidance now codified in FASB Accounting Standards Codification ("ASC") Topic 105, Generally Accepted Accounting Principles, as the single source of authoritative nongovernmental GAAP. FASB ASC Topic 105 does not change current GAAP, but is intended to simplify user access to all authoritative GAAP by providing all authoritative literature related to a particular topic in one place. All existing accounting standard documents have been superseded and all other accounting literature not included in the FASB Codification is now considered non-authoritative. These provisions of FASB ASC Topic 105 are effective for interim and annual periods ending after September 15, 2009 and, accordingly, are effective for the Company for the current fiscal reporting period. The adoption of this guidance did not have an impact on the Company’s financial condition or results of operations, but impacted its financial reporting process by eliminating all references to pre-codification standards. On the effective date of this guidance, the Codification superseded all then-existing non-SEC accounting and reporting standards, and all other non-grandfathered, non-SEC accounting literature not included in the Codification became non-authoritative.

In August 2009, the FASB issued an updated Accounting Standards Update ("ASU") regarding fair value measurements and disclosures. The guidance provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, an entity is required to measure fair value using certain prescribed valuation techniques. The amendments in the pronouncements were effective for the Company’s first quarter of fiscal 2010. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.

In January 2010, the FASB authoritative guidance regarding “Improving Disclosures about Fair Value Measurements”. The guidance provides amendments to literature on fair value measurements and disclosures currently within the ASC by clarifying certain existing disclosures and requiring new disclosures for the various classes of fair value measurements. It is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

 
10

 

ASIA DOCUMENT TRANSITION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE 6. RECENT ACCOUNTING PRONOUNCEMENTS (CON’T)

In February 2010, the FASB amended certain authoritative guidance on Amendments to Certain Recognition and Disclosure Requirements for Subsequent Events. The guidance addresses both the interaction of the requirements of Subsequent Events, with the SEC’s reporting requirements and the intended breadth of the reissuance disclosures provision related to subsequent events, potentially changing reporting by both private and public entities depending on the facts and circumstances surrounding the nature of the change. All of the amendments are effective upon issuance of the final update, except for the use of the issued date for conduit debt obligors which is effective for interim and annual periods ending after June 15, 2010. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.

In April 2010, the FASB issued authoritative guidance on Stock Compensation and its Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. The guidance provides amendments to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as the adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

NOTE 7. GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, The Company has a negative net working capital of US$151,556 as of September 30, 2010 and a net loss of $8,912 and $5,449 for the quarters ended September 30, 2010 and 2009 respectively. The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

 
11

 

ASIA DOCUMENT TRANSITION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE 8. COMMITMENTS

The Company leases its facilities under an operating lease commencing April 16, 2010 and expiring April 15, 2012.

Pursuant to the lease, the Company is obligated to pay monthly rent of approximately $1,823 as well as a management fee of $253.

The following is a summary of future minimum lease payments under operating leases as of September 30, 2010. Rental expense was $23,850 for the period ended September 30, 2010.

Twelve months ending June 30,

2011
  $ 24,912  
         
      24,912  
 
 
12

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This discussion contains forward-looking statements. The reader should understand that several factors govern whether any forward-looking statement contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. These forward-looking statements include plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the company. Although the company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward-looking statements contained herein will be realized. Based on actual experience and business development, the company may alter its marketing, capital expenditure plans or other budgets, which may in turn affect the company's results of operations. In light of the significant uncertainties inherent in the forward-looking statements included therein, the inclusion of any such statement should not be regarded as a representation by the company or any other person that the objectives or plans of the company will be achieved.

RESULTS OF OPERATIONS

The following table shows the financial data of the consolidated statements of operations of the Company and its subsidiaries for the 3-month ended September 30, 2010 and September 30, 2009. The data should be read in conjunction with the audited consolidated financial statements of the Company and related notes thereto.

   
3-month Ended
   
3-month Ended
 
   
  September 30,  
   
  September 30,  
 
(In US$ thousands except per share data) 
 
2010
   
2009
 
             
Net Sales
  $ 2,372     $ 2,372  
                 
Operating expenses
               
Depreciation expenses
    (332 )     (332 )
Selling, general and administrative expenses
    (10,951 )     (7,488 )
Total Operating expenses
    (11,284 )     (5,449 )
                 
Loss from operations
    (8,912 )     (5,449 )
                 
Non-operating income (expense)
               
Interest income
           
Loss on disposal of property and equipment
           
                 
Profit/(loss) before income tax and minority interests
    (8,912 )     (5,449 )
Provision for income taxes
           
Minority interests
           
Net income/(loss)
    (8,912 )     (5,449 )
                 
Earnings (loss) per share
               
Basic
    (0.00 )     (0.00 )
 
 
13

 

3-MONTH ENDED SEPTEMBER 30, 2010 COMPARED TO 3-MONTH ENDED SEPTEMBER 30, 2009.

OPERATING REVENUE

Since commencing operations in April 2006, we have been engaged to providing Edgarizing and Virtual Office businesses. However, due mainly to the inefficient minimal scale of operating the Edgarizing business, we temporarily ceased its operation and continue only the operation of Virtual Office.

For the 3-month period ended September 30, 2010, Asia Document Transition, Inc. generated revenue in the amount of $2,372, which is the same for the corresponding period in year 2009. During the quarter ended September 30, 2010, we provided our virtual office services for an average of 3 clients.

DEPRECIATION EXPENSE

Depreciation expenses for the 3-month period ended September 30, 2010 amounted to $332, which is the same for the corresponding period in year 2009.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

For the 3-month period ended September 30, 2010, selling, general and administrative expenses were $10,951, as compared to $7,488 for the same corresponding period in year 2009, an increase of $3,463 or 46.2%. This increase was primarily the audit fee being paid in this reporting period for the preceding yearend audit work.

INTEREST INCOME

Interest income was none for the reporting 3-month period ended September 30, 2010, compared to none for the same corresponding period in year 2009.

NET LOSS

Net loss was approximately $8,912 for the reporting 3-month period ended September 30, 2010, as compared to $5,449 for the same corresponding period in year 2009, an increase of $3,463 or 63.6%. The increase was primary the result of a combination of the increase of selling, general and administration expenses.

 
14

 

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2010, cash and cash equivalents totaled $1,781. This cash position was the result of a result of net cash provided by financing activities in the amount of $6,581 and the cash balance from preceding period in the amount of $4,036, offsetting by net cash used in operating activities in the amount of $8,836. The cash increase in financing activities was the result of additional loans from a related party. The net cash used by operating activities was mainly the result of increase overheads expenses to maintain Company office and spaces to provide services for clients.

We believe that the level of financial resources is a significant factor for our future development, and accordingly we may choose at any time to raise capital through private debt or equity financing to strengthen its financial position, facilitate growth and provide us with additional flexibility to take advantage of business opportunities. However, we do not have immediate plans to have a public offering of our common stock.

CRITICAL ACCOUNTING POLICIES

In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material adverse impact to our consolidated results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where we pay a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.

Valuation of long-lived assets

We review our long-lived assets for impairment, including property, plant and equipment, and identifiable intangibles with definite lives, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of our long-lived assets, we evaluate the probability that future undiscounted net cash flows will be greater than the carrying amount of our assets. Impairment is measured based on the difference between the carrying amount of our assets and their estimated fair value.

 
15

 

Allowance for Doubtful Accounts

We perform ongoing credit evaluations of our customers and adjust credit limits based upon customer payment history and current creditworthiness. We continuously monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon our historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience credit loss rates similar to those we have experienced in the past. Measurement of such losses requires consideration of historical loss experience, including the need to adjust for current conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates and financial health of specific customers.

Goodwill on consolidation

Our long-lived assets include goodwill. SFAS No. 142 "Goodwill and Other Intangible Assets" requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests in certain circumstances. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit.

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. To date, the Company generated only nominal revenue, is considered a development stage company, has experienced recurring net operating losses, had a net loss of $(8,912) for the three months ended September 30, 2010, and a working capital deficiency of $151,556 at September 30, 2010. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. We will need to raise funds or implement our business plan to continue operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4. INTERNAL CONTROL OVER FINANCIAL REPORTING

Evaluation of Disclosure Controls and Procedures

 
16

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of September 30, 2010. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that our disclosure and controls 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 accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the first quarter of fiscal 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 
17

 


ITEM 1.                      LEGAL PROCEEDINGS

There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.

ITEM 1A.                   RISK FACTORS.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item

ITEM 2.                      UNREGISTERED SALES OF EQUITY SECURITIES

Except as may have previously been disclosed on a current report on Form 8-K or the Company’s Registration Statement on Form S-1, we have not sold any of our securities in a private placement transaction or otherwise during the past three years.

ITEM 3.                      DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.                      (REMOVED AND RESERVED)

None.

ITEM 5.                      OTHER INFORMATION

None

ITEM 6.                      EXHIBITS

Exhibit
No.
 
Description
     
31.1
 
Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
18

 

SIGNATURES

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 
ASIA DOCUMENT TRANSITION, INC.
     
Date: November 12, 2010
By:  
/s/ Bernard Chan
 
Bernard Chan
 
Director, CEO, President and Treasurer

EXHIBIT INDEX

Exhibit
No.
 
Description
     
31.1
 
Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
19

 
EX-31.1 2 v202068_ex31-1.htm EX-31.1
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
 
I, Bernard Chan, certify that:
 
 
1.
I have reviewed this Form 10-Q for the period ended September 30, 2010 of Asia Document Transition, 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 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
 
 

 
 
 
5.
I have disclosed, based on my 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 12, 2010

/s/ Bernard Chan
Bernard Chan
Principal Executive Officer
 
 

 
EX-31.2 3 v202068_ex31-2.htm EX-31.2
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
 
I, Bernard Chan, certify that:
 
 
1.
I have reviewed this Form 10-Q for the period ended September 30, 2010 of Asia Document Transition, 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 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
 
 

 
 
 
5.
I have disclosed, based on my 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 12, 2010

/s/ Bernard Chan
Bernard Chan
Principal Financial Officer

 

 
EX-32.1 4 v202068_ex32-1.htm EX-32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Bernard Chan, the Chief Executive Officer, Chairman of the Board of Directors and Treasurer of ASIA DOCUMENT TRANSITION, INC. (the “Company”), DOES HEREBY CERTIFY that:

1. The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, each of the undersigned has executed this statement this 12th day of November, 2010.

 
/s/ Bernard Chan
 
Bernard Chan
 
Chief Executive Officer and Principal Financial Officer

A signed original of this written statement required by Section 906 has been provided to ASIA DOCUMENT TRANSITION, INC. and will be retained by ASIA DOCUMENT TRANSITION, INC. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 
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