x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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NETWORK CN INC. |
(Exact name of registrant as specified in its charter)
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Delaware
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90-0370486
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification Number)
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Room 2120 and 2122, Leighton Centre, 77 Leighton Road, Causeway Bay, Hong Kong |
(Address of principal executive offices) |
+ (852) 2833-2186 |
(Registrant’s telephone number, including area code) |
Common Stock, $0.001 Par Value |
(Title of Each Class) |
Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company þ
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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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105,419,467
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Exhibit No.
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Description
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31.1
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Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted 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 pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted 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 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 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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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Labels Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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NETWORK CN INC
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By:
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/s/ Earnest Leung
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Earnest Leung
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Chief Executive Officer
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(Principal Executive Officer)
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Date: May 13, 2013
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By:
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/s/ Shirley Cheng
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Shirley Cheng
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Interim Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Date: May 13, 2013
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Name
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Title
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Date
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/s/ Earnest Leung
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Chief Executive Officer and Director
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May 13, 2013
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Earnest Leung
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(Principal Executive Officer)
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/s/ Shirley Cheng
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Interim Chief Financial Officer
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May 13, 2013
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Shirley Cheng
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(Principal Financial and Accounting Officer)
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/s/ Charles Liu
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Director
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May 13, 2013
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Charles Liu
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/s/ Gerald Godfrey
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Director
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May 13, 2013
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Gerald Godfrey
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1.
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I have reviewed this annual report on Form 10-K/A , Amendment No. 1 of Network CN 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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1.
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I have reviewed this annual report on Form 10-K/A , Amendment No. 1 of Network CN 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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/s/ Earnest Leung
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Earnest Leung
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Chief Executive Officer
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(Principal Executive Officer)
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/s/ Shirley Cheng
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Shirley Cheng
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Interim Chief Financial Officer
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(Principal Financial and Accounting Officer)
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BUSINESS SEGMENTS FROM CONTINUING OPERATIONS (Tables)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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BUSINESS SEGMENTS FROM CONTINUING OPERATIONS [Abstract] | |||||||||||||||||||||||||||||||||||||
Schedule of Advertising Sales to Major Customers | An analysis of percentage of advertising sales to major customers is as follows:
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CAPITAL LEASE OBLIGATION (Details) (USD $)
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Dec. 31, 2012
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Dec. 31, 2011
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Schedule by years of future minimum lease payment under capital leases: | ||
2013 | $ 13,846 | |
2014 | 13,846 | |
2015 | 13,846 | |
2016 | 13,846 | |
2017 | 4,616 | |
Total minimum lease payments | 60,000 | |
Less: Amount representing interest | (8,689) | |
Present value of net minimum lease payment | 51,311 | |
Less: Current portion | (10,328) | |
Non-current portion | 40,983 | |
Motor Vehicles [Member]
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Equipment | ||
Gross amount of asset | $ 57,692 |
DEFERRED CHARGES, NET (Details) (USD $)
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12 Months Ended | ||
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Dec. 31, 2012
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Dec. 31, 2011
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Dec. 31, 2010
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DEFERRED CHARGES, NET [Abstract] | |||
Deferred charges | $ 250,000 | $ 250,000 | |
Less: accumulated amortization | (250,000) | (218,308) | |
Total | 31,692 | ||
Current portion | 31,692 | ||
Non-current portion | |||
Amortization of deferred charges | $ 31,692 | $ 81,214 | $ 79,085 |
COMMITMENTS AND CONTINGENCIES (Details) (USD $)
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12 Months Ended | ||
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Dec. 31, 2012
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Dec. 31, 2011
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Dec. 31, 2010
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Rental Lease Commitment | |||
2013 | $ 146,833 | ||
2014 | 131,476 | ||
2015 | |||
Thereafter | |||
Total | 278,309 | ||
Rental expenses | 205,299 | 52,097 | 247,630 |
Provision of rental expenses in connection with Chengtian litigation | 137,307 | ||
Advertising Operating Rights [Member]
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Commitments | |||
2013 | 766,544 | ||
2014 | 523,678 | ||
2015 | |||
Thereafter | |||
Total | $ 1,290,222 |
PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET (Details) (USD $)
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12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
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Dec. 31, 2011
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Dec. 31, 2010
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PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET [Abstract] | |||
Payments from customers withheld by a third party | $ 1,524,481 | $ 1,525,966 | |
Prepaid expenses | 108,102 | 155,075 | |
Rental deposits | 55,049 | 40,168 | |
Other receivables | 333 | 274 | |
Sub-total | 1,687,965 | 1,721,483 | |
Less: allowance for doubtful debts | (1,526,574) | (1,528,059) | |
Total | 161,391 | 193,424 | |
Provision for doubtful debt for prepaid expenses and other current assets | 2,875 | ||
Write off of certain allowance for doubtful debts for prepaid expenses and other current assets | $ 9,690 |
ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES (Tables)
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12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER PAYABLES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accounts Payable, Accrued Expenses and Other Payables | Accounts payable, accrued expenses and other payables as of December 31, 2012 and 2011 consisted of the following:
1) As of December31, 2012, the Company recorded an aggregated amount of $741,757 short-term loans. Those loans were borrowed from certain unrelated individuals. Those loans are unsecured, bear a monthly interest of 1.5% and shall be repayable in one month. However, according to the agreement, the Company shall have the option to shorten or extend the life of those short-term loans if the need arises and the Company has agreed with the lender to extend the short-term loans on due date. Up to the date of this annual report, those loans have not yet been repaid. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
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12 Months Ended | ||||||||||
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Dec. 31, 2012
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||
Basis of Presentation and Preparation | (A) Basis of Presentation and Preparation These consolidated financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP"). These consolidated financial statements were prepared on a going concern basis. The Company has determined that the going concern basis of preparation is appropriate based on its estimates and judgments of future performance of the Company, future events and projected cash flows. At each balance sheet date, the Company evaluates its estimates and judgments as part of its going concern assessment. Based on its assessment, the Company believes there are sufficient financial and cash resources to finance the Company as a going concern in the next twelve months. Accordingly, management has prepared the financial statements on a going concern basis. |
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Principles of Consolidation | (B) Principles of Consolidation The consolidated financial statements include the financial statements of Network CN Inc., its subsidiaries and variable interest entities for which it is the primary beneficiary. These variable interest entities are those in which the Company, through contractual arrangements, bears the risks and enjoys the rewards normally associated with ownership of the entities. Upon making this determination, the Company is deemed to be the primary beneficiary of these entities, which are then required to be consolidated for financial reporting purpose. All significant intercompany transactions and balances have been eliminated upon consolidation. |
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Use of Estimates | (C) Use of Estimates In preparing consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Differences from those estimates are reported in the period they become known and are disclosed to the extent they are material to the consolidated financial statements taken as a whole. |
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Cash and Cash Equivalents | (D) Cash and Cash Equivalents Cash includes cash on hand, cash accounts, and interest bearing savings accounts placed with banks and financial institutions. For the purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of December 31, 2012 and 2011, the Company had no cash equivalents. |
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Allowance for Doubtful Debts | (E) Allowance for Doubtful Debts Allowance for doubtful debts is made against receivables to the extent they are considered to be doubtful. Receivables in the consolidated balance sheet are stated net of such allowance. The Company records its allowance for doubtful debts based upon its assessment of various factors. The Company considers historical experience, the age of the receivable balances, the credit quality of its customers, current economic conditions, and other factors that may affect customers' ability to pay to determine the level of allowance required. |
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Prepayments for Advertising Operating Rights, Net | (F) Prepayments for Advertising Operating Rights, Net Prepayments for advertising operating rights are measured at cost less accumulated amortization and impairment losses, if any. Cost includes prepaid expenses directly attributable to the acquisition of advertising operating rights. Such prepaid expenses are in general charged to the consolidated statements of operations on a straight-line basis over the operating period. All the costs expected to be amortized after twelve months of the balance sheet date are classified as non-current assets. An impairment loss is recognized when the carrying amount of the prepayments for advertising operating rights exceeds the sum of the undiscounted cash flows expected to be generated from the advertising operating right's use and eventual disposition. An impairment loss is measured as the amount by which the carrying amount exceeds the fair value of the asset calculated using a discounted cash flow analysis. |
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Investments in available-for-sale securities | (G) Investments in available-for-sale securities The Company's marketable equity securities are classified as available-for-sale investments and are reported at fair value, with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income. Realized gains or losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are reported in other (expense) income, net. The Company evaluates the investments periodically for possible other-than-temporary impairment. When assessing other-than-temporary impairment of equity securities, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer, the Company's intent to hold the investment for a period of time which may be sufficient for an anticipated recovery in market value, and whether its cash flow needs may require the Company to sell the investment. If appropriate, the Company records impairment charges equal to the amount that the carrying value of an equity security exceeds the estimated fair value of such security as of the evaluation date. In computing realized gains and losses on available-for-sale securities, the Company determines cost based on amounts paid, including direct costs such as commissions to acquire the security, using the specific identification method. The determination of current or noncurrent status for individual available-for-sale securities is made on the basis of whether or not the securities are considered working capital available for current operations under Accounting Standards Codification, or ASC, Topic 210-10-45. We determined that investments in available-for-sale securities have not been made for the purposes of control, affiliation, or other continuing business advantage. As of December 31, 2012 and 2011, the Company had no investment in available-for-sale securities. |
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Equipment, Net | (H) Equipment, Net Equipment is stated at cost less accumulated depreciation and impairment losses, if any. Depreciation is provided on a straight-line basis, less estimated residual values over the assets' estimated useful lives. The estimated useful lives are as follows:
Construction in progress is carried at cost less impairment losses, if any. It relates to construction of media display equipment. No provision for depreciation is made on construction in progress until the relevant assets are completed and put into use. When equipment is retired or otherwise disposed of, the related cost, accumulated depreciation and provision for impairment loss, if any are removed from the respective accounts, and any gain or loss is reflected in the consolidated statements of operations. Repairs and maintenance costs on equipment are expensed as incurred. |
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Impairment of Long-Lived Assets | (I) Impairment of Long-Lived Assets Long-lived assets, such as equipment, are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the carrying amount of a long-lived asset exceeds the sum of the undiscounted cash flows expected to be generated from the asset's use and eventual disposition. An impairment loss is measured as the amount by which the carrying amount exceeds the fair value of the asset calculated using a discounted cash flow analysis. |
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Deferred Charges, Net | (J) Deferred Charges, Net Deferred charges are fees and expenses directly related to the issuance of convertible promissory notes, including placement agents' fees. Deferred charges are capitalized and amortized over the life of the convertible promissory notes using the effective interest method. Amortization of deferred charges is included in amortization of deferred charges and debt discount on the consolidated statements of operations while the unamortized balance is included in deferred charges on the consolidated balance sheets. All the costs expected to be amortized after twelve months of the consolidated balance sheet date are classified as non-current assets. |
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Convertible Promissory Notes and Warrants | (K) Convertible Promissory Notes and Warrants 1) Debt Restructuring and Issuance of 1% Convertible Promissory Note On April 2, 2009, the Company issued 1% unsecured senior convertible promissory notes to the previous 3% convertible promissory note holders who agreed to cancel these 3% convertible promissory notes in the principal amount of $5,000,000 (including all accrued and unpaid interest thereon), and all of the warrants, in exchange for the 1% unsecured senior convertible promissory notes in the principal amount of $5,000,000. The 1% convertible promissory notes bear interest at 1% per annum, payable semi-annually in arrears, mature on April 1, 2012, and are convertible at any time into shares of the Company's common stock at a fixed conversion price of $0.1163 per share, subject to customary anti-dilution adjustments. Pursuant to ASC Topic 470-50 and ASC Topic 470-50-40, the Company determined that the original convertible notes and the 1% convertible notes were with substantially different terms and hence the exchange was recorded as an extinguishment of original notes and issuance of new notes. The Company determined the 1% convertible promissory notes to be conventional convertible instruments under ASC Topic 815-40-25. Its embedded conversion option was qualified for equity classification pursuant to ASC Topic 815-40, and ASC Topic 815-10-15-74. The embedded beneficial conversion feature was recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The debt discount resulting from the allocation of proceeds to the beneficial conversion feature is amortized over the term of the 1% convertible promissory notes from the respective dates of issuance using the effective interest method. 2) Extension of 1% Convertible Promissory Note The 1% convertible promissory notes matured on April 1, 2012 and on the same date, the Company and the note holders agreed to the following: 1) extension of the maturity date of the 1% convertible promissory notes for a period of two years and 2) modification of the 1% convertible promissory notes to be convertible at any time into shares of the Company's common stock at a conversion price of $0.09304 per share, subject to customary anti-dilution adjustments. In all other respects not specifically mentioned, the terms of the 1% convertible promissory notes remain the same and are fully enforceable in accordance with their terms. Subsequently, the Company issued new 1% convertible promissory notes maturing on April 1, 2014 to the note holders. Pursuant to ASC Topic 470-50-40-10, the Company determined that the modification is substantially different and hence the modification was recorded as an extinguishment of notes and issuance of new notes. Pursuant to ASC Topic 470-20-40-3, the Company allocated the amount of the reacquisition price to the repurchased beneficial conversion feature using the intrinsic value of that conversion feature at the extinguishment date and the residual amount would be allocated to the convertible security. Thus, the Company recorded a gain on extinguishment of debt. The Company determined the modified new 1% convertible promissory notes to be conventional convertible instruments under ASC Topic 815-40-25. Its embedded conversion option was qualified for equity classification pursuant to ASC Topic 815-40, and ASC Topic 815-10-15-74. The embedded beneficial conversion feature was recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The debt discount resulting from the allocation of proceeds to the beneficial conversion feature is amortized over the term of the new 1% convertible promissory notes from the respective dates of issuance using the effective interest method. |
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Revenue Recognition | (L) Revenue Recognition The Company recognizes revenue in the period when advertisements are either aired or published. |
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Stock-based Compensation | (M) Stock-based Compensation The Company adopted ASC Topic 718, using a modified prospective application transition method, which establishes accounting for stock-based awards in exchange for employee services. Under this application, the Company is required to record stock-based compensation expense for all awards granted after the date of adoption and unvested awards that were outstanding as of the date of adoption. ASC Topic 718 requires that stock-based compensation cost is measured at grant date, based on the fair value of the award, and recognized as expense over the requisite services period. Common stock, stock options and warrants issued to other than employees or directors in exchange for services are recorded on the basis of their fair value, as required by ASC Topic 718. In accordance with ASC Topic 505-50, the non-employee stock options or warrants are measured at their fair value by using the Black-Scholes option pricing model as of the earlier of the date at which a commitment for performance to earn the equity instruments is reached ("performance commitment date") or the date at which performance is complete ("performance completion date"). The stock-based compensation expenses are recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Accounting for non-employee stock options or warrants which involve only performance conditions when no performance commitment date or performance completion date has occurred as of reporting date requires measurement at the equity instruments then-current fair value. Any subsequent changes in the market value of the underlying common stock are reflected in the expense recorded in the subsequent period in which that change occurs. |
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Income Taxes | (N) Income Taxes The Company accounts for income taxes under ASC Topic 740. Under ASC Topic 740, deferred tax assets and liabilities are provided for the future tax effects attributable to temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, and for the expected future tax benefits from items including tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or reversed. Under ASC Topic 740, the expense or benefit related to adjusting deferred tax assets and liabilities as a result of a change in tax rates is recognized in income or loss in the period that includes the enactment date. |
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Comprehensive Income (Loss) | (O) Comprehensive Income (Loss) The Company follows ASC Topic 220 for the reporting and display of its comprehensive income (loss) and related components in the financial statements and thereby reports a measure of all changes in equity of an enterprise that results from transactions and economic events other than transactions with the shareholders. Items of comprehensive income (loss) are reported in both the consolidated statements of operations and comprehensive loss and the consolidated statement of stockholders' equity. |
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Earnings (Loss) Per Common Share | (P) Earnings (Loss) Per Common Share Basic earnings (loss) per common share are computed in accordance with ASC Topic 260 by dividing the net income (loss) attributable to holders of common stock by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares including the dilutive effect of common share equivalents then outstanding. The diluted net loss per common share is the same as the basic net loss per share for the years ended December 31, 2012, 2011 and 2010 as all potential ordinary shares including stock options and warrants are anti-dilutive and are therefore excluded from the computation of diluted net loss per share. |
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Operating Leases | (Q) Operating Leases Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease period. |
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Capital Leases | (R) Capital Leases Leases are classified as capital leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to lessee. Assets held under capital leases are initially recognized as assets at their fair value or, if lower, the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The interest elements of the finance cost is charged to the consolidated statements of operations over the lease period so as to produce a constant rate of interest on the remaining balance of the liability for each period. The equipment acquired under finance leases is depreciated over the shorter of the useful life of the asset and the lease term. |
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Foreign Currency Translation | (S) Foreign Currency Translation The assets and liabilities of the Company's subsidiaries and variable interest entities denominated in currencies other than U.S. dollars are translated into U.S. dollars using the applicable exchange rates at the balance sheet date. For consolidated statements of operations' items, amounts denominated in currencies other than U.S. dollars were translated into U.S. dollars using the average exchange rate during the year. Equity accounts were translated at their historical exchange rates. Net gains and losses resulting from translation of foreign currency financial statements are included in the statements of stockholders' equity as accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are reflected in the consolidated statements of operations. |
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Fair Value of Financial Instruments | (T) Fair Value of Financial Instruments ASC Topic 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC Topic 820 establishes three levels of inputs that may be used to measure fair value: Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying value of the Company's financial instruments, which consist of cash, accounts receivable, prepayments for advertising operating rights, prepaid expenses and other current assets, accounts payable, accrued expenses and other payables, approximates fair value due to the short-term maturities. The carrying value of the Company's financial instruments related to warrants associated with convertible promissory notes is stated at a value being equal to the allocated proceeds of convertible promissory notes based on the relative fair value of notes and warrants. In the measurement of the fair value of these instruments, the Black-Scholes option pricing model is utilized, which is consistent with the Company's historical valuation techniques. These derived fair value estimates are significantly affected by the assumptions used. As the allocated value of the financial instruments related to warrants associated with convertible promissory notes is recorded in additional paid-in capital, the financial instruments related to warrants were not required to mark to market as of each subsequent reporting period. |
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Concentration of Credit Risk | (U) Concentration of Credit Risk The Company places its cash with various financial institutions. The Company believes that no significant credit risk exists as these cash investments are made with high-credit-quality financial institutions. All the revenue of the Company and a significant portion of the Company's assets are generated and located in China. The Company's business activities and accounts receivable are mainly from advertising services. Deposits are usually collected from customers in advance and the Company performs ongoing credit evaluation of its customers. The Company believes that no significant credit risk exists as credit loss. The Company engaged in the provision of out-of-home advertising in China. As of December 31, 2012 and 2011, one customer accounted for approximately 86% and 35% of its accounts receivable balances. Due to the longstanding nature of its relationships with these customers and contractual obligations, the Company is confident that it will recover these amounts. The Company establishes an allowance for doubtful debts accounts upon its assessment of various factors. The Company considers historical experience, the age of the receivable balances, the credit quality of its customers, current economic conditions, and other factors that may affect customers' ability to pay to determine the level of allowance required. |
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Segmental Reporting | (V) Segmental Reporting ASC Topic 280 establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company's operating segments are organized internally primarily by the type of services rendered. Accordingly, it is management's view that the services rendered by the Company are of one operating segment: Media Network. |
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Recent Accounting Pronouncements | (W) Recent Accounting Pronouncements In December 2011, FASB issued ASU No. 2011-10, Property, Plant, and Equipment (Topic 360): Derecognition of in Substance Real Estate-a Scope Clarification (a consensus of the FASB Emerging Issues Task Force). The objective of this update is to resolve the diversity in practice about whether the guidance in Subtopic 360-20 applies to a parent that ceases to have a controlling financial interest (as described in Subtopic 810-10) in a subsidiary that is in substance real estate as a result of default on the subsidiary's nonrecourse debt. This update does not address whether the guidance in Subtopic 360-20 would apply to other circumstances when a parent ceases to have a controlling financial interest in a subsidiary that is in substance real estate. The amendments in this update should be applied on a prospective basis to deconsolidation events occurring after the effective date. Prior periods should not be adjusted even if the reporting entity has continuing involvement with previously derecognized in substance real estate entities. For public entities, the amendments in this update are effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2012. Early adoption is permitted. The adoption of ASU No. 2011-10 did not have a material impact on our financial statements. In December 2011, FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities The amendments in this update require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. Management is currently evaluating the potential impact of ASU No. 2011-11 on our financial statements. In July 2012, FASB issued ASU No. 2012-02, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment The objective of the amendments in this update is to reduce the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment and to improve consistency in impairment testing guidance among long-lived asset categories. For public entities, the amendments that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2012. For nonpublic entities, the amendments that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2013. Management is currently evaluating the potential impact of ASU No. 2012-02 on our financial statements. In October 2012, FASB issued ASU No. 2012-04, Technical Corrections and Improvements: The amendments in this Update cover a wide range of Topics in the Codification. These amendments are presented in two sections-Technical Corrections and Improvements (Section A) and Conforming Amendments Related to Fair Value Measurements (Section B). For public entities, the amendments that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2012. For nonpublic entities, the amendments that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2013. Management is currently evaluating the potential impact of ASU No. 2012-04 on our financial statements. |
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Reclassifications | (X) Reclassifications Certain amounts reported for prior years have been reclassified to conform to the current year's presentation. |
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Narrative) (Details) (USD $)
|
12 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Nov. 19, 2007
Warrants Issued with Convertible Notes [Member]
|
Nov. 19, 2007
$12.50 Warrants Issued with Convertible Notes [Member]
|
Nov. 19, 2007
$17.50 Warrants Issued with Convertible Notes [Member]
|
Jan. 31, 2008
3% Unsecured Senior Convertible Promissory Notes [Member]
|
Nov. 19, 2007
3% Unsecured Senior Convertible Promissory Notes [Member]
|
Nov. 28, 2007
3% Unsecured Senior Convertible Promissory Notes [Member]
|
Apr. 02, 2009
1% Unsecured Senior Convertible Promissory Notes [Member]
|
Dec. 31, 2012
1% Unsecured Senior Convertible Promissory Notes [Member]
|
Dec. 31, 2011
1% Unsecured Senior Convertible Promissory Notes [Member]
|
Dec. 31, 2012
New 1% Unsecured Senior Convertible Promissory Notes [Member]
|
Apr. 02, 2009
Note Exchange and Option Agreement [Member]
|
|
Debt Conversion [Line Items] | ||||||||||||||
Principal amount converted | $ 45,000,000 | |||||||||||||
Shares issued in debt conversion | 61,407,093 | |||||||||||||
Number of shares covered by option | 24,562,837 | |||||||||||||
Option outstanding | 2,000,000 | |||||||||||||
Date from which option is exercisable | Apr. 02, 2009 | |||||||||||||
Expiration of warrant | Jan. 01, 2014 | |||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | 50,000,000 | 50,000,000 | 15,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||
Debt interest rate | 3.00% | 1.00% | 1.00% | 1.00% | ||||||||||
Percent of equity interest securing notes | 66.00% | |||||||||||||
Debt maturity date | Jun. 30, 2011 | Apr. 01, 2012 | Apr. 01, 2012 | Apr. 01, 2014 | ||||||||||
Debt conversion price | $ 0.1163 | $ 0.1163 | $ 0.09304 | |||||||||||
Percent of principal notes are redeemable at | 110.00% | |||||||||||||
Value of the beneficial conversion feature | 3,598,452 | 3,598,452 | ||||||||||||
Maturity date extension term | 2 years | |||||||||||||
Gain on extinguishment of debt | $ 1,877,594 | $ 1,877,594 | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Number of shares covered by option | 6,857,143 | |||||||||||||
Exercise price of warrant | 12.5 | 17.5 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)
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12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
Accounts Receivable [Member]
Credit Concentration Risk [Member]
|
Dec. 31, 2011
Accounts Receivable [Member]
Credit Concentration Risk [Member]
|
Apr. 02, 2009
1% Unsecured Senior Convertible Promissory Notes [Member]
|
Dec. 31, 2011
1% Unsecured Senior Convertible Promissory Notes [Member]
|
Nov. 19, 2007
3% Unsecured Senior Convertible Promissory Notes [Member]
|
Jan. 31, 2008
3% Unsecured Senior Convertible Promissory Notes [Member]
|
Nov. 28, 2007
3% Unsecured Senior Convertible Promissory Notes [Member]
|
Dec. 31, 2012
New 1% Unsecured Senior Convertible Promissory Notes [Member]
|
Dec. 31, 2012
Media Display Equipment [Member]
Minimum [Member]
|
Dec. 31, 2012
Media Display Equipment [Member]
Maximum [Member]
|
Dec. 31, 2012
Office Equipment [Member]
Minimum [Member]
|
Dec. 31, 2012
Office Equipment [Member]
Maximum [Member]
|
Dec. 31, 2012
Furniture and Fixtures [Member]
Minimum [Member]
|
Dec. 31, 2012
Furniture and Fixtures [Member]
Maximum [Member]
|
Dec. 31, 2012
Motor Vehicles [Member]
|
|
Property, Plant and Equipment [Line Items] | |||||||||||||||
Estimated useful life | 5 years | 7 years | 3 years | 5 years | 3 years | 5 years | 5 years | ||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount | $ 5,000,000 | $ 5,000,000 | $ 50,000,000 | $ 50,000,000 | $ 15,000,000 | $ 5,000,000 | |||||||||
Debt interest rate | 1.00% | 1.00% | 3.00% | 1.00% | |||||||||||
Debt conversion price | $ 0.1163 | $ 0.1163 | $ 0.09304 | ||||||||||||
Debt maturity date | Apr. 01, 2012 | Apr. 01, 2012 | Jun. 30, 2011 | Apr. 01, 2014 | |||||||||||
Maturity date extension term | 2 years | ||||||||||||||
Concentration Risk [Line Items] | |||||||||||||||
Percentage of accounts receivable | 86.00% | 35.00% |
STOCKHOLDERS' DEFICIT (Tables)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
|
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STOCKHOLDERS' DEFICIT [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Changes in Deficit | The following table summarizes the changes in deficit for the year ended December 31, 2012:
The following table summarizes the changes in deficit for the year ended December 31, 2011:
The following table summarizes the changes in deficit for the year ended December 31, 2010:
|
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Schedule of Amortization of Deferred Charges and Debt Discount) (Details) (USD $)
|
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Debt Instrument [Line Items] | |||
Warrants | |||
Conversion Features | 988,169 | 507,769 | 449,377 |
Deferred Charges | 31,692 | 81,214 | 79,085 |
Total | 1,019,861 | 588,983 | 528,462 |
New 1% Unsecured Senior Convertible Promissory Notes [Member]
|
|||
Debt Instrument [Line Items] | |||
Warrants | |||
Conversion Features | 800,249 | ||
Deferred Charges | |||
Total | 800,249 | ||
1% Unsecured Senior Convertible Promissory Notes [Member]
|
|||
Debt Instrument [Line Items] | |||
Warrants | |||
Conversion Features | 187,920 | 507,769 | 449,377 |
Deferred Charges | 31,692 | 81,214 | 79,085 |
Total | $ 219,612 | $ 588,983 | $ 528,462 |
EQUIPMENT, NET (Details) (USD $)
|
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Equipment | |||
Equipment, gross | $ 1,224,219 | $ 4,376,403 | |
Less: accumulated depreciation | (968,098) | (1,307,568) | |
Less: provision for impairment | (2,705,239) | ||
Total | 256,121 | 363,596 | |
Depreciation expense | 259,479 | 239,223 | 257,899 |
Write-off of provision for impairment losses | 2,705,239 | 459,830 | |
Media Display Equipment [Member]
|
|||
Equipment | |||
Equipment, gross | 957,071 | 4,156,851 | |
Office Equipment [Member]
|
|||
Equipment | |||
Equipment, gross | 81,091 | 159,545 | |
Furniture and Fixtures [Member]
|
|||
Equipment | |||
Equipment, gross | 1,262 | 10,907 | |
Motor Vehicles [Member]
|
|||
Equipment | |||
Equipment, gross | 97,249 | 39,564 | |
Leasehold Improvements [Member]
|
|||
Equipment | |||
Equipment, gross | 87,618 | ||
Construction in Progress [Member]
|
|||
Equipment | |||
Equipment, gross | $ 9,536 |
SUBSIDIARIES AND VARIABLE INTEREST ENTITY
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
|
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SUBSIDIARIES AND VARIABLE INTEREST ENTITY [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUBSIDIARIES AND VARIABLE INTEREST ENTITY | NOTE 3 SUBSIDIARIES AND VARIABLE INTEREST ENTITY Details of the Company's principal consolidated subsidiaries and variable interest entity as of December 31, 2012 were as follows:
Remarks: 1) Variable interest entity which the Company exerted 100% control through a set of commercial arrangements. |
SUBSEQUENT EVENTS (Details) (Subsequent Event [Member], Shanghai Chuangtian Advertising Company Limited Case [Member])
|
0 Months Ended | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 12, 2013
USD ($)
|
Apr. 12, 2013
CNY
|
Mar. 19, 2013
USD ($)
|
Mar. 19, 2013
CNY
|
Mar. 19, 2013
Right Fees [Member]
USD ($)
|
Mar. 19, 2013
Right Fees [Member]
CNY
|
Mar. 19, 2013
Late Payment Surcharges [Member]
USD ($)
|
Mar. 19, 2013
Late Payment Surcharges [Member]
CNY
|
Mar. 19, 2013
Electricity Charges [Member]
USD ($)
|
Mar. 19, 2013
Electricity Charges [Member]
CNY
|
Apr. 12, 2013
Unpaid Right Fees, Penalty, and Electricity Charges [Member]
USD ($)
|
Apr. 12, 2013
Unpaid Right Fees, Penalty, and Electricity Charges [Member]
CNY
|
Apr. 12, 2013
Refund of Advertising Fee [Member]
USD ($)
|
Apr. 12, 2013
Refund of Advertising Fee [Member]
CNY
|
|
Subsequent Event [Line Items] | ||||||||||||||
Amount of allegations | $ 32,300 | 202,500 | $ 184,400 | 1,157,000 | ||||||||||
Amount of payment demanded | $ 8,290 | 52,000 | $ 15,100 | 94,900 | $ 5,470 | 34,345 | $ 34,500 | 216,900 | $ 32,300 | 202,500 |