-----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, KB+cb65bLQwA5w+FVF8gs4+NKqVoZN5wE38abzJ/DkO4Y0dgzroDPvkw8Ndovhhy NNotymOC7T0F6bbKt3tU1w== 0001213900-09-003079.txt : 20091112 0001213900-09-003079.hdr.sgml : 20091111 20091112092516 ACCESSION NUMBER: 0001213900-09-003079 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090930 FILED AS OF DATE: 20091112 DATE AS OF CHANGE: 20091112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Jinmimi Network Inc CENTRAL INDEX KEY: 0001454311 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-156950 FILM NUMBER: 091174562 BUSINESS ADDRESS: STREET 1: 6G W BLDG CHANGXING PLAZA CHANGXING RD STREET 2: NABSHAN DISTRICT SHENZHEN CITY: GUANGDONG STATE: F4 ZIP: 518051 BUSINESS PHONE: 86 755 8340 6503 MAIL ADDRESS: STREET 1: 6G W BLDG CHANGXING PLAZA CHANGXING RD STREET 2: NABSHAN DISTRICT SHENZHEN CITY: GUANGDONG STATE: F4 ZIP: 518051 10-Q 1 f10q0909_jinmimi.htm FORM 10-Q f10q0909_jinmimi.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
 
FORM 10-Q
_______________
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2009
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______to______.
 
JINMIMI NETWORK INC.
 (Exact name of registrant as specified in Charter)
 
NEVADA
 
333-156950
 
              20-4281128
(State or other jurisdiction of
incorporation or organization)
 
(Commission File No.)
 
(IRS Employee Identification No.)

6G, West Building, Changxing Plaza
Changxing Rd, Nanshan District
Shenzhen, Guangdong, 518051 P.R. China
 (Address of Principal Executive Offices)
  
     + 86 (755) 8340-6503
 (Issuer Telephone number)
 
Indicate by check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes o        No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
 
Large Accelerated Filer o
Accelerated Filer o     
Non-Accelerated Filer o
Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o  No x
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of November 6, 2009: 24,000,000 shares of Common Stock.
 

 
JINMIMI NETWORK INC.

FORM 10-Q
 
September 30, 2009
 
INDEX
 
PART I-- FINANCIAL INFORMATION
 
Item 1.
Financial Statements
  1-19
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  20
Item 3
Quantitative and Qualitative Disclosures About Market Risk
  23
Item 4T.
Controls and Procedures
  23
 
PART II-- OTHER INFORMATION
 
Item 1
Legal Proceedings
  24
Item 1A
Risk Factors
  24
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
  24
Item 3.
Defaults Upon Senior Securities
  24
Item 4.
Submission of Matters to a Vote of Security Holders
  24
Item 5.
Other Information
  24
Item 6.
Exhibits
  24
 
SIGNATURE
 
 
 

 
ITEM 1. FINANCIAL INFORMATION
 
 
  
JINMIMI NETWORK INC.

CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Stated in US dollars)(Unaudited)




 
JINMIMI NETWORK INC.



 
CONTENTS  
 PAGES
   
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM
  1
   
CONSOLIDATED BALANCE SHEETS
2 – 3
   
CONSOLIDATED STATEMENT OF INCOME
4 – 5
   
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND ACCUMULATED OTHER COMPREHENSIVE LOSS
6
 
 
CONSOLIDATED STATEMENT OF CASH FLOWS
7 – 8
   
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9 – 19

 


ALBERT WONG & CO.
CERTIFIED PUBLIC ACCOUNTANTS
7th Floor, Nan Dao Commercial Building
359-361 Queen’s Road Central
Hong Kong
Tel : 2851 7954
Fax: 2545 4086
 
ALBERT WONG
B.Soc., Sc., ACA., LL.B., CPA(Practising)
 


The board of directors and shareholders of
Jinmimi Network Inc. (“the Company”)


Report of Independent Registered Public Accounting Firm
 
 
We have reviewed the accompanying interim consolidated balance sheet, related consolidated statements of income, stockholders’ equity and cash flows of the Company and consolidated subsidiaries as of September 30, 2009, and for the nine-month periods then ended. These interim financial information statements are the responsibility of the company's management.
 
We conducted our review in accordance with standards established by the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
 
Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

 

 
 Hong Kong, China                              Albert Wong & Co
 November 5, 2009       Certified Public Accountants
 
1

 
JINMIMI NETWORK INC.
 
CONSOLIDATED BALANCE SHEETS
AS AT SEPTEMBER 30, 2009 AND DECEMBER 31, 2008
(Stated in US Dollars) (Unaudited)
 
         
September 30, 2009
   
December 31, 2008
 
   
Note
   
(Unaudited)
   
(Unaudited)
 
ASSETS
                 
 Current assets
                 
Cash and cash equivalents
        $ 153,716     $ -  
Trade receivables
          2,926       -  
Subscription receivables
          2,000       2,000  
Amount due from a director
  5       2,479       -  
Other receivables
  6       147,032       -  
Prepaid expenses
          93,061       -  
                       
                       
Total current assets
        $ 401,214     $ 2,000  
Goodwill
          187,081       -  
Property, plant and equipment, net
  7       4,322       -  
                       
                       
TOTAL ASSETS
        $ 592,617     $ 2,000  
                       
LIABILITIES AND
                     
STOCKHOLDERS’ EQUITY
                     
Accruals
        $ 22     $ -  
Amount due to a shareholder
  8       293,259       -  
Other payables
  9       294,434       -  
                       
                       
TOTAL LIABILITIES
        $ 587,715     $ -  
                       
                       
Commitments and contingencies
  13     $ -     $ -  
 
See accompanying notes to consolidated financial statements
 
2

 
JINMIMI NETWORK INC.
 
CONSOLIDATED BALANCE SHEETS (Continued)
AS AT SEPTEMBER 30, 2009 AND DECEMBER 31, 2008
(Stated in US Dollars) (Unaudited)
 
   
September 30, 2009
 
December 31, 2008
 
   
(Unaudited)
 
(Unaudited)
 
STOCKHOLDERS’ EQUITY
         
Common stock at $0.0001 par value;
         
100,000,000 shares authorized;
         
24,000,000 and 20,000,000 shares
         
    24,000,000 and 20,000,000 shares issued and outstanding at
    September 30, 2009 and December 31, 2008 respectively
  $ 2,400   $ 2,000  
Additional paid-in capital
    100,878     -  
Accumulated loss
    (97,298 )   -  
Accumulated other comprehensive loss
    (1,078 )   -  
               
    $ 4,902   $ 2,000  
               
               
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 592,617   $ 2,000  
               
               
 
See accompanying notes to consolidated financial statements
 
3

 
JINMIMI NETWORK INC.
 
CONSOLIDATED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Stated in US Dollars)(Unaudited)
 
         
For the nine months ended
 
         
 September 30, 2009
 
   
Note
       
Net revenues
        $ 3,516  
Cost of net revenues
          (1,840 )
               
               
Gross profit
        $ 1,676  
               
Operating expenses:
             
General and administrative
          (99,510 )
               
               
Operating loss
        $ (97,834 )
Interest income
          536  
 
             
               
Loss before income taxes
        $ (97,298 )
               
Income taxes
    12       -  
                 
                 
Net loss
          $ (97,298 )
                 
                 
Net loss per share:
               
-Basic and diluted
          $ (0.004 )
                 
                 
Weighted average number of common stock
               
-Basic and diluted
    10       24,000,000  
                 
                 
 
See accompanying notes to consolidated financial statements
 
4

 
JINMIMI NETWORK INC.
 
CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009
(Stated in US Dollars)(Unaudited)
 
         
For the three months
 
         
ended September 30, 2009
 
   
Note
       
Net revenues
        $ 1,284  
Cost of net revenues
          (224 )
               
               
Gross profit
        $ 1,060  
               
Operating expenses:
             
General and administrative
          (21,260 )
               
               
Operating loss
        $ (20,200 )
Interest income
          53  
 
             
               
Loss before income taxes
        $ (20,147 )
               
Income taxes
    12       -  
                 
                 
Net loss
          $ (20,147 )
                 
                 
Net loss per share:
               
-Basic and diluted
          $ (0.001 )
                 
                 
Weighted average number of common stock
               
-Basic and diluted
    10       24,000,000  
                 
                 
 
See accompanying notes to consolidated financial statements
 
5

 
JINMIMI NETWORK INC.
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
AND ACCUMULATED OTHER COMPREHENSIVE LOSS
FOR THE YEAR ENDED DECEMBER 31, 2008 AND NINE MONTHS ENDED SEPTEMBER 30, 2009
(Stated in US Dollars)(Unaudited)
 
                     
Accumulated
       
         
Additional
         
other
       
   
Common
   
paid-in
   
Accumulated
   
comprehensive
       
   
stock
   
capital
   
loss
   
loss
   
Total
 
                               
Issuance of common stock
  $ 2,000     $ -     $ -     $ -     $ 2,000  
                                         
                                         
Balance, December 31, 2008
  $ 2,000     $ -     $ -     $ -     $ 2,000  
                                         
                                         
Balance, January 1, 2009
  $ 2,000     $ -     $ -     $ -     $ 2,000  
Issuance of common stock
    400       100,878       -       -       101,278  
Net loss
    -       -       (97,298 )     -       (97,298 )
Foreign currency translation adjustment
    -       -       -       (1,078 )     (1,078 )
                                         
                                         
Balance, September 30, 2009
  $ 2,400     $ 100,878     $ (97,298 )   $ (1,078 )   $ 4,902  
                                         
                                         
 
See accompanying notes to consolidated financial statements
 
6

 
JINMIMI NETWORK INC.
 
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Stated in US Dollars)(Unaudited)
 
   
For the nine
 
   
 months ended September 30, 2009
 
Cash flows from operating activities
     
   Net loss
  $ (97,298 )
      Depreciation
    639  
Adjustments to reconcile net income to net cash provided by operating activities:
       
Trade receivables
    (2,924 )
Amount due from a director
    17,233  
Other receivables
    (146,195 )
Prepaid expenses
    (93,056 )
Accruals
    (1,077 )
Other payables
    219,927  
         
         
Net cash used in operating activities
  $ (102,751 )
         
         
Cash flows from investing activities
       
     Acquisition of subsidiary
  $ (52,814 )
     Purchases of fixed assets
    (1,839 )
     Amount due to a director
    (7,996 )
         
         
Net cash used in investing activities
  $ (62,649 )
         
Cash flows from financing activities
       
Issue of capital
  $ 100,000  
Loan to a shareholder
    219,051  
         
         
 Net cash provided by financing activities
  $ 319,051  
         
 Net cash and cash equivalents sourced     153,651  
         
 Effect of foreign currency translation on cash and cash equivalents     65  
         
 Cash and cash equivalents–beginning of period     -  
         
 Cash and cash equivalents–end of period   $ 153,716  
         
 Supplementary cash flow information:        
      Interest received
  $ 536  
 
See accompanying notes to consolidated financial statements
 
7

 
JINMIMI NETWORK INC.
 
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2009
(Stated in US Dollars)(Unaudited)
 
On January 14, 2009, the Company acquired 100% interest of Active Choice Limited (“HKAC”) for $438,975 and HKAC became a 100% owned subsidiary of the Company. The following represents the assets purchased and liabilities assumed at the acquisition date:
 
       
Cash and cash equivalents
  $ 386,161  
Amount due from a director
    11,694  
Other receivables
    729  
Prepaid expenses
    6  
Office equipment
    3,113  
 
       
         
Total assets purchased
  $ 401,703  
         
         
Amount due to a shareholder
  $ (74,207 )
Other payables
    (74,505 )
Accrued liabilities
    (1,097 )
         
         
Total liabilities assumed
  $ (149,809 )
         
         
Total net assets
  $ 251,894  
         
Share percentage
    100 %
         
Consideration
  $ 438,975  
Less: Net asset acquired
    (251,894 )
         
         
Goodwill
  $ 187,081  
         
         
         
Consideration
  $ 438,975  
Cash acquired
    (386,161 )
         
         
Net cash consideration paid
  $ 52,814  
         
 
See accompanying notes to consolidated financial statements
 
8

 
JINMIMI NETWORK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Stated in US Dollars)(Unaudited)

1.    ORGANIZATION AND PRINCIPAL ACTIVITIES

Jinmimi Network Inc. (the “Company”) was incorporated under the laws of the State of Nevada on November 13, 2008. The Company was a shell company with no substantial operations or assets.

Active Choice Limited (“HKAC”) was incorporated under the laws of Hong Kong with limited liability on September 26, 2008. HKAC has only nominal operations.

Chuangding Investment Consultant (Shenzhen) Co., Ltd (“Chuangding”) was incorporated under the laws of the People’s Republic of China (the PRC) as a limited company on December 4, 2008. The Company currently operates through itself and one operating company located in Mainland China: Shenzhen Jinmimi Network Technology Limited Company (“Shenzhen Jinmimi”), which Chuangding controls, through contractual arrangements between Chuangding and Shenzhen Jinmimi, as if Shenzhen Jinmimi was a wholly-owned subsidiary of the Chuangding.

Shenzhen Jinmimi was established in the PRC as a limited company on August 4, 2008.

On January 6, 2009, HKAC acquired 100% of the shareholdings of Chuangding, for a consideration $147,500.

On January 14, 2009, the Company entered into a Purchase Agreement with HKAC and HKAC Shareholders, for a purchase price of $438,975 by delivery of promissory note. As a result, HKAC and its subsidiary, Chuangding, became the wholly-owned subsidiaries of the Company.

The Company and its subsidiaries (hereinafter, collectively referred to as “the Group”) are the online media company and value-added information service provider in the PRC.


2.    UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated significant revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations.

As of September 30, 2009, the Company has incurred an accumulated deficit since inception totaling $97,298. This raises substantial doubts regarding the Company's ability to continue as a going concern.
 
9

 
JINMIMI NETWORK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Stated in US Dollars)(Unaudited)

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)  
Method of accounting

The Company maintains its general ledger and journals with the accrual method accounting for financial reporting purposes.  The financial statements and notes are representations of management.  Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America (“US GAAP”) and have been consistently applied in the presentation of financial statements.

The interim results of operations are not necessarily indicative of the results to be expected for the fiscal period ending September 30, 2009. The Company’s consolidation balance sheet as of December 31, 2008 has been taken from the Company’s consolidation balance sheet as of the date. All other financial statements contained herein are unaudited and, in the opinion of management, contain all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of financial position, results of operations and cash flows for the period presented.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. This basis of accounting differs in certain material respects from that used for the preparation of the books of account of the Company’s principal subsidiaries, which are prepared in accordance with the accounting principles and the relevant financial regulations applicable to enterprises with limited liabilities established in the PRC and Hong Kong, the accounting standards used in the places of their domicile. The accompanying condensed interim consolidated financial statements reflect necessary adjustments not recorded in the books of account of the Company's subsidiaries to present them in conformity with US GAAP.
 
10

 
JINMIMI NETWORK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Stated in US Dollars)(Unaudited)

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(b)  
Principles of consolidation

The Company consolidates the subsidiaries and the entities it controls through a majority voting interest or otherwise, including entities that are variable interest entities (“VIE’s”) for which the Company is the primary beneficiary pursuant to ASC 810, "Consolidation".  The provisions of ASC 810 have been applied respectively to all periods presented in the consolidated financial statements.
 
Subsidiary

The Company consolidates its wholly owned subsidiaries, Active Choice Limited, Chuangding Investment Consultant (Shenzhen) Co., Ltd and Shenzhen Jinmimi, because it controls these entities through its 100% voting interest in them.  The following sets forth information about the wholly owned subsidiaries:

Name of Subsidiary
 
Place & date of Incorporation
 
Equity Interest Attributable to the Company (%)
 
Registered Capital ($)
 
Registered Capital (HKD)
 
Registered Capital (RMB)
Active Choice Limited (“HKAC”)
 
Hong Kong/
September 26,2008
 
100
 
$1,290
 
HKD10,000
 
-
                     
Chuangding Investment Consultant (Shenzhen) Co., Ltd (“Chuangding”)
 
PRC/
December 4, 2008
 
100
 
  $146,056
 
-
 
RMB1,000,000
                     
*Shenzhen Jinmimi Network Technology Limited Company (“Shenzhen Jinmimi”)
 
PRC/August 4, 2008
 
100
 
$291,864
 
-
 
RMB 2,000,000
                     
   
*Note : Deemed variable interest entity

(c)  
Use of estimates

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.
 
11

 
JINMIMI NETWORK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Stated in US Dollars)(Unaudited)

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(d)  
Economic and political risks

The Group’s operations are conducted in the PRC. Accordingly, the Group’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.
 
 
The Group’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Group’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

(e)  
Property, plant and equipment

Plant and equipment are carried at cost less accumulated depreciation.  Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows:

Office equipment
5 years
   

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income.

(f)  
Accounting for the impairment of long-lived assets

The Group periodically evaluates the carrying value of long-lived assets to be held and used, including intangible assets subject to amortization, when events and circumstances warrant such a review, pursuant to the guidelines established in ASC 360. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognised based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose.

During the reporting period, there was no impairment loss.
 
12

 
JINMIMI NETWORK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Stated in US Dollars)(Unaudited)

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(g)  
Foreign currency translation

The accompanying financial statements are presented in United States dollars. The functional currencies of the Group are Hong Kong dollars (HKD) and the Renminbi (RMB).  The financial statements are translated into United States dollars from HKD and RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

The exchange rates used to translate amounts in HKD and RMB into USD for the purposes of   preparing the consolidated financial statements were as follows:

   
September 30, 2009
 
December 31, 2008
Twelve months ended
 
-
 
6.8542
RMB : USD exchange rate
       
Nine  months ended
 
6.8376
 
-
RMB : USD exchange rate
       
Average nine months ended
 
6.8425
 
-
RMB : USD exchange rate
       
Average three months ended
 
6.8411
 
-
RMB : USD exchange rate
       

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.  No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation.  In addition, the current foreign exchange control policies applicable in PRC also restrict the transfer of assets or dividends outside the PRC.

(h)  
Cash and cash equivalents

The Group considers all highly liquid investments purchased with original maturities of nine months or less to be cash equivalents. The Group maintains bank accounts in Hong Kong and the PRC. The Group does not maintain any bank accounts in the United States of America.   The cash located outside the United States is not restricted as to usage.

(i)  
Leases

The Group did not have leases which met the criteria of a capital lease. Leases which do not qualify as capital leases are classified as operating leases. Operating lease rental payment included in the general and administrative expenses for the nine months ended September 30, 2009 was $6,270.

(j)  
Advertising

The Group expensed all advertising costs as incurred.  Advertising expenses included in the general and administrative expense for the nine months ended September 30, 2009 was $204.
 
13

 
JINMIMI NETWORK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Stated in US Dollars)(Unaudited)

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(k)  
Income taxes

The Group accounts for income taxes using an asset and liability approach and allows for recognition of deferred tax benefits in future years.  Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Group is able to realize their benefits, or that future realization is uncertain.

The Group is operating in the PRC, and in accordance with the relevant tax laws and regulations of PRC, the enterprise income tax rate for the nine months ended September 30, 2009 is 25%.

(l)  
Cash and concentration of risk

Cash includes cash on hand and demand deposits in accounts maintained within Hong Kong and the PRC.  Total cash in these banks at September 30, 2009 and December 31, 2008 amounted to $153,716 and nil respectively, of which no deposits are covered by Federal Depository Insured Commission.  The Group has not experienced any losses in such accounts and believes it is not exposed to any risk on its cash in bank accounts.

(m)  
Comprehensive income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners.  Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements.  The Group’s current component of other comprehensive income is the foreign currency translation adjustment.

(n)  
Recently implemented standards

ASC 105, Generally Accepted Accounting Principles (“ASC 105”) (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board (“FASB”) into a single source of authoritative generally accepted accounting principles (“GAAP”) to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification (“ASC”) carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed “non-authoritative”. ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company’s references to GAAP authoritative guidance but did not impact the Company’s financial position or results of operations.
 
14

 
JINMIMI NETWORK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Stated in US Dollars)(Unaudited)

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(n)   Recently implemented standards (continued)

ASC 855, Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company’s evaluation of its subsequent events. ASC 855 defines two types of subsequent events, “recognized” and “non-recognized”. Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of July 1, 2009. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.

(o)  
Recent accounting pronouncements

In August 2009, the FASB issued ASC Update No. 2009-05, Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value (“ASC Update No. 2009-05”). This update amends ASC 820, Fair Value Measurements and Disclosures and provides further guidance on measuring the fair value of a liability. The guidance establishes the types of valuation techniques to be used to value a liability when a quoted market price in an active market for the identical liability is not available, such as the use of an identical or similar liability when traded as an asset. The guidance also further clarifies that a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are both Level 1 fair value measurements. If adjustments are required to be applied to the quoted price, it results in a level 2 or 3 fair value measurement. The guidance provided in the update is effective for the first reporting period (including interim periods) beginning after issuance. The Company does not expect that the implementation of ASC Update No. 2009-05 will have a material effect on its financial position or results of operations.

In September 2009, the FASB issued ASC Update No. 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) (“ASC Update No. 2009-12”). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded commitments related to investments in the major category. The amendments in this update are effective for interim and annual periods ending after December 15, 2009 with early application permitted. The Company does not expect that the implementation of ASC Update No. 2009-12 will have a material effect on its financial position or results of operations.
 
15

 
JINMIMI NETWORK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Stated in US Dollars)(Unaudited)

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       (o) Recent accounting pronouncements (continued)

In June 2009, FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) (“Statement No. 167”). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 (“FIN 46R”) to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity’s economic performance. This statement also enhances disclosures about a company’s involvement in variable interest entities. Statement No. 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material impact on its financial position or results of operations.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140 (“Statement No. 166”). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 (“Statement No. 140”) and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a “qualifying special-purpose entity”, changes the requirements for derecognizing financial assets, and enhances disclosure requirements. Statement No. 166 is effective prospectively, for annual periods beginning after November 15, 2009, and interim and annual periods thereafter. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 166 will have a material impact on its financial position or results of operations.
 
16

 
JINMIMI NETWORK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Stated in US Dollars)(Unaudited)

4.    CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS

Financial instruments which potentially expose the Group to concentrations of credit risk, consists of cash and trade receivables as of September 30, 2009 and December 31, 2008. The Group performs ongoing evaluations of its cash position and credit evaluations to ensure collections and minimize losses.

As of September 30, 2009, the Group’s bank deposits were placed with banks in Hong Kong and the PRC where there is currently no rule or regulation in place for obligatory insurance of bank accounts.

For the nine months ended September 30, 2009, all of the Group’s sales were generated from the PRC. In addition, all trade receivables as of September 30, 2009 also arose in the PRC.

The maximum amount of loss due to credit risk that the Group would incur if the counter parties to the financial instruments failed to perform is represented the carrying amount of each financial asset in the balance sheet.

Normally the Group does not obtain collateral from customers or debtors.

As at September 30, 2009 and December 31, 2008, no customer accounted for 10% of the Group’s revenue and trade receivables.


5. AMOUNT DUE FROM A DIRECTOR
 
Amount due from a director is unsecured, interest-free, and repayable on demand.


6. OTHER RECEIVABLES
 
Details of other receivables are as follows:

   
September 30, 2009
   
December 31, 2008
 
             
Rental deposits
  $ 1,463     $ -  
Amount due from a related company
    145,569       -  
                 
           
`
 
    $ 147,032     $ -  
                 

Amount due from a related company is unsecured and charged at a rate of 0.5% per annum and the interest should be paid back with principal on the due day.
 
17

 
JINMIMI NETWORK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Stated in US Dollars)(Unaudited)

7. PROPERTY, PLANT AND EQUIPMENT, NET
 
Details of property, plant and equipment are as follows:

   
September 30, 2009
   
December 31, 2008
 
At cost
           
Office equipment
  $ 5,077     $ -  
Less: accumulated depreciation
    (755 )     -  
                 
                 
    $ 4,322     $ -  
                 
 
Depreciation expense included in the general and administrative expenses for the nine months ended September 30, 2009 was $639.
 
8.    AMOUNT DUE TO A SHAREHOLDER
 
       Amount due to a shareholder is unsecured and charged at the rate of 2% per annum.
 
9.    OTHER PAYABLES
 
Other payables are the loans from the former shareholder of Active Choice Limited, and Silky Road International Group Limited. The amount is unsecured and charged at the rate of 2% per annum.
 
10.  LOSS PER SHARE
 
The calculation of the basic and diluted loss per share attributable to the common stock holders is based on the following data:

       
   
For the nine months ended September 30, 2009
 
Loss:
     
       
Loss for the purpose of basic and dilutive earnings per share
  $ (97,298 )
         
         
         
Number of shares:
       
         
Weighted average number of common stock for the purpose of basic and dilutive earnings per share
    24,000,000  
         
         
 
18


JINMIMI NETWORK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
(Stated in US Dollars)(Unaudited)

11.  FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties.  The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, trade receivables, amount due from a director, other receivables, amount due to a shareholder and other payables, approximate their fair values because of the short maturity of these instruments and market rates of interest.
 
12.  INCOME TAXES

(a)  
The Company, being registered in the PRC and which conducts all of its business through its subsidiary incorporated in PRC, Shenzhen Jinmimi, are subject to PRC’s Enterprise Income Tax. Under applicable income tax laws and regulations, an enterprise located in PRC, including the district where our operations are located, is subject to a 25% Enterprise Income Tax (“EIT”).

(b)  
PRC EIT rate was 25% for the nine months ended September 30, 2009.

No income before income taxes for the nine months ended September 30, 2009, was attributed to the subsidiary with operations in China. No income taxes related to China income for the nine months ended September 30, 2009.

(c)  
No deferred tax has been provided as there are no material temporary differences arising  for the nine months ended September 30, 2009.
 
13.  COMMITMENTS AND CONTINGENCIES

The Group has entered into two tenancy agreements for offices expiring through 2009. Total rental expenses for the nine months ended September 30, 2009 were $ 6,270.

As at September 30, 2009, the Group’s commitments for minimum lease payments under these leases for the next one year and thereafter are as follows:
 
       
     
Year ending September 30, 2010
  $ 1,974  
         
 
19

 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

Overview of Our Performance and Operations

We were incorporated under the laws of the State of Nevada in November 2008. We are an online media company and value-added information service provider in the PRC.  We are one of the companies that specialize in providing online financial and listed company data and information in China. We offer registered-based services on a single information platform that provided financial data and information that we deliver through online forums. Our service offerings permit users to post and search financial information on the forum – Jinmimi Financial Forum.  Jinmimi Financial Forum is divided into six (6) sub-forums: Stock Market Information, Mutual Funds Information, Bonds Market Information, Commodities & Futures Information, Foreign Currencies Information, and Our Life Section. Our service offerings can be accessed through our websites at www.jinmimi.com. As of November 2009, we had a total of approximately 30,000 registered user accounts.  We have approximately12,000 active users.

Our service offers to users are used by and targeted at a broad range of investors in China and oversee Chinese, including individual investors managing their own money, professional investors such as institutional investors managing large sums of money on behalf of their clients, other financial professional such as investment bankers, stock analysts and financial reporters and middle class individuals. Our website users are not charged for visiting our websites. In the next 12 months, we are planning to develop a more integrated information platform that will allow users to select from a range of downloadable and web-based research tools through paid subscription. Through the expansion of our registered users, we are also aimed to provide advertising services to increase our revenue.

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern.   As reflected in the accompanying financial statements, as of September 30, 2009, we had an accumulated deficit since inception totaling $97,298. These raise substantial doubts about our ability to continue as a going concern.
 
Plan of Operation

We are a development stage company with very limited operating history and we do not have any revenue since inception. We do not charge our website users for visiting our website currently. We anticipate incurring losses in the foreseeable future. We have already incurred significant net losses as $97,298 for the period from inception to September 30, 2009. In order to attract and retain Internet users, advertisers and subscribers, and generate revenue, we intend to develop paid-subscription services and provide advertising services.  Therefore, during the next twelve months, we expect to take the following steps in connection with the expansion of our business and the continuance of our operations:

1)  
Initiate substantive construction of our website. We currently have constructed a comprehensive and well designed site webpage at www.jinmimi.com which provide financial data and information through our online forum, Jinmimi Financial Forum. The next stage of web expansion will focus on promoting Jinmimi Financial Forum to attract advertising companies, software companies that provide stock analysis tools, and consultancy companies for advertising services.

2)  
Build our customer database by better understanding and in depth mining registered users. We intend to develop and increase our user base by expanding distribution channels such as banks, mutual funs and brokerage firms. As we have more users in the future, we will use our best efforts to upgrade our existing service offerings and expand our present service offerings to include downloadable and web-based research tools for data and information relating to financial instruments such as stocks, mutual funds, currencies, futures and commodities.  

3)
Hire and train additional staff, including management, marketing staff, and administrative personnel. We will increase our sales force scale and improve efficiency by recruiting more telemarketing sales personnel and training them with better sales skills.

We intend to grow through internal development.  Because of uncertainties surrounding our growth and strong competition, we anticipate continuing to incur losses in the next 12 months. Our ability to achieve our business objectives is contingent upon its success in developing advertising services and upgrading our services to paid subscription based services.
 
20

 
Limited Operating History

We are a development stage company incorporated in November 2008, and as such had minimal operating revenues to date. Further, we have no significant assets, and no current earnings. The success of our company is dependent upon the extent to which it will gain market share. All financial information and financial projections and other assumptions made by us are speculative and, while based on management's best estimates of projected sales levels, operational costs, consumer preferences, and the general economic and competitive health of our company in the image consultant marketplace, there can be no assurance that we will operate profitably or remain solvent.

Results of Operations
 
For the nine months ended September 30, 2009, we had $3,516 net revenues. Our operating expenses are $99,510. We incurred a net loss of $97,298.

For three months ended September 30, 2009, we had $1,284 net revenues. Our operating expenses are $21,260. We incurred a net loss of $20,147.

As of the nine months ended September 30, 2009, we had cash on hand of $153,716 and our total assets were $592,617 while our total liabilities were $587,715.  We have positive shareholder’s equity in the amount of $4,902.

Our auditor has expressed substantial doubt as to whether we will be able to continue to operate as a “going concern” due to the fact that the company has had no revenue since inception and will need to raise capital to further its operations.  We believe we can satisfy our cash requirements to continue to operate over the next twelve months even if we are unable to obtain additional funding or our revenues significantly improve. However, we will need to raise additional funds or generate revenues to pursue our plan of operations. There is no guarantee that we will be able to raise additional funds and if we are unsuccessful in raising the funds, we may be forced to close our business operations.
 
Liquidity and Capital Resources

As of September 30, 2009, we had cash of $153,716.  We believe we can satisfy our cash requirements for the next twelve months with our current cash. We anticipate hiring a few employees at the end of 2009. However, our operational, and general and administrative expenses for the next 12 months can be limited to a total of approximately $150,000 depending on the expansion of our business operations. The foregoing represents our best estimate of our cash needs based on current planning and business conditions.
 
In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. There is substantial doubt about our ability to continue as a going concern. We may raise additional funds through:

-  
public offerings of equity, securities convertible into equity or debt,

-  
private offerings of securities or debt, or other sources.
 
At this time, we do not identify any sources of additional financing. Upon developing a trading market for the common stock, we intend to seek additional sources of financing through hedge funds and/or licensed broker-dealers, however, given our precarious financial condition and our lack of business, a trading market may not develop in the foreseeable future.
 
Given our history of raising money, there is no guarantee that we will be successful in obtaining funds through public or private offerings in order to fund our operations. Our investors should assume that any additional funding will cause substantial dilution to current stockholders. In addition, we may not be able to raise additional funds on favorable terms, if at all.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).
 
21

 
Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 3 of our financial statements for the period ended September 30, 2009. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Recent accounting pronouncements

In August 2009, the FASB issued ASC Update No. 2009-05, Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value (“ASC Update No. 2009-05”). This update amends ASC 820, Fair Value Measurements and Disclosures and provides further guidance on measuring the fair value of a liability. The guidance establishes the types of valuation techniques to be used to value a liability when a quoted market price in an active market for the identical liability is not available, such as the use of an identical or similar liability when traded as an asset. The guidance also further clarifies that a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are both Level 1 fair value measurements. If adjustments are required to be applied to the quoted price, it results in a level 2 or 3 fair value measurement. The guidance provided in the update is effective for the first reporting period (including interim periods) beginning after issuance. The Company does not expect that the implementation of ASC Update No. 2009-05 will have a material effect on its financial position or results of operations.

In September 2009, the FASB issued ASC Update No. 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) (“ASC Update No. 2009-12”). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded commitments related to investments in the major category. The amendments in this update are effective for interim and annual periods ending after December 15, 2009 with early application permitted. The Company does not expect that the implementation of ASC Update No. 2009-12 will have a material effect on its financial position or results of operations.

In June 2009, FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) (“Statement No. 167”). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 (“FIN 46R”) to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity’s economic performance. This statement also enhances disclosures about a company’s involvement in variable interest entities. Statement No. 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material impact on its financial position or results of operations.
 
22

 
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140 (“Statement No. 166”). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 (“Statement No. 140”) and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a “qualifying special-purpose entity”, changes the requirements for derecognizing financial assets, and enhances disclosure requirements. Statement No. 166 is effective prospectively, for annual periods beginning after November 15, 2009, and interim and annual periods thereafter. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 166 will have a material impact on its financial position or results of operations.
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
 
Not applicable because we are a smaller reporting company.
 
Item 4.  Controls and Procedures

a)   Evaluation of Disclosure Controls. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

(b)   Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 
 
23

 
PART II - OTHER INFORMATION
  
Item 1. Legal Proceedings.
 
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
 
Item 1A. Risk Factors

Not applicable because we are a smaller reporting company.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
None.
 
Item 3. Defaults Upon Senior Securities.
 
None.
 
Item 4. Submission of Matters to a Vote of Security Holders.
 
None.
 
Item 5. Other Information.
 
None.
 
Item 6. Exhibits and Reports of Form 8-K.
 
31.1      Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer
31.2      Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer
32.1      Section 1350 Certification of Chief Executive Officer
32.2      Section 1350 Certification of Chief Financial Officer

24

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
  
 
JINMIMI NETWORK INC.
     
November 12, 2009
By:
/s/ Deng Zhang
   
Deng Zhang
   
President, CEO and
Chairman of the Board of Directors
     
 
 
 
25
EX-31.1 2 f10q0909ex31i_jinmimi.htm RULE 13A-14(A)/ 15D-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER f10q0909ex31i_jinmimi.htm
Exhibit 31.1
 CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
 
I, Deng Zhang, certify that:
 
1.
I have reviewed this Form 10-Q of Jinmimi Network, 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 present in this report;
 
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-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 principals;
 
 
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 financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
 
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  
b)
Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 

 
Jinmimi Network Inc.
     
November 12, 2009 
By:
/s/ Deng Zhang
   
Deng Zhang
   
President, CEO and
Chairman of the Board of Directors
     
EX-31.2 3 f10q0909ex31ii_jinmimi.htm RULE 13A-14(A)/ 15D-14(A) CERTIFICATION OF CHIEF FINANCIAL OFFICER f10q0909ex31ii_jinmimi.htm
 
 
Exhibit 31.2
CERTIFICATION OF
CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
 
I, Jiangkun Shi, certify that:
 
1.
I have reviewed this Form 10-Q of Jinmimi Network, 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 present in this report;
 
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-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 principals;
 
 
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 financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
 
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  
b)
Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
 
Jinmimi Network Inc.
     
November 12, 2009 
By:
/s/ Jiangkun Shi
   
Jiangkun Shi
   
Chief Financial Officer,
Principal Accounting Officer
     


EX-32.1 4 f10q0909ex32i_jinmimi.htm SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER f10q0909ex32i_jinmimi.htm
 
 
Exhibit 32.1
 
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
 
In connection with this Quarterly Report of Jinmimi Network, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Deng Zhang, Chief Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
 
1.
Such Quarterly Report on Form 10-Q for the period ending September 30, 2009, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.
The information contained in such Quarterly Report on Form 10-Q for the period ending September 30, 2009, fairly presents, in all material respects, the financial condition and results of operations of Jinmimi Network, Inc.
 
 
 
Jinmimi Network Inc.
     
November 12, 2009 
By:
/s/ Deng Zhang
   
Deng Zhang
   
President, CEO and
Chairman of the Board of Directors
     

EX-32.2 5 f10q0909ex32ii_jinmimi.htm SECTION 1350 CERTIFICATION OF CHIEF FINANCIAL OFFICER f10q0909ex32ii_jinmimi.htm
 
 
Exhibit 32.2
 
CERTIFICATION OF
CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
 
In connection with this Quarterly Report of Jinmimi Network Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jiangkun Shi, Chief Financial Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
 
1.
Such Quarterly Report on Form 10-Q for the period ending September 30, 2009,, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.
The information contained in such Quarterly Report on Form 10-Q for the period ending September 30, 2009, fairly presents, in all material respects, the financial condition and results of operations of Jinmimi Network, Inc.
 
 
 
Jinmimi Network Inc.
     
November 12, 2009 
By:
/s/ Jiangkun Shi
   
Jiangkun Shi
   
Chief Financial Officer,
Principal Accounting Officer
     

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