Nevada | 20-4281128 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
PART I—FINANCIAL INFORMATION
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3
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Item 1.
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Financial Statements.
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3
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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4
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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5
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Item 4.
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Controls and Procedures.
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5
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PART II—OTHER INFORMATION
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5
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Item 1.
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Legal Proceedings.
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5
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Item 1A.
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Risk Factors.
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5
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Item 2.
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Unregistered Sales of Securities and Use of Proceeds.
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5
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Item 3.
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Defaults Upon Senior Securities.
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5
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Item 4.
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Submission of Matters to a Vote of Security Holders.
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6
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Item 5.
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Other Information.
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6
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Item 6.
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Exhibits.
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6
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SIGNATURES
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7
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BALANCE SHEETS
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F-1 |
STATEMENTS OF OPERATIONS
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F-2 |
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
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F-3 |
STATEMENTS OF CASH FLOWS
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F-4 |
NOTES TO FINANCIAL STATEMENTS
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F-5 |
September 30,
2012
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December 31,
2011
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|||||||
(audited)
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||||||||
ASSETS
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||||||||
CURRENT ASSETS
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||||||||
Cash
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$ | 39,204 | $ | 163 | ||||
Subscription receivables
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2,000 | 2,000 | ||||||
Prepaid expenses
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- | 14,352 | ||||||
Promissory note and accrued Interest (Note 5)
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395,968 | - | ||||||
TOTAL CURRENT ASSETS
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$ | 437,172 | $ | 16,515 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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||||||||
CURRENT LIABILITIES
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||||||||
Accounts payable and accrued liabilities
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$ | 7,067 | $ | 8,000 | ||||
Due to related party (Note 4)
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33,362 | 29,500 | ||||||
TOTAL CURRENT LIABILITIES
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40,429 | 37,500 | ||||||
STOCKHOLDERS’ EQUITY (DEFICIT)
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||||||||
Capital stock (Note 10)
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||||||||
Authorized 50,000,000 shares of preferred stock, $0.0001 par value (none issued)
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||||||||
300,000,000 shares of common stock, $0.0001 par value,
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||||||||
Issued and outstanding
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||||||||
87,650,000 shares of common stock (December 31, 2011 –87,150,00)
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8,765 | 8,715 | ||||||
Additional paid-in capital
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930,778 | 680,828 | ||||||
Shares Subscribed
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260,000 | |||||||
Deficit accumulated during the development stage
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(806,365 | ) | (714,093 | ) | ||||
Accumulated other comprehensive income
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3,565 | 3,565 | ||||||
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)
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396,743 | (20,985 | ) | |||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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$ | 437,172 | $ | 16,515 |
Three Months Ended
September 30
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Nine Months Ended
September 30
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November 13,
2008 (inception)
to September 30,
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||||||||||||||||||
2012
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2011
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2012
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2011
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2012
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||||||||||||||||
REVENUES
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Net revenues
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$ | - | $ | - | $ | - | $ | - | $ | 4,785 | ||||||||||
Cost of net revenues
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- | - | - | - | $ | (5,841 | ) | |||||||||||||
GROSS PROFIT
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$ | - | $ | - | $ | - | $ | - | $ | (1,056 | ) | |||||||||
OPERATING EXPENSES
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||||||||||||||||||||
General and administration
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(5,874 | ) | (26,476 | ) | (42,388 | ) | (51,020 | ) | (384,769 | ) | ||||||||||
Marketing expense
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(35,000 | ) | - | (41,000 | ) | - | (41,000 | ) | ||||||||||||
TOTAL OPERATING LOSS
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$ | (40,874 | ) | $ | (26,476 | ) | $ | (83,388 | ) | $ | (51,020 | ) | $ | (426,825 | ) | |||||
Net investment loss
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- | - | - | - | 5,287 | |||||||||||||||
Other expense
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(14,352 | ) | - | (14,352 | ) | - | (96,465 | ) | ||||||||||||
Interest income
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2,948 | - | 5,468 | - | 13,344 | |||||||||||||||
Loss on deconsolidation
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- | - | - | - | (301,706 | ) | ||||||||||||||
LOSS BEFORE INCOME TAXES
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(52,278 | ) | (26,476 | ) | (92,272 | ) | (51,020 | ) | (806,365 | ) | ||||||||||
Income taxes
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- | - | - | - | - | |||||||||||||||
NET LOSS
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(52,278 | ) | (26,476 | ) | (92,272 | ) | (51,020 | ) | (806,365 | ) | ||||||||||
Foreign currency translation adjustment
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- | 153 | - | 425 | 3,565 | |||||||||||||||
COMPREHENSIVE LOSS
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$ | (52,278 | ) | $ | (26,323 | ) | $ | (92,272 | ) | $ | (50,595 | ) | $ | (802,800 | ) | |||||
BASIC LOSS PER COMMON SHARE
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC
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87,650,000 | 18,766,667 | 87,650,000 | 22,255,556 |
Common Stock
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Additional Paid-
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Accumulated
other
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||||||||||||||||||||||||||
Number of
shares
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Amount
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In-
Capital
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Shares
Subscribed
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Accumulated
deficit
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comprehensive
income
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Total
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||||||||||||||||||||||
Common shares issued
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20,000,000 | $ | 2,000 | $ | - | $ | - | $ | - | $ | - | $ | 2,000 | |||||||||||||||
Balance December 31, 2008
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20,000,000 | 2,000 | - | - | - | - | 2,000 | |||||||||||||||||||||
Issuance of common stock
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4,000,000 | 400 | 99,600 | - | - | - | 100,000 | |||||||||||||||||||||
Net loss
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- | - | - | - | (130,683 | ) | - | (130,683 | ) | |||||||||||||||||||
Foreign currency – translation adjustment
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- | - | - | - | - | 301 | 301 | |||||||||||||||||||||
Balance, December 31, 2009
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24,000,000 | 2,400 | 99,600 | - | (130,683 | ) | 301 | (28,382 | ) | |||||||||||||||||||
Shareholders contribution
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- | - | 587,543 | - | - | - | 587,543 | |||||||||||||||||||||
Net loss
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- | - | - | - | (494,099 | ) | - | (494,099 | ||||||||||||||||||||
Foreign currency – translation adjustment
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- | - | - | - | - | 2,693 | 2,693 | |||||||||||||||||||||
Balance, December 31, 2010
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24,000,000 | 2,400 | 687,143 | - | (624,782 | ) | 2,994 | 67,755 | ||||||||||||||||||||
Cancellation of Shares August 31, 2011
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(15,700,000 | ) | (1,570 | ) | 1,570 | - | - | - | - | |||||||||||||||||||
Stock Payable – October 5, 2011
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78,850,000 | 7,885 | (7,885 | ) | - | - | - | - | ||||||||||||||||||||
Net loss
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- | - | - | - | (89,311 | ) | - | (89,311 | ) | |||||||||||||||||||
Foreign currency- translation adjustment
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- | - | - | - | - | 571 | 571 | |||||||||||||||||||||
Balance, December 31, 2011
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87,150,000 | 8,715 | 680,828 | - | (714,093 | ) | 3,564 | (20,985 | ) | |||||||||||||||||||
Issuance of common shares
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500,000 | 50 | 249,950 | - | - | - | 250,000 | |||||||||||||||||||||
Subscription proceeds
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||||||||||||||||||||||||||||
Received (Note 9)
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- | - | - | 260,000 | - | - | 260,000 | |||||||||||||||||||||
Net loss
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- | - | - | - | (92,272 | ) | - | (92,272 | ) | |||||||||||||||||||
Balance, September 30, 2012
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87,650,000 | $ | 8,764 | $ | 930,778 | $ | 260,000 | $ | (806,365 | ) | $ | 3,564 | $ | 396,743 |
Nine months ended
September 30, 2012
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Nine months ended
September 30, 2011
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From November 13, 2008 (date of inception) to September 30, 2012
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OPERATING ACTIVITIES
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Net loss for the period
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$ | (92,272 | ) | $ | (51,020 | ) | $ | (806,365 | ) | |||
Depreciation
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- | - | 1,656 | |||||||||
Sale of plant and equipment
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- | - | 4,069 | |||||||||
Good will
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- | - | 187,081 | |||||||||
Additional paid in capital
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- | - | 587,543 | |||||||||
Amount due to shareholder
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- | - | (220,084 | ) | ||||||||
Other payables
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- | 40,435 | (220,987 | ) | ||||||||
Adjustments to reconcile net loss to net cash used in operating activities:
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||||||||||||
Amount due from a director
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- | - | (5,119 | ) | ||||||||
Amount due to a director
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3,862 | 33,362 | ||||||||||
Rental deposits
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- | - | 277 | |||||||||
Accrued interest
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(5,468 | ) | - | (5,468 | ) | |||||||
Prepaid expenses
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14,352 | 23,264 | - | |||||||||
Accruals
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(933 | ) | (12,384 | ) | 20,940 | |||||||
Other loans
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- | - | 146,753 | |||||||||
NET CASH USED IN OPERATING ACTIVITIES
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(80,459 | ) | 295 | (276,324 | ) | |||||||
CASH FLOW FROM INVESTING ACTIVITIES
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||||||||||||
Acquisition of subsidiary
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- | - | (52,814 | ) | ||||||||
Promissory Note
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(390,500 | ) | - | (390,500 | ) | |||||||
Purchases of trading activities
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- | - | (1,840 | ) | ||||||||
NET CASH USED IN INVESTING ACTIVITIES
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(390,500 | ) | - | (445,154 | ) | |||||||
CASH FLOW FROM FINANCING ACTIVITIES
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||||||||||||
Proceeds on sale of common stock
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250,000 | - | 350,000 | |||||||||
Shares subscribed
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260,000 | 260,000 | ||||||||||
Proceeds from related parties
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- | - | 145,877 | |||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
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510,000 | - | 755,877 | |||||||||
NET INCREASE (DECREASE) IN CASH
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39,041 | 295 | 34,399 | |||||||||
EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH AND CASH EQUIVALENTS
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- | (98 | ) | 4,805 | ||||||||
CASH, BEGINNING
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163 | 18,350 | - | |||||||||
CASH, ENDING
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$ | 39,204 | $ | 18,547 | $ | 39,204 | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION
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Cash paid during the period for:
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||||||||||||
Interest
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$ | - | $ | - | $ | 7, 875 | ||||||
Income taxes
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$ | - | $ | - | $ | - |
Name of Subsidiary
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Place & Date of Incorporation
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Equity Interest Attributable to the Company
(%)
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Registered Capital
($)
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Issued Capital (HKD)
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Registered Capital
(RMB)
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|||||
#Active Choice Limited (“HKAC”)
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Hong Kong/
September 26, 2008
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100
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$1,290
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HKD10,000
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-
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|||||
#Chuangding Investment Consultant
(Shenzhen) Co., Ltd (“Chuangding”)
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PRC/
December 4, 2008
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100
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$146,056
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-
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RMB1,000,000
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|||||
*Shenzhen Jinmimi Network Technology
Limited Company (“Shenzhen Jinmimi”)
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PRC/August 4, 2008
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Deemed control
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$291,864
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-
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RMB 2,000,000
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*Note : Deemed variable interest entity was deconsolidated on September 16, 2010
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#Note: The management decides to write off the investment of subsidiaries on November 3, 2011
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Office equipment
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5 years
|
DECEMBER 31,
2011
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DECEMBER 31,
2010
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|||||||
Twelve months ended
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||||||||
USD : RMB exchange rate
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6.3555
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6.5918
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||||||
Average twelve months ended
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||||||||
USD : RMB exchange rate
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6.4554
|
6.7605
|
||||||
Twelve months ended
|
||||||||
USD : HKD exchange rate
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7.7711
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7.7822
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||||||
Average twelve months ended
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||||||||
USD : HKD exchange rate
|
7.7839
|
7.7682
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31.1
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Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
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31.2
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Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
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32.1
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Section 1350 Certification of Chief Executive Officer
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32.2
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Section 1350 Certification of Chief Financial Officer **
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One2One Living Corporation
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||
Date: November 19, 2012
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By:
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/s/ Brian Cohen
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Brian Cohen
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||
President, CEO and CFO,
Chairman of the Board of Directors
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One2One Living Corporation
|
|||
November 19, 2012
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By:
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/s/ Brian Cohen
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Brian Cohen
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|||
President, CEO and Chairman of the Board of Directors
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1.
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This Quarterly Report, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in this Quarterly Report, fairly presents, in all material respects, the financial condition and results of operations of Jinmimi Network, Inc.
|
One2One Living Corporation
|
|||
November 19, 2012
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By:
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/s/ Brian Cohen
|
|
Brian Cohen
|
|||
President, CEO and Chairman of the Board of Directors
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Promissory Note (Details) (USD $)
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9 Months Ended |
---|---|
Sep. 30, 2012
|
|
Promissory Note (Textual) | |
Loans in advance | $ 390,500 |
Total amount of loan due | 375,000 |
Amount due on March 9, 2013 | 200,000 |
Amount due on August 10, 2013 | 100,000 |
Amount due on August 16, 2013 | 50,000 |
Amount due on September 14, 2013 | 25,000 |
Accrued interest on secured loan | 4.00% |
Outstanding amount of unsecured loan | 7,000 |
Interest rate on promissory notes | 4.00% |
Remaining unsecured loan | 8,500 |
Outstanding amount of promissory notes | 390,500 |
Accrued interest on promissory note | $ 5,468 |
Summary of Significant Accounting Policies
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9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2012
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Summary Of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation
Unaudited Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2011 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.
(b) Method of accounting
The Group maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the
Group 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 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 Group’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.
(c) Principles of consolidation
The Company consolidates its subsidiaries and the entities it controls through a majority voting interest or otherwise, including entities that are variable interest entities (“VIEs”) for which the Company is the primary beneficiary pursuant to Accounting Standards Codification (“ASC”) No. 810, “Consolidation” (“ACS 810”). 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 as of December 31, 2010. The management determined to write-off these two subsidiaries and closed down their business as of December 31, 2011. The deemed variable interest entity was deconsolidated on September 16, 2010 in accordance with termination agreement. The following sets forth information about the wholly owned subsidiaries:
(d) 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.
(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:
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) Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the net acquired identifiable assets at the date of acquisition. Goodwill is included in intangible assets and no amortization is provided.
Goodwill is tested annually for impairment. See Note 6 for impairment of goodwill.
(g) 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 No. 360, “Property, Plant and Equipment”. 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 recognized 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 periods, there was no impairment loss.
(h) 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:
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. There were no foreign currency translation costs for the six month period ended September 30, 2012.
(i) Cash and cash equivalents
The Group considers all highly liquid investments purchased with original maturities of twelve months or less to be cash equivalents. The Group maintains bank accounts in Hong Kong and the PRC. Since the management closed down the subsidiaries in Hong Kong and the PRC, the cash balance of the subsidiaries has been written off as a loss.
(j) Leases
The Group did not have a lease that met the criteria of a capital lease. Leases that do not qualify as a capital lease are classified as an operating lease. Operating lease rental payments included in selling expenses for the twelve months end December 31, 2011 and 2010 were nil and $7,885 respectively. There were no operating lease rental payments as of September 30, 2012.
(k) Advertising
The Group expensed all advertising costs as incurred. Advertising expenses included in the general and administrative expense for the twelve months ended December 31, 2011 and 2010 were nil and $2,756 respectively. No Advertising expenses during the nine month period ended September 30, 2012.
(l) 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 twelve months ended December 31, 2011 and 2010 are 25%.
(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) Treasury stock
Treasury stock consists of the Company’s own stock which has been issued, subsequently reacquired by the Company, and not yet reissued or cancelled. 15,700,000 common shares were reacquired and cancelled by the Company. The constructive retirement method was adopted that the aggregate par value of reacquired shares is charged to the common stock account.
(o) Stock dividends and stock splits
Stock dividends represent neither an actual distribution of the assets of the Company nor a promise to distribute those assets. Stock dividend is not considered a legal liability or a taxable transaction. The stock dividends have been processed by Financial Industry Regulatory Authority (“FINRA”) as a stock split of one-for-10.5 shares and therefore the Company will record this as stock split. The record date for this transaction was September 26, 2011 and the payable date was October 5, 2011. The Company will round-up fractional shares and the additional shares will be mailed out to shareholders of record. On October 5, 2011, the common stock was increased from 8,300,000 shares to 87,150,000 shares.
(p) Earnings per share
Basic earnings per share, which includes no dilution, is computed by dividing income available to common stockholders by the weighted-average number of shares outstanding for the period. In contrast, diluted earnings per share consider the potential dilution that could occur from other financial increase the total number of outstanding shares of common stock.
(q) Recently implemented standards
In January 2011, the FASB issued ASU 2011-01,
“Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20”, which temporarily delay the effective date of the disclosures about troubled debt restructurings in ASU No. 2010-20, Receivables (Topic 310): Disclosures about
the Credit Quality of Financing Receivables and the Allowance for Credit Losses, for public entities. The delay is intended to allow the FASB time to complete its deliberations on what constitutes a troubled debt restructuring. The effective date of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated. Currently, that guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011.
The deferral in ASU 2011-01 is effective January 19, 2011 (date of issuance).
In April 2011, the FASB issued ASU 2011-02, “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”, which clarifies when creditors should classify loan modifications as troubled debt restructurings. The guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the year. The guidance on measuring the impairment of a receivable restructured in a troubled debt restructuring is effective on a prospective basis. A provision in ASU 2011-02 also ends the FASB’s deferral of the additional disclosures about troubled debt restructurings as required by ASU 2010-20. The adoption of ASU 2011-02 is not expected to have a material impact on the Company’s financial condition or results of operations.
In April 2011, the FASB issued ASU 2011-03, Consideration of Effective Control on Repurchase Agreements, which deals with the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. ASU 2011-03 changes the rules for determining when these transactions should be accounted for as financings, as opposed to sales. The guidance in ASU 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The adoption of ASU 2011-03 is not expected to have a material impact on the Company’s financial condition or results of operation.
In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”). ASU 2011-04 clarifies some existing concepts, eliminates wording differences between U.S. GAAP and IFRS, and in some limited cases, changes some principles to achieve convergence between U.S. GAAP and IFRS. ASU 2011-04
results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. ASU 2011-04 will be effective for the Company beginning after December
15, 2011. The Company does not expect the adoption of ASU 2011-04 to have a material effect on its operating results or financial position.
In June 2011, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) 2011-05, Presentation of Comprehensive Income, which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of equity. ASU 2011-05 will be effective for the Company beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-05 to have a material effect on its operating results or financial position. However, it will impact the presentation of comprehensive income.
In September 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 is intended to simplify how entities, both public and non-public, test goodwill for impairment. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350, Intangibles-Goodwill and Other. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. ASU 2011-
08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued or, for non-public entities, have not yet been made available for issuance.
In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-10, Property, Plant, and Equipment (Topic 360): Derecognition of in Substance Real Estate-a Scope Clarification. ASU No. 2011-10 is intended to resolve the diversity in practice about whether the guidance in Subtopic 360-20, Property, Plant, and Equipment—Real Estate Sales, applies to a parent that ceases to have a controlling financial interest (as described in Subtopic 810-10, Consolidation—Overall) 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. ASU 2011-10 should be applied on a prospective basis to deconsolidation events occurring after the effective date; with prior periods not adjusted even if the reporting entity has continuing involvement with previously derecognized in substance real estate entities. For public entities, ASU 2011-10 is effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2012. For non-public entities, ASU 2011-10 is effective for fiscal years ending after December 15, 2013, and interim and annual periods thereafter. Early adoption is permitted.
In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. ASU No. 2011-11 is intended to provide enhanced disclosures that will enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. This includes the effect or potential effect of rights of setoff associated with an entity’s recognized assets and recognized liabilities within the scope of this Update. The amendments require enhanced disclosures by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either Section 210-20-45 or Section 815-10-45. 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.
In December 2011, the FASB has issued Accounting Standards Update (ASU) No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU No. 2011-11 is intended to supersede certain pending paragraphs in Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, to effectively defer only those changes in Update 2011-05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. The amendments will be temporary to allow the Board time to redeliberate the presentation requirements for reclassifications out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. Non-public entities should begin applying these requirements for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. |