0001021432-12-000039.txt : 20120330
0001021432-12-000039.hdr.sgml : 20120330
20120330133127
ACCESSION NUMBER: 0001021432-12-000039
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20111231
FILED AS OF DATE: 20120330
DATE AS OF CHANGE: 20120330
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Fun World Media, Inc.
CENTRAL INDEX KEY: 0001502659
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 273567960
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54146
FILM NUMBER: 12727647
BUSINESS ADDRESS:
STREET 1: 1230 CHANRUSS PLACE
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90210
BUSINESS PHONE: 310-804-3319
MAIL ADDRESS:
STREET 1: 1230 CHANRUSS PLACE
CITY: BEVERLY HILLS
STATE: CA
ZIP: 90210
FORMER COMPANY:
FORMER CONFORMED NAME: De Yang International Group Ltd
DATE OF NAME CHANGE: 20110601
FORMER COMPANY:
FORMER CONFORMED NAME: Pinewood Acquisition Corp
DATE OF NAME CHANGE: 20101001
10-K
1
funworld10k123111.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-54146
FUN WORLD MEDIA, INC.
(Exact name of registrant as specified in its charter)
DE YANG INTERNATIONAL GROUP LTD.
(Former Name of Registrant)
Delaware 27-3566984
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1230 Chanruss Place
Beverly Hills, California 90210
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 310-804-3319
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act
[ ] Yes [ X ] No
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [ X ] No
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 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).
[ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated
filer", "accelerated filer", "non-accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ X ]
(do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] No
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter.
$ 0
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.
Class Outstanding at
March 15, 2012
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: None
PART I
Item 1. Business
Fun World Media, Inc. (formerly De Yang International Group Ltd.)
("Fun World" or the "Company") was incorporated as Pinewood Acquisition
Corporation ("Pinewood") on July 19, 2010 under the laws of the State of
Delaware to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions. On May 24, 2011, Pinewood
amended its certificate of incorporation to change its name to De Yang
International Group Ltd. and on March 2, 2012 De Yang amended its
certificate of incorporation to change its name to Fun World Media, Inc.
On October 7, 2010, the Company registered its common stock on
a Form 10 registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The Company
files with the Securities and Exchange Commission periodic and current
reports under Rule 13(a) of the Exchange Act, including quarterly reports
on Form 10-Q and annual reports Form 10-K.
The Company has sustained operating losses since inception of the
Company on July 19, 2010. The Company has deficit accumulated during the
development stage of $4,150 at December 31, 2011.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support
from its stockholders, its ability to obtain necessary equity financing
to continue operations and/or to successfully locate and negotiate with
a business entity for the combination of that target company with the
Company.
The management of the Company plans to use their personal funds
to pay all expenses incurred by the Company in 2012. There is no
assurance that the Company will ever be profitable.
The Company has been in the developmental stage since inception and
its operations to date have been limited to filing a registration statement
and issuing shares of its common stock to the original shareholders and
to the subsequent shareholders to whom control of the Company was
transferred. The Company has been formed to provide a method for a foreign
or domestic private company to become a reporting company with a class
of securities registered under the Securities Exchange Act of 1934.
A combination will normally take the form of a merger, stock-for-
stock exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
With a change in control in 2012, subsequent to the period covered by
this Report, the Company has new management and the Company anticipates
that it may enter into a business combination with an operating entertainment
and hospitality business. No agreements have been reached on terms of any
such possible combination and no contracts nor other documents have been
executed. Such entertainment and hospitality business was founded in 2011
by the Chief Executive Officer of the Company and it is in the process of
obtaining audited financial statements.
The Company will not make a decision on any possible business
combination until it receives the financial report of such possible
target company and management has the opportunity to review and evaluate
the report. There is no assurance that the Company will be successful in
locating or negotiating with any target company.
In 2011, the Company effected a change in control by the
following actions:
1. On May 27, 2011, the redemption of an aggregate of 19,500,000 of
20,000,000 shares of the then outstanding stock at a redemption price of
$.0001 per share for an aggregate redemption price of $1,950;
2. The appointment and election of new officers and directors;
3. The resignation of the prior officers and directors.
4. On June 1, 2011, the Company issued 19,500,000 shares of its
common stock to two shareholders. The Company filed a Form 8-K with the
Securities and Exchange Commission noticing the change of control and change
of company name.
In 2012, and subsequent to the period covered by this Report, the
Company effected a change in control by the following actions:
1. On March 2, 2012, new officers and directors were appointed
and elected and the then current officers and directors resigned.
2. 19,500,000 shares of the Company's outstanding common stock
representing 97.5% of such outstanding shares held by two shareholders of
the Company were transferred.
The Company filed a Form 8-K with the Securities and Exchange
Commission noticing the change of control and change of company name.
Item 2. Properties
The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently uses
the offices of its president at no cost to the Company.
Item 3. Legal Proceedings
There is no litigation pending or threatened by or against the
Company.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
There is currently no public market for the Company's securities.
Following a business combination, a target company will normally
wish to cause the Company's common stock to trade in one or more United
States securities markets. The target company may elect to take the
steps required for such admission to quotation following the business
combination or at some later time.
At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board.
The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements. Any equity security of a reporting company not
listed on the Nasdaq Stock Market or on a national securities exchange
is eligible.
As such time as it qualifies, the Company may choose to apply for
quotation of its securities on the Nasdaq Capital Market.
In general there is greatest liquidity for traded securities on
the Nasdaq Capital Market and less on the OTC Bulletin Board. It is
not possible to predict where, if at all, the securities of the Company
will be traded following a business combination.
Since inception, the Company has sold securities which
were not registered as follows:
NUMBER OF
DATE NAME SHARES
July 19, 2010 Tiber Creek 10,000,000
Corporation (1) (9,750,000 of which redeemed)
July 19, 2010 MB Americus LLC (2) 10,000,000
(9,750,000 of which redeemed)
June 1, 2011 Yanshi (Steven) Chen 17,000,000 (3)
June 1, 2011 DEP Group 2,500,000 (3)
(1) James Cassidy is the sole shareholder and director of Tiber Creek
Corporation, a Delaware corporation, and Mr. Cassidy may be deemed to be
the beneficial owner of the shares of stock owned by Tiber Creek
Corporation.
(2) James McKillop is the sole principal of MB Americus LLC, a
California limited liability corporation. Mr. McKillop is deemed to
be the beneficial owner of the shares of stock owned by MB Americus LLC.
(3) On March 2, 2012, subsequent to the period covered by this
Report, these shares were transferred to Joseph Merhi.
Item 6. Selected Financial Data.
There is no selected financial data required to be filed for
a smaller reporting company.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The Company has sustained operating losses since inception of the
Company on July 19, 2010. The Company has deficit accumulated during the
development stage of $4,150 at December 31, 2011.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support
from its stockholders, its ability to obtain necessary equity financing
to continue operations and/or to successfully locate and negotiate with
a business entity for the combination of that target company with the
Company.
The management of the Company plans to use their personal funds
to pay all expenses incurred by the Company in 2012. There is no
assurance that the Company will ever be profitable.
The Company has been in the developmental stage since inception and
its operations to date have been limited to filing a registration statement
and issuing shares of its common stock to the original shareholders and
to the subsequent shareholders to whom control of the Company was
transferred. The Company has been formed to provide a method for a foreign
or domestic private company to become a reporting company with a class
of securities registered under the Securities Exchange Act of 1934.
A combination will normally take the form of a merger, stock-for-
stock exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
With a change in control in 2012, subsequent to the period covered by
this Report, the Company has new management and the Company anticipates
that it may enter into a business combination with an operating entertainment
and hospitality business. No agreements have been reached on terms of any
such possible combination and no contracts nor other documents have been
executed. Such entertainment and hospitality business was founded in 2011
by the Chief Executive Officer of the Company and it is in the process of
obtaining audited financial statements.
The Company will not make a decision on any possible business
combination until it receives the financial report of such possible
target company and management has the opportunity to review and evaluate
the report. There is no assurance that the Company will be successful in
locating or negotiating with any target company.
In analyzing prospective business opportunities, the Company may
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may
be available and the depth of that management; the potential for further
research, development, or exploration; specific risk factors not now
foreseeable but which may be anticipated; the potential for growth or
expansion; the potential for profit; the perceived public recognition or
acceptance of products, services, or trades; name identification; and
other relevant factors. This discussion of the proposed criteria is not
meant to be restrictive of the virtually unlimited discretion of the
Company to search for and enter into potential business opportunities.
It is anticipated that any securities issued in any such
business combination would be issued in reliance upon exemption
from registration under applicable federal and state securities
laws. In some circumstances, however, as a negotiated element of
its transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, it
will be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has
consummated a business combination. The issuance of additional
securities and their potential sale into any trading market which
may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market
develops, of which there is no assurance.
2011 Year-End Analysis
The Company has received no income, has had no operations
nor expenses, other than Delaware state fees and accounting fees
as required for incorporation and for the preparation of the
Company's financial statements.
As of December 31, 2011, the Company had not generated revenues and had
no income or cash flows from operations since inception.
The Company has sustained operating losses since inception of the
Company on July 19, 2010. The Company has deficit accumulated during the
development stage of $4,150 at December 31, 2011.
Subsequent to the period covered by this Report, the Company
effected a change in its control with the redemption of a majority of
its outstanding stock, issuance of new stock, resignation of the
then officers and directors and election and appointment of new officers
and directors.
RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
In December 2010, the FASB issued ASU 2010-29, Disclosure of
Supplementary Pro Forma Information for Business Combinations. This
proposed ASU reflects the consensus-for-exposure in EITF Issue No.
10-G, "Disclosure of Supplementary Pro Forma Information for Business
Combinations." The Amendments in this proposed ASU specify that if a
public entity presents comparative financial statements, the entity would
disclose revenue and earnings of the combined entity as though the
business combination(s) that occurred during the current year had
occurred as of the beginning of the comparable prior annual reporting
period only. This ASU would also expand the supplemental pro forma
disclosures under Codification Topic 805, Business Combinations, to
include a description of the nature and amount of material, nonrecurring
pro forma adjustments directly attributable to the business combination.
This proposed ASU would be effective prospectively for business
combinations that are consummated on or after the beginning of the first
annual reporting period beginning on or after December 15, 2010. Early
adoption would be permitted. The adoption of this ASU did not have a
material impact to our financial statements. The new disclosures and
clarifications of existing disclosures are effective now, except for the
disclosures about purchases, sales, issuances, and settlements in the roll
forward of activity in Level 3 fair value measurements. Those disclosures
are effective for fiscal years beginning after December 15, 2010, and for
interim periods within those fiscal years. The adoption of this ASU did
not have a material impact on the Company's financial statements and
related disclosures.
In May 2011, the Financial Accounting Standards Board ("FASB") issued
a new accounting standard on fair value measurements that clarifies the
application of existing guidance and disclosure requirements, changes
certain fair value measurement principles and requires additional
disclosures about fair value measurements. The standard is effective for
interim and annual periods beginning after December 15, 2011. Early
adoption is not permitted. This adoption of this ASU did not have a
material impact on the Company's financial statements and related
disclosures.
In September 2011, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update ("ASU") 2011-08, "Intangibles-Goodwill
and Other (Topic 350): Testing Goodwill Impairment" which is intended to
simplify goodwill impairment testing by permitting the assessment of
qualitative factors to determine whether events and circumstances lead
to the conclusion that it is necessary to perform the traditional two-step
impairment test. Under this update, we are not required to calculate the
fair value of our reporting units unless we conclude that it is more likely
than not (likelihood of more than 50%) that the carrying value of our
reporting units is greater than the fair value of such units based on
our assessment of events and circumstances. This update is effective
for fiscal years beginning after December 15, 2011, with early adoption
permitted. We have adopted the provisions of this update at the beginning
of our fourth quarter. The adoption of this provision did not have a
material impact on our financial statements.
Item 8. Financial Statements and Supplementary Data
The financial statements and Report of Independent Registered
Accounting Firm for the year ended December 31, 2011 are attached
hereto.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.
Item 9A. Controls and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission.
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the fiscal
year under the supervision and with the participation of the Company's
then principal executive officer. There have been no significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of the evaluation. Based upon
that evaluation, the Company's current principal executive officer who
is also the principal financial officer believes that the Company's
disclosure controls and procedures are effective in gathering,
analyzing and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is recorded,
summarized and processed timely. The principal executive officer
is the sole officer and director of the Company and is directly
involved in the day-to-day operations of the Company.
Management's Report of Internal Control over Financial Reporting
The Company is responsible for establishing and maintaining
adequate internal control over financial reporting in accordance with
the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's
president, conducted an evaluation of the effectiveness of the
Company's internal control over financial reporting as of
December 31, 2011, based on the criteria establish in Internal
Control Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation,
current management concluded that the Company's internal control over
financial reporting was effective as of December 31, 2011, based on
those criteria. A control system can provide only reasonably, not
absolute, assurance that the objectives of the control system are met
and no evaluation of controls can provide absolute assurance that all
control issues have been detected.
Anton & Chia the independent registered public accounting
firm for the Company, has not issued an attestation report on the
effectiveness of the Company's internal control over financial
reporting.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal controls over
financial reporting during its fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect, its internal
control over financial reporting.
9B. Other information
Not applicable.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance;
The current sole director and Officer of the Company is:
Joseph Merhi
At December 31, 2011, the following persons held the following
respective positions with the Company. Each of these persons resigned
such position on March 2, 2012 as part of the change of control of the
Company.
Name Positions and Offices Held
----------------- -----------
Yanshi (Steven) Chen Director, President
Zhengzhi Ye Chen Director, Cheif Financial Officer
Chengwen (Vincent) Chen Director, Chief Executive Officer
Shengmo (Eric) Chen Director
Enping Deng Director
Management of the Company
The Company has no full time employees. The sole officer and director
will allocate a limited portion of time to the activities of the Company
without compensation.
Joseph Merhi serves as Chief Executive Officer and a director of
the Company. Mr. Merhi has over thirty years experience in the entertainment
field and has served as a producer or executive producer on over 100 films
since 1986. Mr. Merhi has been a member of Montage Entertainment LLC since
2006, a company focused on international sales and distribution of films.
The company produced "Columbus Day" starring Val Kilmer. From 2002 to 2004,
Mr. Merhi served as a producer on several films for Warner Brothers and
Franchise Pictures, including the highly anticipated sequel "The Whole Ten
Yards", "Alex and Emma" and "Spartan". Since 1999, Mr. Merhi has also
developed several real estate projects, including the only sound stage in
Las Vegas, Nevada, where content is currently being produced, and plans for
boutique hotels in West Hollywood, California, and Las Vegas, Nevada. Mr.
Merhi began his career in 1986 with the formation of PM Entertainment which
produced, financed and distributed over 100 feature length films and two
successful TV shows before it was sold to Echo Bridge in 1999.
There are no agreements or understandings for the above-named
officer/director to resign at the request of another person and the
above-named officer and director is not acting on behalf of nor will
act at the direction of any other person.
Code of Ethics. The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K. The
Company's sole officer also serves as its sole director and majority
shareholder. The Company has no operations or business and does
not receive any revenues or investment capital. The adoption of an
Ethical Code at this time would not serve the primary purpose of such a
code to provide a manner of conduct as the development, execution and
enforcement of such a code would be by the same person and only those
persons to whom such code applied. Furthermore, because the Company does
not have any activities, there are activities or transactions which would
be subject to this code. At the time the Company enters into a business
combination or other corporate transaction, the current officer and
director will recommend to any new management that such a code be adopted.
The Company does not maintain an Internet website on which to post a
code of ethics.
The Board of Directors has not established any committees.
Corporate Governance. For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors. At this time, the majority shareholder also serves as
the sole director and officer. The Company has no activities, and receives
no revenues. At such time that the Company enters into a business
combination and/or has additional shareholders and a larger board of
directors and commences activities, the Company will propose creating
committees of its board of directors, including both a nominating and
an audit committee. There are no established process by which
shareholders to the Company can nominate members to the Company's
board of directors. Similarly, however, at such time as the Company
has more shareholders and an expanded board of directors, the
management of the Company may review and implement, as necessary,
procedures for shareholder nomination of members to the Company's
board of directors.
Item 11. Executive Compensation
The Company's officer and director does not receive any
compensation for services rendered to the Company. No compensation
was paid to the prior officers and directors of the Company. There
is no accrual of any compensation pursuant to any agreement with the
Company by any officer or director.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
The Company does not have a compensation committee for
the same reasons as described above.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The following table sets forth, as of December 31, 2011, the
period covered by this Report, each person known by the Company to be the
beneficial owner of five percent or more of the Company's common stock
and the director and officer of the Company. Except as noted, the holder
thereof has sole voting and investment power with respect to the shares
shown.
Amount of Beneficial Percent of
Name Beneficial Owner Ownership Outstanding Stock
Joseph Merhi 19,500,000 97.5%
All Executive Officers and 19,500,000 97.5%
Directors as a Group (1 Person)
Prior to the change in control of the Company and during the
period covered by this report, the following table sets forth each person
known by the Company to be the beneficial owner of five percent or more of
the Company's common stock and the directors and officers of the Company.
Except as noted, the holder thereof has sole voting and investment power
with respect to the shares shown.
Amount of Beneficial Percent of
Name Beneficial Owner Ownership Outstanding Stock
Yanshi Chen 17,000,000 85%
Dep Group (a BVI corporation) 2,500,000 12.5%
Item 13. Certain Relationships and Related Transactions and
Director Independence
James M. Cassidy is the former president and a director of the Company
and the sole officer, director and the shareholder of Tiber Creek Corporation,
which is a shareholder of the Company.
As an organizers and developers of the Company, James Cassidy and
James McKillop, the indirect beneficial owner of a shareholder of the
Company, may be considered promoters. Mr. Cassidy provided
services to the Company without charge consisting of preparing and filing
the charter corporate documents and preparing the registration statement.
The Company is not currently required to maintain an independent director
as defined by Rule 4200 of the Nasdaq Capital Market nor does it
anticipate that it will be applying for listing of its securities on an
exchange in which an independent directorship is required.
Item 14. Principal Accounting Fees and Services.
The Company has no activities, no income and no expenses
except for independent audit and Delaware state fees. The Company's
president has donated his time in preparation and filing of all
state and federal required taxes and reports.
Audit Fees
The aggregate fees incurred for each of the last two years for
professional services rendered by the independent registered public
accounting firm for the audits of the Company's annual financial
statements and review of financial statements included in the Company's
Form 10-K and Form 10-Q reports and services normally provided in
connection with statutory and regulatory filings or engagements were
as follows:
December 31, 2011 December 31, 2010
----------------- -----------------
======= =========
Audit-Related Fees $ 750 $ 750
The Company does not currently have an audit committee serving
and as a result its board of directors performs the duties of an audit
committee. The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services. The Company does not rely on pre-
approval policies and procedures.
PART IV
Item 15. Exhibits, Financial Statement Schedules
There are no financial statement schedules nor exhibits filed
herewith. The exhibits filed in earlier reports and the Company's
Form 10 are incorporated herein by reference.
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Balance Sheets as of December 31, 2011 and December 31, 2010 2
Statements of Operations for the Year Ended December 31,
2011 and for the Period from July 19, 2010
(Inception) to December 31, 2011 3
Statement of Cash Flows for the Year Ended December 31,
2011 and for the Period from July 19, 2010
(Inception) to December 31, 2011 4
Statement of Changes in Stockholders' Equity as of
December 31, 2011 5
Notes to Financial Statements 6-10
ANTON & CHIA CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Fun World Media, Inc
We have audited the accompanying balance sheet of Fun World Media
(the "Company") (a development stage company), formerly known as
De Yang International Group Ltd., as of December 31, 2011 and the
related statements of operations, stockholders' equity and cash flows
for the year then ended and for the period from July 19, 2010 (inception)
to December 31, 2011. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audits in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
The Company was not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as
a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of
December 31, 2011 and the results of its operations and its cash flows
for the year then ended and for the period from July 19, 2010 (inception)
to December 31, 2011, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to
the financial statements, the Company has had no revenues and income
since inception. These conditions, among others, raise substantial doubt
about the Company's ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 2, which
includes the raising of additional equity financing or merger with
another entity. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Anton & Chia LLP
Newport Beach, CA
March 30, 2012
FUN WORLD MEDIA
(formerly DE YANG INTERNATIONAL GROUP LTD.)
(A Development Stage Company)
BALANCE SHEETS
ASSETS
December 31, December 31,
2011 2010
------------ -----------
Current Assets
Cash $ 2,000 $ 2,000
------------ -----------
TOTAL ASSETS $ 2,000 $ 2,000
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accrued Liabilities $ 400 -
------------ -----------
Total Liabilities 400 -
------------ -----------
Stockholders' Equity
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; No
shares issued and outstanding $ - $ -
Common Stock; $0.0001 par value,
100,000,000 shares authorized;
20,000,000 shares issued and
outstanding 2,000 2,000
Additional paid-in capital 3,750 1,250
Deficit accumulated during the
development stage (4,150) (1,250)
------------ -----------
Total Stockholders' Equity 1,600 2,000
------------ -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,000 $ 2,000
=========== =========
The accompanying notes are an integral part of these financial statements
2
FUN WORLD MEDIA
(formerly DE YANG INTERNATIONAL GROUP LTD.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the period from
July 19, 2010
The year ended (Inception) to
December 31, December 31,
2011 2011
------------- ------------
Sales - net $ - $ -
Cost of sales - -
------------ -----------
Gross profit - -
------------ -----------
Operating expenses $ 2,900 $ 4,150
Net loss $ (2,900) $ (4,150)
============= ============
Loss per share - basic and diluted $ (0.00)
=============
Weighted average shares-
basic and diluted 19,732,877
-------------
The accompanying notes are an integral part of these financial statements
3
FUN WORLD MEDIA
(formerly DE YANG INTERNATIONAL GROUP LTD.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Deficit
Accumulated
Common Stock Additional During the Total
----------------------- Paid-In Development Stockholders'
Shares Amount Capital Stage Equity
----------- --------- ---------- ---------- ----------
Balance, July 19,
2010 (Inception) - $ - $ - $ - $ -
Shares issued for cash 20,000,000 2,000 - - 2,000
Expenses paid by
stockholders - - 1,250 - 1,250
Net loss - - - (1,250) (1,250)
----------- --------- ---------- ---------- ----------
Balance, December 31,
2010 20,000,000 $ 2,000 $ 1,250 $ (1,250) $ 2,000
=========== ========= ========== ========== ==========
Stock redemption (19,500,000) (1,950) - - (1,950)
Share issued for cash 19,500,000 1,950 - - 1,950
Fair value of expenses
contributed 2,500 2,500
Net loss - - - (2,900) (2,900)
----------- --------- ---------- ---------- ----------
Balance, December 31,
2011 20,000,000 $ 2,000 $ 3,750 $ (4,150) $ 1,600
=========== ========= ========== ========== ==========
The accompanying notes are an integral part of these financial statements
4
FUN WORLD MEDIA
(formerly DE YANG INTERNATIONAL GROUP LTD.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the period from
July 19, 2010
The year ended (Inception) to
December 31, 2011 December 31, 2011
------------------ ----------------
(Unaudited)
------------------ ----------------
OPERATING ACTIVITIES
Net loss $ (2,900) $ (4,150)
------------------ ----------------
Changes in Operating assets and liabilities
Accrued liabilities 400 400
Contributed professional fees $ 2,500 $ 2,500
------------------ ----------------
Net cash used in operating activities - (1,250)
------------------ ----------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock $ - $ 2,000
Proceeds from stockholders' additional
paid-in capital - 1,250
------------------ ----------------
Net cash provided by financing activities - 3,250
------------------ ----------------
Net increase in cash - 2,000
Cash, beginning of period 2,000 -
------------------ ----------------
Cash, end of period $ 2,000 $ 2,000
================== ================
The accompanying notes are an integral part of these financial statements
5
FUN WORLD MEDIA
(formerly DE YANG INTERNATIONAL GROUP LTD.)
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
NATURE OF OPERATIONS
Fun Media World, Inc. ("the Company"), formerly known as De Yang
International Group Ltd., was incorporated under the name of Pinewood
Acquisition Corporation under the laws of the State of Delaware on July
19, 2010 and was originally to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and
acquisitions. On May 12, 2011, Pinewood Acquisition Corporation
entered into an agreement with De Yang Enterprises for the change in
control of Pinewood Acquisition Corporation, which resulted in a change
of control of Pinewood Acquisition Corporation. On May 25, 2011 the
shareholders of Pinewood Acquisition Corporation and Board of
Directors unanimously approved the change of Pinewood's name to De
Yang International Group Ltd.
On March 2, 2012, the shareholders of the Company elected new directors
and the existing directors resigned and simultaneously the then officers
resigned and new officers were appointed, which resulted in the change
of ownership of the Company. On March 2, 2012, the shareholders of the
Company and the Board of Directors unanimously approved the change of
the Company's name to Fun World Media, Inc. and filed such change with
the State of Delaware.
The Company has been in the developmental stage since inception and its
operations to date have been limited to issuing shares to its original
shareholders. The Company will not make a decision on any possible
business combination until it receives the financial report of such possible
target company and management has the opportunity to review and
evaluate the report. In most instances the target company will wish to
structure the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended. No assurances can be given that the Company
will be successful in locating or negotiating with any target company.
The Company has been formed to provide a method for a foreign or domestic
private company to become a reporting company with a class of securities
registered under the Securities Exchange Act of 1934. The Company
selected December 31 as its fiscal year end.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is
designed to assist in understanding the Company's financial statements.
Such financial statements and accompanying notes are the representations
of the Company's management, who are responsible for their integrity and
objectivity. These accounting policies conform to accounting principles
generally accepted in the United States of America ("GAAP") in all
material respects, and have been consistently applied in preparing the
accompanying financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP
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.
Actual results could differ from those estimates.
6
FUN WORLD MEDIA
(formerly DE YANG INTERNATIONAL GROUP LTD.)
(A Development Stage Company)
Notes to Financial Statements
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. From time to time,
the Company maintains cash balances at certain institutions in excess of
the Federal Deposit Insurance Corporation limit.
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized.
LOSS PER COMMON SHARE
Basic loss per common shares excludes dilution and is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted loss per common share reflects
the potential dilution that could occur if securities or other contracts
to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the loss of
the entity. As of December 31, 2011 there are no outstanding dilutive
securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a
three-tier fair value hierarchy, which prioritizes the inputs in measuring
fair value. The hierarchy prioritizes the inputs into three levels based
on the extent to which inputs used in measuring fair value are observable
in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in
active markets;
Level 2: defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable;
and
Level 3: defined as unobservable inputs in which little or no
market data exists, therefore requiring an entity to develop
its own assumptions
The carrying amounts of cash and accrued liabilities approximate their
fair values because of the short maturity of these instruments.
7
FUN WORLD MEDIA
(formerly DE YANG INTERNATIONAL GROUP LTD.)
(A Development Stage Company)
Notes to Financial Statements
NOTE 2 - GOING CONCERN
The Company has sustained operating losses since inception of the
Company on July 19, 2010. Additionally, the Company has deficit
accumulated during the development stage of $4,150 at December 31,
2011. The Company's continuation as a going concern is dependent on
its ability to generate sufficient cash flows from operations to meet
its obligations, which it has not been able to accomplish to date,
and /or obtain additional financing from its stockholders and/or other
third parties.
These financial statements have been prepared on a going concern basis,
which implies the Company will continue to meet its obligations and
continue its operations for the next fiscal year. The continuation of
the Company as a going concern is dependent upon financial support from
its stockholders, the ability of the Company to obtain necessary equity
financing to continue operations, successfully locating and negotiate
with a business entity for the combination of that target company with
the Company.
The management of the Company plans to use their personal funds to pay
all expenses incurred by the Company in 2012. There is no assurance that
the Company will ever be profitable. The financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classifications of liabilities that may result should the Company be
unable to continue as a going concern.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
In December 2010, the FASB issued ASU 2010-29, Disclosure of
Supplementary Pro Forma Information for Business Combinations. This
proposed ASU reflects the consensus-for-exposure in EITF Issue No.
10-G, "Disclosure of Supplementary Pro Forma Information for Business
Combinations." The Amendments in this proposed ASU specify that if a
public entity presents comparative financial statements, the entity would
disclose revenue and earnings of the combined entity as though the
business combination(s) that occurred during the current year had
occurred as of the beginning of the comparable prior annual reporting
period only. This ASU would also expand the supplemental pro forma
disclosures under Codification Topic 805, Business Combinations, to
include a description of the nature and amount of material, nonrecurring
pro forma adjustments directly attributable to the business combination.
This proposed ASU would be effective prospectively for business
combinations that are consummated on or after the beginning of the first
annual reporting period beginning on or after December 15, 2010. Early
adoption would be permitted. The adoption of this ASU did not have a
material impact to our financial statements. The new disclosures and
clarifications of existing disclosures are effective now, except for the
disclosures about purchases, sales, issuances, and settlements in the roll
forward of activity in Level 3 fair value measurements. Those disclosures
are effective for fiscal years beginning after December 15, 2010, and for
interim periods within those fiscal years. The adoption of this ASU did
not have a material impact on the Company's financial statements and
related disclosures.
8
FUN WORLD MEDIA
(formerly DE YANG INTERNATIONAL GROUP LTD.)
(A Development Stage Company)
Notes to Financial Statements
In May 2011, the Financial Accounting Standards Board ("FASB") issued
a new accounting standard on fair value measurements that clarifies the
application of existing guidance and disclosure requirements, changes
certain fair value measurement principles and requires additional
disclosures about fair value measurements. The standard is effective for
interim and annual periods beginning after December 15, 2011. Early
adoption is not permitted. This adoption of this ASU did not have a
material impact on the Company's financial statements and related
disclosures.
In September 2011, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update ("ASU") 2011-08,
"Intangibles-Goodwill and Other (Topic 350): Testing Goodwill
Impairment" which is intended to simplify goodwill impairment testing
by permitting the assessment of qualitative factors to determine whether
events and circumstances lead to the conclusion that it is necessary to
perform the traditional two-step impairment test. Under this update, we
are not required to calculate the fair value of our reporting units unless
we conclude that it is more likely than not (likelihood of more than 50%)
that the carrying value of our reporting units is greater than the fair
value of such units based on our assessment of events and circumstances.
This update is effective for fiscal years beginning after December 15,
2011, with early adoption permitted. We have adopted the provisions of
this update at the beginning of our fourth quarter. The adoption of this
provision did not have a material impact on our financial statements.
Not Yet Adopted
In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve
Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and International Financial Reporting Standards (IFRS) of Fair
Value Measurement Topic 820." ASU 2011-04 is intended to provide a
consistent definition of fair value and improve the comparability of
fair value measurements presented and disclosed in financial statements
prepared in accordance with U.S. GAAP and IFRS. The amendments
include those that clarify the FASB's intent about the application of
existing fair value measurement and disclosure requirements, as well as
those that change a particular principle or requirement for measuring
fair value or for disclosing information about fair value measurements.
This update is effective for annual and interim periods beginning after
December 15, 2011. This adoption of this ASU is not expected to have a
material impact on the Company's financial statements and related
disclosures.
NOTE 4 STOCKHOLDERS' EQUITY
On July 19, 2010, the Company issued 20,000,000 common shares to its
sole director and officer for $2,000 in cash.
On May 27, 2011, the Company redeemed from its then two shareholders
an aggregate of 19,500,000 of its 20,000,000 shares of outstanding stock
at a redemption price of $0.0001 per share for an aggregate redemption
price of $1,950.
On June 1, 2011, the Company issued 19,500,000 shares of common stock
to new unrelated third party investors in order to evoke a change in
ownership.
9
FUN WORLD MEDIA
(formerly DE YANG INTERNATIONAL GROUP LTD.)
(A Development Stage Company)
Notes to Financial Statements
NOTE 5 SUBSEQUENT EVENTS
On March 2, 2012, the shareholders of the Company elected new directors
and the existing directors resigned and simultaneously the then officers
resigned and new officers were appointed.
On March 2, 2012, Mr. Yanshi (Steven) Chen, the owner of 17,000,000
shares of the Company's common stock and DEP Group (a BVI
corporation), the owner of 2,500,000 shares of the Company's common
stock, transferred all such shares aggregating 19,500,000 shares of the
outstanding 20,000,000 shares (97.5%) of the Company's common stock
to Joseph Merhi for an aggregate purchase price of $95,000.
The Company anticipates that it may enter into a business combination
with an operating entertainment and hospitality business located in the
State of Nevada. No agreements have been reached on terms of any such
possible combination and no contracts nor other documents have been
executed. Such entertainment and hospitality business was founded in
2011 by the Chief Executive Officer of the Company and it is in the
process of obtaining audited financial statements. The Company will not
make a decision on any such possible combination until it receives the
financial report of such possible target company and management has the
opportunity to review and evaluate the report.
On March 2, 2012, Yanshi (Steven) Chen resigned as the Company's
President and director.
On March 2, 2012, Zhengzhi Ye Chen resigned as the Company's Chief
Financial Officer and director.
On March 2, 2012, Chengwen (Vincent) resigned as the Company's Chief
Executive Officer and director.
On March 2, 2012, Shengmo (Eric) Chen resigned as the Company's
director.
On March 2, 2012, Enping Deng resigned as the Company's director.
On March 2, 2012, Joseph Merhi was elected to the Board of Directors
of the Company as Chairman of the Board.
On March 12, 2012, Joseph Merhi was appointed Chief Executive Officer
of the Company.
On March 2, 2012 the shareholders of the Corporation and the Board of
Directors unanimously approved the change of the Company's name to
Fun World Media, Inc. and filed such change with the State of Delaware.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.
FUN WORLD MEDIA, INC.
By: /s/ Joseph Merhi
President (Chief executive officer)
Dated: March 30, 2012
Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
/s/ Joseph Merhi Director March 30, 2012
EX-32
2
ex32funworldcfoceo.txt
EXHIBIT 32
CERTIFICATION PURSUANT TO SECTION 906
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, I, the
undersigned officer of the Fun World Media, Inc. (the
"Company"), hereby certify to my knowledge that:
The Report on Form 10-K for the year ended December 31,
2011 of the Company fully complies, in all material respects,
with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, and the information contained in the
Report fairly represents, in all material respects, the
financial condition and results of operations of the Company.
A signed original of this written statement required by Section
906 has been provided to the Company and will be retained by
the Company and furnished to the Securities and Exchange
Commission or its staff upon request.
/s/ Joseph Merhi
Chief Executive Officer
Chief Financial Officer
Date: March 30, 2012
EX-31
3
exh31kfunworldceocfo.txt
EXHIBIT 31
CERTIFICATION PURSUANT TO SECTION 302
I,Joseph Merhi, certify that:
1. I have reviewed this Form 10-K of Fun World Media, Inc.
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for,
the periods presented in this report;
4. The registrant's other certifying officer(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 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures,or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period
in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered
by this report based on such evaluations; and
d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control
over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability
to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: March 30, 2012 /s/ Joseph Merhi
Chief Executive Officer and
Chief Financial Officer