- Quarterly Report (10-Q)
19 Mai 2011 - 6:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10 - Q
(Mark
One)
|
[ x ]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For
the quarterly period ended March 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: 333-147187
ASIARIM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Nevada
|
83-0500896
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
(IRS
Employer Identification No.)
|
|
|
Suite 1601, 16F, Jie Yang Building, 271 Lockhart Road, Wanchai, Hong Kong
|
n/a
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
+1 360 717 3641
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former
Fiscal Year if Changed Since Last Report)
Indicate by
check 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 past 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.
|
Yes [ x ] No [
]
Indicate by
check whether the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "small reporting
company" in Rule 12b-2 of the Exchange Act. (check one)
|
Large Accelerated Filer [
] Accelerated Filer [ ] Non-Accelerated
Filer [ ] Smaller Reporting Company [ x ]
Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
|
Yes [ ] No [ x
]
The number of
common equity shares outstanding as of April 30, 2011 was 29,535,000 shares of Common
Stock, $0.001 par value.
|
1
DEFINITIONS AND
CONVENTIONS
|
References to "China" or "PRC" refer to the Peoples' Republic of
China.
|
References to "Common
Stock" means the common stock, $0.001 par value, of Asiarim Corporation.
|
References to the
"Commission" or "SEC" means the U.S. Securities and Exchange
Commission.
|
References to
"Ascenda" means Ascenda Corporation.
|
References to
"Commodore Asia JV." means Commodore Asia Limited.
|
References to
"Commodore Electronics" means Commodore Asia Electronics Limited.
|
References to
"Commodore Europe" means Commodore Europe B.V.
|
References to
"Commodore Licensing" means Commodore Licensing B.V.
|
References to "C=
Holdings" means C= Holdings B.V.
|
References to
"Reunite" means Reunite Investments Inc.
|
References to
"Company", "Asiarim", "we", "our",
"Group" means Asiarim Corporation and include, unless the context requires or
indicate otherwise, the operation of its subsidiaries (all hereinafter defined).
|
References to "33
Act" or "Securities Act" means the Securities Act of 1933, as amended.
|
References to "34
Act" or "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
|
2
INDEX
|
Page
|
PART
I. FINANCIAL INFORMATION
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
|
|
|
|
Consolidated Balance
Sheets - March 31, 2011 (Unaudited)
|
5
|
|
|
|
|
Consolidated
Statements of Operations - For The Three Months and Six Months Ended March 31,
2011 and 2010 (Unaudited)
|
6
|
|
|
|
|
Consolidated
Statements of Stockholders' Equity - For The Three Months Ended March 31, 2011
(Unaudited)
|
7
|
|
|
|
|
Consolidated
Statements of Cash Flows - For The Six Months ended March 31, 2011 and 2010
(Unaudited)
|
8
|
|
|
|
|
Notes to Consolidated
Financial Statements
|
9-25
|
|
|
|
Item 2.
|
Management's
Discussion and Analysis of Financial Condition and Results of Operations
|
26-35
|
|
|
|
Item 3.
|
Quantitative and
Qualitative Disclosure About Market Risk
|
36
|
|
|
|
Item 4.
|
Controls and
Procedures
|
36
|
|
|
|
|
|
|
PART
II. OTHER INFORMATION
|
|
|
|
|
Item 1
|
Legal Proceedings
|
37
|
|
|
|
Item 2
|
Unregistered Sales of
Equity Securities and Use of Proceeds
|
37
|
|
|
|
Item 3
|
Defaults Upon Senior
Securities
|
37
|
|
|
|
Item 4
|
(Removed and
Reserved)
|
37
|
|
|
|
Item 5
|
Other Matters
|
37
|
|
|
|
Item 6.
|
Exhibits
|
38
|
|
|
|
SIGNATURES
|
|
39
|
|
|
3
FORWARD-LOOKING
STATEMENTS
|
This Form 10-Q report contains forward-looking statements of management of the Company
that are, by their nature, subject to risks and uncertainties. Forward-looking statements
are statements that estimate the happening of future events are not based on historical
fact. Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "could",
"expect", "estimate", "anticipate", "predict",
"probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. These
forward-looking statements may not be realized due to a variety of factors, including
without limitation:
|
|
*
|
The Company's
ability to resist price increases from its suppliers or pass through such increases to its
customers;
|
|
*
|
Limited access
to financing or increased cost of financing resulting from the global economic downturn;
|
|
*
|
The Company's
inability to improve and maintain effective internal controls or the failure by its
personnel to comply with such internal controls;
|
|
*
|
The
decline in consumer spending for retail products, such as the Company line of products;
|
|
*
|
The Company's
inability to maintain its relationship with its licensees or distributors or the failure
to obtain new licensees or distribution relationships on favorable terms;
|
|
*
|
The Company's
dependence on a limited number of suppliers for its components and raw materials;
|
|
*
|
The failure of
third party sales representatives to adequately promote, market and sell the Company's
products;
|
|
*
|
The Company's
dependence on third party manufacturers to manufacture and deliver its products;
|
|
*
|
The
seasonality of the Company's business as well as changes in consumer spending and economic
conditions;
|
|
*
|
The Company's
inability to anticipate market trends, enhance existing products or achieve market
acceptance of new products;
|
|
*
|
The Company's
inability to protect its intellectual property;
|
|
*
|
The decline in
consumer spending for retail products, such as the Company line of products;
|
|
*
|
Changes in
foreign laws and regulations and changes in the political and economic conditions in the
foreign countries in which the Company operates;
|
|
*
|
Changes in
accounting policies, rules and practices;
|
|
*
|
The effects of
competition; and
|
|
*
|
The other
factors listed under "Risk Factors" in the latest Annual Report on Form 10-K and
other filings with the SEC.
|
The forward-looking
statements appear in a number of places in this FORM 10-Q report have been formed by our
management on the basis of assumptions made by management and considered by management to
be reasonable. However, whether actual results and developments will meet the Company's
expectations and predictions depends on a number of known and unknown risks and
uncertainties and other factors, any or all of which could cause actual results,
performance or achievements to differ materially from Company's expectations, whether
expressed or implied by such forward looking statements. Our future operating results are
impossible to predict and no representation, guaranty, or warranty is to be inferred from
those forward-looking statements.
|
The assumptions used for
purposes of the forward-looking statements contained in this Form 10-Q report represents
estimates of future events and are subject to uncertainty as to possible changes in
economic, legislative, industry, and other circumstances. As a result, the identification
and interpretation of data and other information and their use in developing and selecting
assumptions from and among reasonable alternatives require the exercise of judgment. To
the extent that the assumed events do not occur, the outcome may vary substantially from
anticipated or projected results, and, accordingly, no opinion is expressed on the
achievability of those forward-looking statements. No assurance can be given that any of
the assumptions relating to the forward-looking statements in this Form 10-Q report are
accurate, and we assume no obligation to update any such forward-looking statements. If we
do update or correct one or more forward-looking statements, investors and others should
not conclude that we will make additional updates or corrections with respect to other
forward-looking statements.
|
4
PART I - FINANCIAL INFORMATION
ASIARIM CORPORATION
|
CONSOLIDATED BALANCE SHEETS
|
AS AT MARCH 31, 2011 AND
SEPTEMBER 30, 2010
|
(UNAUDITED)
|
|
|
Note
|
|
March 31
|
|
September 30
|
|
|
|
|
2010
|
|
2010
|
|
|
|
|
(unaudited)
|
|
(audited)
|
|
|
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
|
10,078
|
|
142,617
|
Accounts receivables
|
|
|
|
35,827
|
|
37,525
|
Other deposit
|
|
|
|
11,592
|
|
-
|
Inventory - resalable
goods
|
|
|
|
1,165
|
|
-
|
Total Current Assets
|
|
|
|
58,662
|
|
180,142
|
|
|
|
|
|
|
|
Long term assets:
|
|
|
|
|
|
|
Brand
|
|
8
|
|
2,658,254
|
|
2,658,254
|
Goodwill
|
|
8
|
|
2,148,000
|
|
2,148,000
|
|
|
|
|
4,806,254
|
|
4,806,254
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
4,864,916
|
|
4,986,396
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
Accounts payable
|
|
|
|
429,628
|
|
359,216
|
Other payable
|
|
5
|
|
1,403,087
|
|
1,071,474
|
Accrued expenses
|
|
|
|
335,862
|
|
275,288
|
Amount due to
shareholders
|
|
6
|
|
1,520,482
|
|
1,403,547
|
Amount due to former
subsidiary
|
|
|
|
4,960
|
|
3,715
|
Amount due to
directors
|
|
7
|
|
872,994
|
|
611,289
|
Total current
liabilities
|
|
|
|
4,567,013
|
|
3,724,529
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
4,567,013
|
|
3,724,529
|
|
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
|
|
Common stock, $0.001 par value, 75,000,000 shares
|
|
|
|
|
|
|
authorized, 29,535,000 (2010: 29,535,000) shares
|
|
|
|
|
|
|
issued and outstanding
|
|
4
|
|
29,535
|
|
29,535
|
|
|
|
|
|
|
|
Additional paid up
capital
|
|
4
|
|
2,294,175
|
|
2,294,175
|
Comprehensive income
|
|
|
|
(43,538)
|
|
91,744
|
Accumulated deficits
|
|
|
|
(1,934,929)
|
|
(1,148,302)
|
Non-controlling
interests
|
|
|
|
(47,340)
|
|
(5,285)
|
Total
stockholders' equity
|
|
|
|
297,903
|
|
1,261,867
|
|
|
|
|
|
|
|
Total liabilities
and stockholders' equity
|
|
|
|
4,864,916
|
|
4,986,396
|
|
|
|
|
|
|
|
See accompanying notes to the consolidated
financial statements
5
ASIARIM
CORPORATION
|
CONSOLIDATED STATEMENTS OF
OPERATIONS
|
FOR THE THREE MONTHS AND SIX
MONTHS ENDED MARCH 31, 2011 AND 2010
|
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
For
the Three
|
|
For
the Three
|
|
For
the Six
|
|
For
the Six
|
|
|
Months
Ended
|
|
Months
Ended
|
|
Months
Ended
|
|
Months
Ended
|
|
|
March
31,
|
|
March
31,
|
|
March
31,
|
|
March
31,
|
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
|
US$
|
|
US$
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
|
|
Net Revenues
|
|
198
|
|
200
|
|
198
|
|
9,612
|
Cost of Revenues
|
|
-
|
|
260
|
|
-
|
|
8,691
|
Gross Profits
|
|
198
|
|
(60)
|
|
198
|
|
921
|
|
|
|
|
|
|
|
|
|
Other General and
Administrative Expenses
|
|
451,296
|
|
649,846
|
|
785,242
|
|
683,837
|
Loss from
Operations
|
|
(451,098)
|
|
(649,906)
|
|
(785,044)
|
|
(682,916)
|
|
|
|
|
|
|
|
|
|
Other Income
/(Expenses)
|
|
|
|
|
|
|
|
|
Other income
|
|
(6,500)
|
|
-
|
|
(13,000)
|
|
-
|
Interests income
|
|
(2,088)
|
|
-
|
|
(4,073)
|
|
-
|
Interests expenses
|
|
31,350
|
|
23,030
|
|
60,711
|
|
23,030
|
Net Loss before
minority interest
|
|
(473,860)
|
|
(672,936)
|
|
(828,682)
|
|
(705,946)
|
Minority interest
|
|
24,113
|
|
-
|
|
42,055
|
|
13,442
|
Net Loss
|
|
(449,747)
|
|
(672,936)
|
|
(786,627)
|
|
(692,504)
|
|
|
|
|
|
|
|
|
|
Weighted Average
Basic and Diluted Shares Outstanding*
|
|
29,535,000
|
|
13,026,889
|
|
29,535,000
|
|
12,012,418
|
|
|
|
|
|
|
|
|
|
Loss
Per Share - basic and diluted (US$)
|
|
(0.00)
|
|
(0.00)
|
|
(0.00)
|
|
(0.00)
|
*
|
Basic and diluted weighted average number of shares is the same since the Company does not
have any dilutive securities.
|
See accompanying notes to the consolidated
financial statements
6
ASIARIM CORPORATION
|
CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY
|
FOR THE THREE MONTHS ENDED
MARCH 31, 2011
|
(UNAUDITED)
|
|
Common stock
Shares
|
|
Common stock Amount
|
|
Additional paid-in capital
|
|
Accumulated Deficits
|
|
Compre-
hensive income
|
|
Non-controlling interests
|
|
Total stockholder's
equity/ (deficit)
|
|
|
|
US$
|
|
US$
|
|
US$
|
|
US$
|
|
US$
|
|
US$
|
Balance at
September 30, 2008
|
11,020,000
|
|
11,000
|
|
9,200
|
|
(8,953)
|
|
-
|
|
-
|
|
11,247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification
|
-
|
|
20
|
|
(20)
|
|
-
|
|
-
|
|
-
|
|
-
|
Net loss
|
-
|
|
-
|
|
-
|
|
(46,090)
|
|
-
|
|
-
|
|
(46,090)
|
Non-controlling
interest
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(29,357)
|
|
(29,357)
|
At September 30,
2009
|
11,020,000
|
|
11,020
|
|
9,180
|
|
(55,043)
|
|
-
|
|
(29,357)
|
|
(64,200)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares
for services at $0.001 per share
|
310,000
|
|
310
|
|
-
|
|
-
|
|
-
|
|
-
|
|
310
|
Issuance of shares
for acquired subsidiary
|
18,205,000
|
|
18,205
|
|
2,284,995
|
|
-
|
|
-
|
|
-
|
|
2,163,200
|
Comprehensive
income
|
-
|
|
-
|
|
-
|
|
-
|
|
91,744
|
|
-
|
|
91,744
|
Net loss
|
-
|
|
-
|
|
-
|
|
(1,093,259)
|
|
-
|
|
-
|
|
(1,093,259)
|
Acquisition of
Commodore Asia Ltd & elimination
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
42,805
|
|
42,805
|
Non-controlling
interest
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(18,733)
|
|
(18,733)
|
At September 30,
2010
|
29,535,000
|
|
29,535
|
|
2,294,175
|
|
(1,148,302)
|
|
91,744
|
|
(5,285)
|
|
1,261,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income
|
-
|
|
-
|
|
-
|
|
-
|
|
63,335
|
|
-
|
|
63,335
|
Net loss
|
-
|
|
-
|
|
-
|
|
(336,880)
|
|
-
|
|
-
|
|
(336,880)
|
Non-controlling
interest
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(17,942)
|
|
(17,942)
|
At December 31,
2010
|
29,535,000
|
|
29,535
|
|
2,294,175
|
|
(1,485,182)
|
|
155,079
|
|
(23,227)
|
|
970,380
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income
|
-
|
|
-
|
|
-
|
|
-
|
|
(198,617)
|
|
-
|
|
(198,617)
|
Net loss
|
-
|
|
-
|
|
-
|
|
(449,747)
|
|
-
|
|
-
|
|
(449,747)
|
Non-controlling
interest
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(24,113)
|
|
(24,113)
|
At March 31, 2011
|
29,535,000
|
|
29,535
|
|
2,294,175
|
|
(1,934,929)
|
|
(43,538)
|
|
(47,340)
|
|
297,903
|
See accompanying notes to the consolidated
financial statements
7
ASIARIM CORPORATION
|
CONSOLIDATED STATEMENTS OF
CASH FLOWS
|
FOR THE SIX MONTHS ENDED MARCH
31, 2011 AND 2010
|
(UNAUDITED)
|
|
|
|
|
Six Months Ended March 31
|
|
|
|
|
2011
|
|
2010
|
|
|
Notes
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
Cash Flows from Operating
Activities:
|
|
|
|
|
|
|
Net Loss
|
|
|
(786,627)
|
|
(692,504)
|
Adjustments to Reconcile Net
Loss to Net Cash Used in Operating Activities:
|
|
|
|
|
|
|
Common stock issuance for services
|
|
|
-
|
|
310
|
Non-controlling interest - Minority interest
|
|
|
(42,055)
|
|
29,357
|
|
|
|
|
|
|
Changes in Assets and Liabilities:
|
|
|
|
|
|
Decrease / (Increase) in Accounts Receivable
|
|
|
1,698
|
|
(413,741)
|
Decrease in Due from a Related Party
|
|
|
-
|
|
29,855
|
Increase in Inventory - Resalable goods
|
|
|
(1,165)
|
|
(870)
|
Increase in Other Deposit
|
|
|
(11,592)
|
|
(1,350)
|
Increase in Accounts Payable
|
|
|
70,412
|
|
247,593
|
Increase in Accrued Expenses
|
|
|
60,574
|
|
229,925
|
Increase in Other Payable
|
|
|
331,611
|
|
509,070
|
Increase in Due to Directors
|
|
|
261,705
|
|
442,265
|
Increase in Due to Related Parties
|
|
|
116,936
|
|
1,863,212
|
Increase in Due to Former Subsidiary
|
|
|
1,245
|
|
-
|
|
|
|
|
|
|
Net Cash Provided by Operating Activities
|
|
|
2,742
|
|
2,243,122
|
|
|
|
|
|
|
|
Cash Flows from Investing
Activities:
|
|
|
|
|
|
|
Payment consideration for acquisition of
subsidiaries
|
|
|
-
|
|
(2,611,454)
|
Shares issuance for acquisition of subsidiaries
|
|
|
-
|
|
110,200
|
|
|
|
|
-
|
|
(2,501,254)
|
Cash Flows from Financing
Activities:
|
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase / (Decrease) in
Cash
|
|
|
|
2,742
|
|
(258,132)
|
Effect of exchange rate
changes on cash and cash equivalents
|
|
|
|
(135,281)
|
|
242,911
|
Cash - Beginning of Year
|
|
|
|
142,617
|
|
7,388
|
Cash - End of Year
|
|
|
|
10,078
|
|
(7,833)
|
|
|
|
|
|
|
|
Supplemental Disclosures of
Cash Flow
|
|
|
|
|
|
|
Interest Paid
|
|
|
60,711
|
|
23,030
|
Income Taxes Paid
|
|
|
-
|
|
-
|
See accompanying notes to the consolidated
financial statements
8
ASIARIM CORPORATION
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
|
Asiarim Corporation (the
"Company") is a Nevada corporation, incorporated on June 15, 2007. The Company's
planned principal operations have commenced. The Company was no longer a development stage
enterprise in accordance with the Accounting Standards Codification ASC 915
"Development Stage Entity". The Company's office is located in Oldenzaal, The
Netherlands and in Hong Kong SAR, China and its principal business is the sale and
distribution of computer, telecom, gaming, multimedia products and devices under the brand
name "Commodore".
|
2. UNCERTAINTY OF ABILITY TO CONTINUE AS A
GOING CONCERN
|
The Company's financial
statements are prepared using the generally accepted accounting principles applicable to a
going concern, which contemplates the realization of assets and liquidation of liabilities
in the normal course of business. The Company has not generated significant revenues since
inception and has never paid any dividends and is unlikely to pay dividends or generate
significant earnings in the immediate or foreseeable future. The continuation of the
Company as a going concern is dependent upon the ability of the Company to obtain
necessary equity or capital financing to continue operations and the attainment of
profitable operations. The management will seek to raise funds from strategic investors
and or the shareholders.
|
For the three
months ended March 31, 2011, the Company has generated operation loss of $449,747 and has
incurred an accumulated deficit $1,934,929. As of March 31, 2011, its current liabilities
exceed its current assets by $4,508,351, which may not be sufficient to pay for the
operating expenses in the next 12 months. These financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary should the Company be unable to
continue as a going concern. These factors noted above raise substantial doubts regarding
the Company ' s ability to continue as a going concern.
|
3. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
|
Basis of Presentation
|
The accompanying unaudited
interim consolidated financial statements have been prepared in accordance with accounting
principals generally accepted in the United States of America and the rules of the U.S.
Securities and Exchange Commission, and should be read in conjunction with the audited
financial statements and notes thereto for the year ended September 30, 2010. They do not
include all information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. However, except as
disclosed herein, there has been no material change in the information disclosed in the
notes to the financial statements for the year ended September 30, 2010 included in the
Company Form 10-K filed with the Securities and Exchange Commission. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation of financial position and results of operations for the interim
period presented have been included. Operating results for the interim period are not
necessary indicative of the results that may be expected for the respective full year.
|
9
ASIARIM CORPORATION
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
|
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
Principles of
Consolidation
|
The consolidated financial
statements for the period ended March 31, 2011 include the financial statements of the
Company, its 100% subsidiary Commodore Asia Electronics Limited ("Commodore
Electronics"), C= Holdings B.V. ("C= Holdings), Commodore Licensing B.V.
("Commodore Licensing"), Commodore Europe B.V., Commodore Gaming Limited,
Commodore North America Inc, Asiarim UK Limited, and its 51% interests in Commodore Asia
Limited ("Commodore Asia JV").
The results of subsidiaries acquired or
sold during the year are consolidated from their effective dates of acquisition or through
their effective dates of disposition, respectively. All significant inter-company
transactions and balances have been eliminated on consolidation.
|
The Company's subsidiaries
and affiliated companies and their principal activities as of March 31, 2011 are
summarized as follows:
|
Company Name
|
Place of Incorporation of Organization
--------------------
|
Attributable
Equity Interest
--------------------
|
Principal
Activities
--------------------
|
|
|
|
|
Commodore Asia Electronics
Limited ("Commodore Electronic")
|
Hong Kong
|
100%
|
Management and Investment Holding
|
|
|
|
|
C=Holdings B.V. ("C=
Holdings")
|
Netherlands
|
100%
|
Brand Holding
|
|
|
|
|
Commodore Licensing B.V.
("Commodore Licensing")
|
Netherlands
|
100%
|
Brand Licensing
|
|
|
|
|
Commodore Europe B.V.
("Commodore Europe")
|
Netherlands
|
100%
|
Inactive
|
|
|
|
|
Commodore Asia Limited
("Commodore Asia JV")
|
Hong Kong
|
51%
|
Product Design, Sourcing &
distribution
|
Commodore Gaming Limited
|
Hong Kong
|
100%
|
Inactive
|
Commodore North America Inc.
|
USA
|
100%
|
Inactive
|
Asiarim UK Limited
|
UK
|
100%
|
Investment Holding
|
Use of Estimates
|
The preparation of
financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
|
10
ASIARIM CORPORATION
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
|
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
Basic and Diluted Net Income (Loss) Per
Share
|
The Company computes net
income (loss) per share in accordance with Accounting Standards Codification ASC 260
"Earnings Per Share" formerly SFAS No. 128. "Earnings per Share" . ASC
260 requires presentation of both basic and diluted earnings per Share (EPS) on the face
of the income statement. Basic EPS is computed by dividing net income (loss) available to
common shareholders (numerator) by the weighted average number of shares outstanding
(denominator) during the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method and convertible
preferred stock using the if-converted method. In computing diluted EPS, the average stock
price for the period is used in determining the number of shares assumed to be purchased
from the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti dilutive.
|
Fair Value Measurements and Disclosures
|
ASC 820 "Fair Value
Measurements and Disclosures" codified SFAS No. 107, "Disclosures about Fair
Value of Financial Instruments". ASC 820 applies to all entities, transactions, and
instruments that require or permit fair value measurements, with specific exceptions and
qualifications. The Company is required to disclose estimated fair values of financial
instruments. Unless otherwise indicated, the fair values of all reported assets and
liabilities, which represent financial instruments, none of which are held for trading
purposes, approximate are carrying values of such amounts.
|
Cash and Cash Equivalents
|
The Company considers all
liquid investments with a maturity of three months or less from the date of purchase that
are readily convertible into cash to be cash equivalents.
|
Inventories
|
Inventories are stated at
the lower of cost or market, cost being determined on the first-in, first-out method.
Inventories are written down if the estimated net realizable value is less than the
recorded value.
|
Intangible Assets
|
The Company evaluates
intangible assets for impairment, at least on an annual basis and whenever events or
changes in circumstances indicate that the carrying value may not be recoverable from its
estimated future cash flows. Recoverability of intangible assets and goodwill is measured
by comparing their net book value to the related projected undiscounted cash flows from
these assets, considering a number of factors including past operating results, budgets,
economic projections, market trends and product development cycles. If the net book value
of the asset exceeds the related undiscounted cash flows, the asset is considered
impaired, and a second test is performed to measure the amount of impairment loss.
|
The Company's intangible
asset with an indefinite useful life is the brand trademark. At March 31, 2011, the
Company had approximately $2,658,254 of trademark, accounting for approximately 55% of the
Company's total assets. An intangible asset with an indefinite useful life is not
amortized until its useful life is determined to be no longer indefinite. The Company
reviews its indefinite useful life intangible assets for impairment annually to determine
whether events and circumstances continue to support the indefinite useful life and the
fair value with its carrying amount. If and when an intangible asset is determined to no
longer have an indefinite useful life, the asset shall then be amortized prospectively
over its estimated remaining useful life and accounted for in the same manner as other
intangible assets that are subject to amortization. The impairment test consists of a
comparison of the fair value of the intangible assets with its carrying amount. If the
carrying amount of an intangible asset exceeds its fair value, an impairment loss shall be
recognized in an amount equal to that excess.
|
11
ASIARIM CORPORATION
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
|
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
Income Tax
|
The Company accounts for
income taxes under ASC 740 "Income Taxes" which codified SFAS 109,
"Accounting for Income Taxes." Under the asset and liability method of ASC 740,
deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statements 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. Under ASC 740,
the effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period the enactment occurs. A valuation allowance is provided for
certain deferred tax assets if it is more likely than not that the Company will not
realize tax assets through future operations.
|
Revenue Recognition
|
The Company recognizes its
revenue in accordance with the Securities and Exchange Commissions ("SEC") Staff
Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements "
("SAB 104 " ). Revenue is recognized upon shipment, provided that evidence of an
arrangement exists, title and risk of loss have passed to the customer, fees are fixed or
determinable and collection of the related receivable is reasonably assured. Revenue is
recorded net of estimated product returns, which is based upon the Company ' s return
policy, sales agreements, management estimates of potential future product returns related
to current period revenue, current economic trends, changes in customer composition and
historical experience.
|
Stock-based Compensation
|
ASC 718 "Compensation
- Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting
standards for all stock-based payments award to employees, including employee stock
options, restricted stock, employee stock purchase plans and stock appreciation rights,
may be classified as either equity or liabilities. The Company should determine if a
present obligation to settle the share-based payment transaction in cash or other assets
exists. A present obligation to settle in cash or other assets exists if: (a) the option
to settle by issuing equity instruments lacks commercial substance or (b) the present
obligation is implied because of an entity's past practices or stated policies. If a
present obligation exists, the transaction should be recognized as a liability; otherwise,
the transaction should be recognized as equity.
The Company accounts for stock-based
compensation issued to non-employees and consultants in accordance with the provisions of
ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123
and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"),
"Accounting for Equity Instruments that are Issued to Other Than Employees for
Acquiring or in Conjunction with Selling, Goods or Services". Measurement of
share-based payment transactions with non-employees shall be based on the fair value of
whichever is more reliably measurable: (a) the goods or services received; or (b) the
equity instruments issued. The fair value of the share-based payment transaction should be
determined at the earlier of performance commitment date or performance completion date.
|
12
ASIARIM CORPORATION
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
|
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
Issuance of Shares for Service
|
The Company accounts for
the issuance of equity instruments to acquire goods and services based on the fair value
of the goods and services or the fair value of the equity instrument at the time of
issuance, whichever is more reliably measurable.
|
Employees' Benefits and Pension
Obligations
|
Mandatory contributions of
five percent of gross salary payments, subject to certain minimum and maximum levels, are
made to defined contribution Mandatory Provident Fund schemes ("MPF schemes")
pursuant to the laws of Hong Kong. These contributions are charged to expense in the same
period as the related salary cost. Total contributions made by the Hong Kong subsidiary
company to the MPF schemes were $1,108 and $1,087 for the six month ended March 31, 2011
and 2010, respectively.
|
Segmented Reporting
|
The Company operates in
two reportable segments. FASB ASC 280-10 (SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information"), establishes standards for the way that
public business enterprises report information about operating segments in their annual
consolidated financial statements. Operating segments are components of an enterprise
about which separate financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in assessing
performance. The Company's operations segments include business consulting services and
trading of computers.
|
Foreign Currency
Translation
|
The Company ' s functional
and reporting currency is the United States dollar. The accounts of the Company's Hong
Kong and China subsidiaries are maintained, in the Hong Kong dollars (HKD) and Chinese
Renminbi, respectively. The accounts of the Company's Netherlands subsidiaries are
maintained in Euro. The accounts of the Company's United Kingdom subsidiary are maintained
in Sterling Pound. Such financial statements are translated into U.S. Dollars (USD) in
accordance with ASC 830 "Foreign Currency Translation" which codified Statement
of Financial Accounts Standards ("SFAS") No. 52, "Foreign Currency
Translation," with the respective currency as the functional currency. According to
the Statement, all assets and liabilities were translated at the exchange rate on the
balance sheet date, stockholder's equity are translated at the historical rates and
statement of operations items are translated at the weighted average exchange rate for the
year. The resulting translation adjustments are reported under other comprehensive income
in accordance with SFAS No. 130, "Reporting Comprehensive Income. As of March 31,
2011, the comprehensive income was $43,538 (March 31, 2010: $242,911).
|
13
ASIARIM CORPORATION
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
|
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
Recently Implemented Standards
|
ASC 105,
Generally
Accepted Accounting Principles
("ASC 105") (formerly Statement of Financial
Accounting Standards No. 168,
The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162
)
reorganized by topic existing accounting and reporting guidance issued by the Financial
Accounting Standards Board ("FASB") into a single source of authoritative
generally accepted accounting principles ("GAAP") to be applied by
nongovernmental entities. All guidance contained in the Accounting Standards Codification
("ASC") carries an equal level of authority. Rules and interpretive releases of
the Securities and Exchange Commission ("SEC") under authority of federal
securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly,
all other accounting literature will be deemed "non-authoritative". ASC 105 is
effective on a prospective basis for financial statements issued for interim and annual
periods ending after September 15, 2009. The Company has implemented the guidance
included in ASC 105 as of July 1, 2009. The implementation of this guidance changed
the Company's references to GAAP authoritative guidance but did not impact the Company's
financial position or results of operations.
|
ASC 855, Subsequent Events
("ASC 855") (formerly Statement of Financial Accounting Standards No. 165,
Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is
consistent with current auditing standards in defining a subsequent event. Additionally,
the guidance provides for disclosure regarding the existence and timing of a company's
evaluation of its subsequent events. ASC 855 defines two types of subsequent events,
"recognized" and "non-recognized". Recognized subsequent events
provide additional evidence about conditions that existed at the date of the balance sheet
and are required to be reflected in the financial statements. Non-recognized subsequent
events provide evidence about conditions that did not exist at the date of the balance
sheet but arose after that date and, therefore; are not required to be reflected in the
financial statements. However, certain non-recognized subsequent events may require
disclosure to prevent the financial statements from being misleading. This guidance was
effective prospectively for interim or annual financial periods ending after June 15,
2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009.
The effect of implementing this guidance was not material to the Company's financial
position or results of operations.
|
ASC 944, Financial
Services - Insurance ("ASC 944") contains guidance that was previously issued by
the FASB in May 2008 as Statement of Financial Accounting Standards No. 163,
Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB
Statement No. 60 that provides for changes to both the recognition and measurement of
premium revenues and claim liabilities for financial guarantee insurance contracts that do
not qualify as a derivative instrument in accordance with ASC 815, Derivatives and Hedging
(formerly included under Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities). This financial guarantee
insurance contract guidance also expands the disclosure requirements related to these
contracts to include such items as a company's method of tracking insured financial
obligations with credit deterioration, financial information about the insured financial
obligations, and management's policies for placing and monitoring the insured financial
obligations. ASC 944, as it relates to financial guarantee insurance contracts, was
effective for fiscal years beginning after December 15, 2008, except for certain
disclosures related to the insured financial obligations, which were effective for the
third quarter of 2008. The Company does not have financial guarantee insurance products,
and, accordingly, the implementation of this portion of ASC 944 did not have an effect on
the Company's results of operations or financial position.
|
14
ASIARIM CORPORATION
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
|
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
ASC 805, Business
Combinations ("ASC 805") (formerly included under Statement of Financial
Accounting Standards No. 141 (revised 2007), Business Combinations) contains guidance
that was issued by the FASB in December 2007. It requires the acquiring entity in a
business combination to recognize all assets acquired and liabilities assumed in a
transaction at the acquisition-date fair value, with certain exceptions. Additionally, the
guidance requires changes to the accounting treatment of acquisition related items,
including, among other items, transaction costs, contingent consideration, restructuring
costs, indemnification assets and tax benefits. ASC 805 also provides for a substantial
number of new disclosure requirements. ASC 805 also contains guidance that was formerly
issued as FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a
Business Combination That Arise from Contingencies which was intended to provide
additional guidance clarifying application issues regarding initial recognition and
measurement, subsequent measurement and accounting, and disclosure of assets and
liabilities arising from contingencies in a business combination. ASC 805 was effective
for business combinations initiated on or after the first annual reporting period
beginning after December 15, 2008. The Company implemented this guidance effective
January 1, 2009. Implementing this guidance did not have an effect on the Company's
financial position or results of operations; however it will likely have an impact on the
Company's accounting for future business combinations, but the effect is dependent upon
acquisitions, if any, that are made in the future.
|
ASC 810, Consolidation
("ASC 810") includes new guidance issued by the FASB in December 2007 governing
the accounting for and reporting of noncontrolling interests (previously referred to as
minority interests). This guidance established reporting requirements which include, among
other things, that noncontrolling interests be reflected as a separate component of
equity, not as a liability. It also requires that the interests of the parent and the
noncontrolling interest be clearly identifiable. Additionally, increases and decreases in
a parent's ownership interest that leave control intact shall be reflected as equity
transactions, rather than step acquisitions or dilution gains or losses. This guidance
also requires changes to the presentation of information in the financial statements and
provides for additional disclosure requirements. ASC 810 was effective for fiscal years
beginning on or after December 15, 2008. The Company implemented this guidance as of
January 1, 2009. The effect of implementing this guidance was not material to the
Company's financial position or results of operations.
|
ASC 825, Financial
Instruments ("ASC 825") includes guidance which was issued in February 2007 by
the FASB and was previously included under Statement of Financial Accounting Standards No. 159,
The Fair Value Option for Financial Assets and Financial Liabilities Including an
amendment of FASB Statement No. 115. The related sections within ASC 825 permit a
company to choose, at specified election dates, to measure at fair value certain eligible
financial assets and liabilities that are not currently required to be measured at fair
value. The specified election dates include, but are not limited to, the date when an
entity first recognizes the item, when an entity enters into a firm commitment or when
changes in the financial instrument causes it to no longer qualify for fair value
accounting under a different accounting standard. An entity may elect the fair value
option for eligible items that exist at the effective date. At that date, the difference
between the carrying amounts and the fair values of eligible items for which the fair
value option is elected should be recognized as a cumulative effect adjustment to the
opening balance of retained earnings. The fair value option may be elected for each entire
financial instrument, but need not be applied to all similar instruments. Once the fair
value option has been elected, it is irrevocable. Unrealized gains and losses on items for
which the fair value option has been elected will be reported in earnings. This guidance
was effective as of the beginning of fiscal years that began after November 15, 2007.
The Company does not have eligible financial assets and liabilities, and, accordingly, the
implementation of ASC 825 did not have an effect on the Company's results of operations or
financial position.
|
15
ASIARIM CORPORATION
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
|
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
ASC 820, Fair Value
Measurements and Disclosures ("ASC 820") (formerly included under Statement of
Financial Accounting Standards No. 157, Fair Value Measurements) includes guidance
that was issued by the FASB in September 2006 that created a common definition of fair
value to be used throughout generally accepted accounting principles. ASC 820 applies
whenever other standards require or permit assets or liabilities to be measured at fair
value, with certain exceptions. This guidance established a hierarchy for determining fair
value which emphasizes the use of observable market data whenever available. It also
required expanded disclosures which include the extent to which assets and liabilities are
measured at fair value, the methods and assumptions used to measure fair value and the
effect of fair value measures on earnings. ASC 820 also provides additional guidance for
estimating fair value when the volume and level of activity for the asset or liability
have significantly decreased. The emphasis of ASC 820 is that fair value is the price that
would be received to sell an asset or paid to transfer a liability in an orderly
transaction between willing market participants, under current market conditions. ASC 820
also further clarifies the guidance to be considered when determining whether or not a
transaction is orderly and clarifies the valuation of securities in markets that are not
active. This guidance includes information related to a company's use of judgment, in
addition to market information, in certain circumstances to value assets which have
inactive markets.
|
Fair value guidance in ASC
820 was initially effective for fiscal years beginning after November 15, 2007 and
for interim periods within those fiscal years for financial assets and liabilities. The
effective date of ASC 820 for all non-recurring fair value measurements of nonfinancial
assets and nonfinancial liabilities was fiscal years beginning after November 15,
2008. Guidance related to fair value measurements in an inactive market was effective in
October 2008 and guidance related to orderly transactions under current market conditions
was effective for interim and annual reporting periods ending after June 15, 2009.
|
The Company applied the
provisions of ASC 820 to its financial assets and liabilities upon adoption at January 1,
2008 and adopted the remaining provisions relating to certain nonfinancial assets and
liabilities on January 1, 2009. The difference between the carrying amounts and fair
values of those financial instruments held upon initial adoption, on January 1, 2008,
was recognized as a cumulative effect adjustment to the opening balance of retained
earnings and was not material to the Company's financial position or results of
operations. The Company implemented the guidance related to orderly transactions under
current market conditions as of April 1, 2009, which also was not material to the
Company's financial position or results of operations.
|
In August 2009, the FASB
issued ASC Update ("ASU") No. 2009-05,
Fair Value Measurements and
Disclosures (Topic 820): Measuring Liabilities at Fair Value
("ASC Update No. 2009-05").
This update amends ASC 820,
Fair Value Measurements and Disclosures
and provides
further guidance on measuring the fair value of a liability. The guidance establishes the
types of valuation techniques to be used to value a liability when a quoted market price
in an active market for the identical liability is not available, such as the use of an
identical or similar liability when traded as an asset. The guidance also further
clarifies that a quoted price in an active market for the identical liability at the
measurement date and the quoted price for the identical liability when traded as an asset
in an active market when no adjustments to the quoted price of the asset are required are
both Level 1 fair value measurements. If adjustments are required to be applied to the
quoted price, it results in a level 2 or 3 fair value measurement. The guidance provided
in the update is effective for the first reporting period (including interim periods)
beginning after issuance. The Company does not expect that the implementation of ASC
Update No. 2009-05 will have a material effect on its financial position or results
of operations.
|
16
ASIARIM CORPORATION
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
|
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
Recently Issued Standards
|
In September 2009, the
FASB issued ASC Update ("ASU") No. 2009-12,
Fair Value Measurements and
Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value
per Share (or Its Equivalent)
("ASC Update No. 2009-12"). This update
sets forth guidance on using the net asset value per share provided by an investee to
estimate the fair value of an alternative investment. Specifically, the update permits a
reporting entity to measure the fair value of this type of investment on the basis of the
net asset value per share of the investment (or its equivalent) if all or substantially
all of the underlying investments used in the calculation of the net asset value is
consistent with ASC 820. The update also requires additional disclosures by each major
category of investment, including, but not limited to, fair value of underlying
investments in the major category, significant investment strategies, redemption
restrictions, and unfunded commitments related to investments in the major category. The
amendments in this update are effective for interim and annual periods ending after
December 15, 2009 with early application permitted. The Company does not expect that
the implementation of ASC Update No. 2009-12 will have a material effect on its
financial position or results of operations.
|
In October 2009, the FASB
issued ASU No. 2009-13,
Revenue Recognition (Topic 605): Multiple-Deliverable Revenue
Arrangements
(a consensus of the FASB Emerging Issues Task Force
)."
("ASC Update No. 2009-13). This updates set forth the guidance on the existing
multiple-element arrangement currently in FASB Topic 605-25 (Revenue Recognition -
Multiple-Element Arrangements). This new guidance eliminates the requirement that all
undelivered elements have objective evidence of fair value before a company can recognize
the portion of the overall arrangement fee that is attributable to the items that have
already been delivered. Further, companies will be required to allocate revenue in
arrangements involving multiple deliverables based on the estimated selling price of each
deliverable, even though such deliverables are not sold separately by either company
itself or other vendors. This new guidance also significantly expands the disclosures
required for multiple-element revenue arrangements. The revised guidance will be effective
for the first annual period beginning on or after June 15, 2010. The Company does not
expect that the implementation of ASU No. 2009-13 will have a material effect on its
financial statements.
|
In June 2009, FASB issued
Statement of Financial Accounting Standards No. 167,
Amendments to FASB
Interpretation No. 46(R)
("Statement No. 167"). Statement No. 167
amends FASB Interpretation No. 46R,
Consolidation of Variable Interest Entities an
interpretation of ARB No. 51
("FIN 46R") to require an analysis to
determine whether a company has a controlling financial interest in a variable interest
entity. This analysis identifies the primary beneficiary of a variable interest entity as
the enterprise that has a) the power to direct the activities of a variable interest
entity that most significantly impact the entity's economic performance and b) the
obligation to absorb losses of the entity that could potentially be significant to the
variable interest entity or the right to receive benefits from the entity that could
potentially be significant to the variable interest entity. The statement requires an
ongoing assessment of whether a company is the primary beneficiary of a variable interest
entity when the holders of the entity, as a group, lose power, through voting or similar
rights, to direct the actions that most significantly affect the entity's economic
performance. This statement also enhances disclosures about a company's involvement in
variable interest entities. Statement No. 167 is effective as of the beginning of the
first annual reporting period that begins after November 15, 2009. Although Statement
No. 167 has not been incorporated into the Codification, in accordance with ASC 105,
the standard shall remain authoritative until it is integrated. The Company does not
expect the adoption of Statement No. 167 to have a material impact on its financial
position or results of operations.
|
17
ASIARIM CORPORATION
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
|
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
Recently Issued Standards (Continued)
|
In June 2009, the FASB
issued Statement of Financial Accounting Standards No. 166,
Accounting for
Transfers of Financial Assets an amendment of FASB Statement No. 140
("Statement No. 166"). Statement No. 166 revises FASB Statement of
Financial Accounting Standards No. 140,
Accounting for Transfers and
Extinguishment of Liabilities a replacement of FASB Statement 125
("Statement No. 140")
and requires additional disclosures about transfers of financial assets, including
securitization transactions, and any continuing exposure to the risks related to
transferred financial assets. It also eliminates the concept of a "qualifying
special-purpose entity", changes the requirements for derecognizing financial assets,
and enhances disclosure requirements. Statement No. 166 is effective prospectively,
for annual periods beginning after November 15, 2009, and interim and annual periods
thereafter. Although Statement No. 166 has not been incorporated into the
Codification, in accordance with ASC 105, the standard shall remain authoritative until it
is integrated. The Company does not expect the adoption of Statement No. 166 will
have a material impact on its financial position or results of operations.
|
In January 2010, the
Financial Accounting Standards Board ("FASB") issued an accounting standard
update, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about
Fair Value Measurements. The Update would affect all entities that are required to make
disclosures about recurring and nonrecurring fair value measurements. The Board concluded
that users will benefit from improved disclosures in this Update and that the benefits of
the increased transparency in financial reporting will outweigh the costs of complying
with the new requirements. The new disclosures and clarifications of existing disclosures
are effective for interim and annual reporting periods beginning after December 15, 2009,
except for the disclosures about purchases, sales, issuances, and settlements in the roll
forward of activity in Level 3 fair value measurements. Those disclosures are effective
for fiscal years beginning after December 31, 2010, and for interim periods within those
fiscal years. We are currently evaluating the impact this update will have on our
financial statements.
|
In January 2010, the
Financial Accounting Standards Board ("FASB") issued an accounting standard
update to address implementation issues related to the changes in ownership provisions in
the Consolidation-Overall Subtopic (Subtopic 810-10) of the
FASB Accounting Standards
Codification™
, originally issued as FASB Statement No. 160
, Noncontrolling
Interests in Consolidated Financial Statements.
Subtopic 810-10 establishes the
accounting and reporting guidance for noncontrolling interests and changes in ownership
interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the
entity ceases to have a controlling financial interest in the subsidiary. Upon
deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction
and measures any retained investment in the subsidiary at fair value. The gain or loss
includes any gain or loss associated with the difference between the fair value of the
retained investment in the subsidiary and its carrying amount at the date the subsidiary
is deconsolidated. In contrast, an entity is required to account for a decrease in its
ownership interest of a subsidiary that does not result in a change of control of the
subsidiary as an equity transaction.
|
18
ASIARIM CORPORATION
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
|
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
Recently Issued Standards (Continued)
|
In December 2009, the
Financial Accounting Standards Board ("FASB") issued an accounting standard
update for improvements to financial reporting by enterprises involved with Variable
Interest Entities. The subsections clarify the application of the General Subsections to
certain legal entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the legal
entity to finance its activities without additional subordinated financial support [FIN
46(R), paragraph 1, sequence 55.1] or, as a group, the holders of the equity investment at
risk lack any one of the following three characteristics: [FIN 46(R), paragraph 1,
sequence 55.2:
|
a. The power, through
voting rights or similar rights, to direct the activities of a legal entity that most
significantly impact the entity's economic performance [FIN 46(R), paragraph 1, sequence
55.2.1];
|
b. The obligation to
absorb the expected losses of the legal entity [FIN 46(R), paragraph 1, sequence 55.2.2];
|
c. The right to receive
the expected residual returns of the legal entity. [FIN 46(R), paragraph 1, sequence
55.2.3].
|
The amendments in this
update to the Accounting Standards Codification are the result of FASB Statement No. 167,
Amendments to FASB Interpretation No. 46(R). The adoption of this update to improving the
financial reporting by enterprises involved with Variable Interest Entities, as codified
in ASC 810, did not have any impact on the Company's financial statements.
|
In December 2009, the
Financial Accounting Standards Board ("FASB") issued an accounting standard
update, Transfers and Servicing (Topic 860) Accounting for Transfers of Financial Assets.
The amendments in this update to the Accounting Standards Codification are the result of
FASB Statement No. 166,
Accounting for Transfers of Financial Assets
. The adoption
of this update did not have any impact on the Company's financial statements.
|
The FASB has issued FASB
Accounting Standards Update (ASU) No. 2010-22, Accounting for Various Topics. ASU 2010-22
amends various SEC paragraphs in the FASB Accounting Standards CodificationTM
(Codification) based on external comments received and the issuance of Staff Accounting
Bulletin (SAB) No. 112 , which amends or rescinds portions of certain SAB topics.
Specifically, SAB 112 was issued to bring existing SEC guidance into conformity with:
Codification Topic 805, Business Combinations (originally issued as FASB Statement No. 141
(Revised December 2007), Business Combinations); and Codification Topic 810, Consolidation
(originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated
Financial Statements).
|
The FASB has issued ASU
2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma
Information for Business Combinations. This amendment affects any public entity as defined
by Topic 805, Business Combinations that enters into business combinations that are
material on an individual or aggregate basis. The comparative financial statements should
present and 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. The amendments also expand the
supplemental pro forma disclosures to include a description of the nature and amount of
material, nonrecurring pro forma adjustments directly attributable to the business
combination included in the reported pro forma revenue and earnings. The amendments are
effective prospectively for business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after December
15, 2010. The adoption of the ASU 2010-29 will not have material impact to the financial
statements of the Company.
|
19
ASIARIM CORPORATION
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
|
In January 2010, the
Company issued a total of 310,000 shares for services provided to the Company and as part
of the compensation agreement to a former executive of Commodore Licensing.
|
On January 6 2010 the
Company issued 11,020,000 shares in the Company in respect of the Participation Agreement
to acquire a 100% interests in Commodore Licensing and a 49% interests in C= Holdings. On
June 30, 2010, the Company issued an additional 4,500,000 shares in respect of an Addendum
to the Participation Agreement relating to an adjustment to the initial Participation
Agreement.
|
On July 1, 2010 the
Company issued 2,685,000 shares of the Company to Ascenda Corporation for the
participation in the joint venture company to be engaged in the business of design,
sourcing, procurement, trade finance and product support for certain computer and mobile
(smart) phone products, from time to time, under the brand name "Commodore".
|
|
March 31
2011
|
|
September 30
|2010
|
|
(Unaudited)
|
|
(Audited)
|
|
US$
|
|
US$
|
|
|
|
|
Payroll tax payable
|
37,613
|
|
29,848
|
Recco Beheer BV (i)
|
142,070
|
|
136,480
|
Willhemus Maria Ebben
(ii)
|
405,197
|
|
374,178
|
Jan Hoogstrate (iii)
|
405,197
|
|
374,178
|
Income tax payable
|
250,551
|
|
156,573
|
Others
|
162,459
|
|
217
|
|
1,403,087
|
|
1,071,474
|
i) The amount due to Recco Beheer B.V. is payable on demand, bears no interests and
secured against the shares of Commodore Licensing. Refer to Note 10(i).
ii) The amount due to Wilhemus Maria Ebben
is payable on demand, bears interests at 8% per annum and unsecured.
iii) The amount due to Jan Hoogstrate is
payable on demand, bears interests at 8% per annum, and unsecured.
|
20
ASIARIM CORPORATION
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
|
6. AMOUNT DUE TO SHAREHOLDERS
|
|
March 31
2011
|
|
September 30
2010
|
|
(Unaudited)
|
|
(Audited)
|
Name
|
US$
|
|
US$
|
|
|
|
|
Reunite Investments
Inc. (Note i)
|
600,202
|
|
582,003
|
Due to former
executive (Note ii)
|
320,000
|
|
340,000
|
Due to executive
(Note iii)
|
600,280
|
|
481,544
|
|
1,520,482
|
|
1,403,547
|
The above related parties are all shareholders of the Company.
i) The amount due to Reunite Investments Inc. is secured against
certain pledges of the Company's subsidiaries as set out in Note 10.
ii) On January 6, 2010 the Company entered
into a compensation agreement with a former representative of Commodore Licensing, namely
SPby Design for previous costs incurred in developing the market. Under the agreement, the
Company shall pay a total compensation of $350,000 which shall be paid as to $75,000 on or
before March 1, 2010 $75,000 on or before May 1, 2010 and $200,000 by July 1, 2010 and
issuance of 250,000 common stock in the Company. During the period, the Company paid
$20,000.
iii) The amount due to Mr. van Os, a
director of our European operation, is unsecured, bears interests at 8% per annum and
payable on demand.
|
21
ASIARIM CORPORATION
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
|
7. RELATED PARTY TRANSACTIONS
|
As of March 31, 2011 and
September 30, 2010, the amounts due to directors were $872,994 and $611,289, respectively.
The amounts due to directors of $872,994 as at March 31, 2011 are i) unsecured, ii)
non-interest bearing except for $281,780 (Euro198,339) bearing 8% interests, and iii)
payable on demand. The amounts due to directors of $611,289 as at September 30, 2010 are
i) unsecured, ii) non-interest bearing except for $265,399 (Euro194,460) bearing 8%
interests, and iii) payable on demand, except for $31,000 which is payable on December 31,
2010. For the six months ended March 31, 2011 the Company recorded an interest payable of
$10,645 (Euro 7,791) on the amounts due to directors.
|
During the six months
ended March 31, 2011 and the year ended September 30, 2010, the Group had the following
transactions with related parties:
|
|
a
|
Mr. Te Hwai
Ho, director and former President of the Company received $6,000 for the year ended
September 30, 2010;
|
|
b
|
Mr. Ben van
Wijhe is entitled to receive a total remuneration of $91,608 for his services to the Group
for the three months ended December 31, 2010 and $246,375 for the year ended September 30,
2010 and he agreed to accrue his remuneration until the Group receives sufficient funding
for its operations; and
|
|
c
|
The Group
recorded interests expense of $5,200 (Euro3,879) for the three months ended December 31,
2010 relating to amounts due to a Director.
|
In January 2010, our
president and director, Mr. Ben van Wijhe received 3,673,333 shares of the Company
pursuant to the Participation Agreement and in June 2010, Mr. Wijhe received a further
1,500,000 shares under the Addendum Participation Agreement. For further details of this
transaction, refer to Note 4.
|
As announced in a Form 8K
filed on July 8, 2010, on July 1, 2010, the Company issued 2,685,000 shares of the Company
to Ascenda Corporation, a company owned by our director, Mr. Donald Ruan. For further
details of this transaction, refer to Note 4 and 10(vi).
|
22
ASIARIM CORPORATION
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
|
No provision was made for
income tax for the six months ended March 31, 2011 and for the year ended September 30,
2010 as the Company and its subsidiary had operating losses. For the six months ended
March 31, 2011 and year ended September 30, 2010, the Company and its subsidiary incurred
net operating losses for tax purposes of approximately $786,627 and $1,093,259,
respectively. Total net operating losses carried forward at March 31, 2011, (i) for
Federal and State purposes were $477,190 and $477,190, respectively and (ii) for its
entities outside of the United States were $1,457.739 for the period ended March 31, 2011.
The net operating loss carry-forward may be used to reduce taxable income through the year
2026. The availability of the Company's net operating loss carry-forwards is subject to
limitation if there is a 50% or more change in the ownership of the Company's stock.
|
There was no significant
difference between reportable income tax and statutory income tax. The gross deferred tax
asset balance as of March 31, 2011 was approximately $377,037 of which $71,579 was for US
federal income tax and $121,487 was for Hong Kong income tax and $183,971 was for
Netherlands income tax. A 100% valuation allowance has been established against the
deferred tax asset, as the utilization of the loss carry-forwards cannot reasonably be
assured.
|
As reconciliation between
the income taxes computed at the United States and Hong Kong statutory rate and the
Group's provision for income taxes is as follows:
|
|
|
|
March 31, 2011
|
|
|
|
|
United States
federal income tax rate
|
|
|
15%
|
Valuation
allowance-US federal income tax
|
|
|
(15%)
|
Provision for
income tax
|
|
|
-
|
|
|
|
|
Hong Kong
statutory rate
|
|
|
16.5%
|
Valuation
allowance - Hong Kong Rate
|
|
|
(16.5%)
|
Provision for
income tax
|
|
|
-
|
|
|
|
|
Netherlands
statutory rate
|
|
|
25.5%
|
Valuation
allowance - Netherlands Rate
|
|
|
(25.5%)
|
Provision for
income tax
|
|
|
-
|
The Company did not have any interest and penalty provided or recognized in the income
statements for the six months ended 31 March 2011 and year ended September 30, 2010 or
balance sheet as of March 31, 2011 and September 30, 2010. The Company did not have
uncertainty tax positions or events leading to uncertainty tax position within the next 12
months. The Company's 2007, 2008 and 2009 U.S. Corporation Income Tax Return are subject
to U.S. Internal Revenue Service examination and the Company's, 2008/2009 and 2009/2010
Hong Kong Corporations Profits Tax Return filing are subject to Hong Kong Inland Revenue
Department examination. The Company's 2009 China Corporate Income Tax are subject to China
State Administration of Taxation examination. The Company's 2009 Dutch Corporation Tax
Returns filing are subject to Belastingdienst (Dutch Tax and Customs Administration)
examination.
|
23
ASIARIM CORPORATION
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
|
For management purposes,
the Group currently organized into two operating units - consulting services and trading
of computers. Turnover represents the net amounts received and receivable for goods sold
or services provided by the Group during the period. These units are the basis on which
the Group reports its primary segment information.
|
Segment information about these businesses is
presented below.
|
For the 3 months period ended
|
|
Consulting Service
|
Computer Trading
|
Brand Operation
|
Consolidated
|
Mar 31, 2011
and 2010
|
|
----------------
|
-------------------
|
-----------------
|
----------------------
|
|
|
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
|
|
--------
|
--------
|
--------
|
-------
|
--------
|
-------
|
---------
|
----------
|
|
|
US$
|
US$
|
US$
|
US$
|
US$
|
US$
|
US$
|
US$
|
|
|
|
|
|
|
|
|
|
|
Turnover
|
|
-
|
-
|
-
|
200
|
198
|
-
|
198-
|
200
|
|
|
--------
|
--------
|
--------
|
-------
|
--------
|
-------
|
---------
|
----------
|
Segment Results
|
|
-
|
-
|
(25,098)
|
(60)
|
-
|
-
|
(24,900)
|
(60)
|
|
|
--------
|
--------
|
--------
|
-------
|
--------
|
-------
|
---------
|
----------
|
Unallocated
corporate income
|
|
|
|
|
|
|
|
8,588
|
-
|
Unallocated
corporate expenses
|
|
|
|
|
|
|
|
(402,085)
|
(649,846)
|
|
|
|
|
|
|
|
|
----------
|
---------
|
Loss from
operations
|
|
|
|
|
|
|
|
(418,397)
|
(649,846)
|
Finance costs
|
|
|
|
|
|
|
|
(31,350)
|
(23,030)
|
|
|
|
|
|
|
|
|
----------
|
---------
|
Loss for the
period
|
|
|
|
|
|
|
|
(449,747)
|
(672,936)
|
|
|
|
|
|
|
|
|
======
|
======
|
|
|
|
|
|
|
|
|
|
|
As of Mar 31
2011 and 2010
|
|
|
|
|
|
|
|
Mar 31, 2011
|
Mar 31, 2010
|
ASSETS
|
|
|
|
|
|
|
|
US$
|
US$
|
Segment assets
|
|
-
|
8,774
|
2,184,992
|
1,867,627
|
2,658,254
|
1,152,000
|
4,843,246
|
3,028,401
|
Unallocated
corporate assets
|
|
|
|
|
|
|
|
21,670
|
1,350
|
|
|
|
|
|
|
|
|
----------
|
---------
|
Consolidated total
assets
|
|
|
|
|
|
|
|
4,864,916
|
3,029,751
|
|
|
|
|
|
|
|
|
======
|
======
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Segment
liabilities
|
|
-
|
-
|
4,178,850
|
1,602,070
|
-
|
444,360
|
4,178,850
|
2,046,430
|
Unallocated
corporate liabilities
|
|
|
|
|
|
|
|
340,824
|
1,357,247
|
|
|
|
|
|
|
|
|
----------
|
---------
|
Consolidated total
liabilities
|
|
|
|
|
|
|
|
4,519,674
|
3,403,677
|
|
|
|
|
|
|
|
|
======
|
======
|
The Group's customers are principally located
in Hong Kong, PRC.
|
24
ASIARIM CORPORATION
|
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
|
i)
|
The Company is committed to issue 200,000 shares of Common Stock to Reco Beheer B.V. in
relation to their funding of Euro 100,000 to the Company.
|
ii)
|
The shares of C= Holdings are pledged as security for the debts of Reunite Investment Inc.
for about Euro 1,114,244 (about US$1,515,000) and the debts owed to our stakeholder for
Euro 346,924 (US$471,817) for a total sum of Euro 1,461,168 (about US$1,987,000).
|
iii)
|
The Group has pledged to sell 51% of the shares of C= Holdings to our stakeholders if the
Company fails to pay the debt obligations of Euro 1,461,168 (about US$1,987,000) on or
before June 30, 2011.
|
iv)
|
The Group has pledged the Commodore trademark for the territory of Benelux as security for
a debt of Reunite Investment Inc. in the amount of approximately US$2.4 million.
|
v)
|
Pursuant to the Addendum to the Participation Agreement ("APA") as announced in
the Form 8K file on July 6, 2010, the Company shall issue additional shares in the Company
to each of the parties in the APA, such that their interests in the Company shall not be
less than 14% after the raising of the USD3,000,000.
|
vi)
|
As announced in a Form 8K filed on July 8. 2010, on July 1, 2010, the Company entered into
a conditional agreement with Ascenda Corporation ("Ascenda"), beneficiary
shareholder of the Company, to set up a joint venture company ("JV Company") to
be engaged in the business of design, sourcing, development, procurement, trade financing
and product support for certain computer and mobile (smart) phone products and other
products, from time to time, under the "Commodore" brand name. Pursuant to the
agreement, Ascenda received 2,685,000 shares in the Company for the services it provides
to the joint venture company. Ascenda shall receive additional 2,685,000 shares in the
Company provided certain sales targets are achieved in the next 2 years. Ascenda shall
further have the right to sell its 49% in the JV Company to the Company for 2,685,000
shares in the Company within 3 years commencing from the date of the closing of the
agreement provided that the business plans and milestones have been achieved.
|
i)
|
Subsequent to the period end and on May 12, 2011, the Company signed a term sheet setting
forth the fundamentals of the acquisition of the exclusive worldwide rights to use an unique
patented video compression technology. This video compression technology based on wavelet
algorithms is able to dramatically reduce any type of video content or live stream including
those already pre-compressed with any CODEC without loss of video quality. Under the terms
of the term sheet, the parties are to negotiate and enter into definitive (i) sales and
purchase agreement for the purchase of the said rights, and (ii) agreement for the funding
to the Company by an investor, both agreements by May 31, 2011, after which the term sheet
becomes null and void and the parties will have no further obligations to each other.
|
ii)
|
The Group has evaluated all other subsequent events through May 18, 2011, the date these
consolidated financial statements were issued, and determined that there were no other
additional subsequent events or transactions that require recognition or disclosures in
the financial statements except that as announced in a Form 8K filed on January 3, 2011,
the Group has reserved and intends to change the Company name to Commodore Holdings
Corporation, to reflect the business of the Group.
|
25
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
As used in this Form 10-Q, references to the "Company," "we,"
"our" or "us" refer to Asiarim Corporation, unless the context
otherwise indicates.
|
Forward-Looking Statements
|
This Current Quarterly Report contains forward-looking information. Forward-looking
information includes statements relating to future actions, acceptance in the marketplace
of our products, payment of our outstanding obligations, future performance, costs and
expenses, interest rates, outcome of contingencies, financial condition, results of
operations, liquidity, business strategies, cost savings, objectives of management, and
other such matters of the Company. The Private Securities Litigation Reform Act of 1995
provides a "safe harbor" for forward-looking information to encourage companies
to provide prospective information about themselves without fear of litigation so long as
that information is identified as forward-looking and is accompanied by meaningful
cautionary statements identifying important factors that could cause actual results to
differ materially from those projected in the information.
|
Forward-looking information may be included in this Current Quarterly Report or may be
incorporated by reference from other documents filed with the Securities and Exchange
Commission (the "SEC") by us. You can find many of these statements by looking
for words including, for example, "believes," "expects,"
"anticipates," "estimates" or similar expressions in this Current
Quarterly Report or in documents incorporated by reference in this Current Quarterly
Report. We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information or future events.
|
We have based the forward-looking statements relating to our operations on management's
current expectations, estimates, and projections about us and the industry in which we
operate. These statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that we cannot predict. In particular, we have based many of
these forward-looking statements on assumptions about future events that may prove to be
inaccurate. Accordingly, our actual results may differ materially from those contemplated
by these forward-looking statements. Any differences could result from a variety of
factors, including, but not limited to general economic and business conditions,
competition, and other factors.
|
26
Asiarim Corporation, a
Nevada corporation, was formed on June 15, 2007. We were originally formed to be a
business consulting firm with a mission to provide business consulting services to small
domestic companies as well as to assist "small to medium" sized companies in the
Asia Pacific Region, particularly in China, to establish a business presence in the United
States. The Company also offered a range of electronic document conversion service for
companies and individuals that need to file periodically with the SEC EDGAR system.
However in the prior fiscal year, the Company stopped its consulting and filing businesses
so that it can focus exclusively in the computer electronics business under the
"Commodore" brand.
|
In the prior fiscal year,
the Group focused on the computer electronics business exclusively as it completed the
acquisition of the 100% interests in the brand COMMODORE and, the Europe and Asia
marketing and distribution operation, through a series of transactions summarized below.
|
Commodore - Brand and Worldwide
Distribution
|
As announced in a Form 8K
filed on July 8, 2010, the Company entered into a conditional agreement with Ascenda to
set up a joint venture company to be engaged in the business of design, sourcing,
development, procurement, trade financing and product support for certain computer and
mobile (smart) phone products and other products, from time to time, under the
"Commodore" brand name. Ascenda is an experienced electronic sourcing company in
China and they have extensive distribution channels in the USA markets, providing
experienced (sales) management to the local sales organization of the Company.
|
On January 5, 2009 the
Company entered into a joint venture agreement with Commodore Licensing, then a subsidiary
of Reunite to form a 50/50 joint venture company then named Commodore Electronics to
facilitate the manufacturing and distribution of computer products under the brand name of
COMMODORE for the territories of Asia and Africa. Under the terms of the joint venture
agreement and exclusive trademark license agreement, Commodore Licensing will contribute
the exclusive license brand to Asia and Africa for a period of 5 years plus an automatic
extension of a further 5 years, and the Company will contribute up to a maximum of $7
million. Commodore Licensing shall also have the right to exchange its 50% interests in
the joint venture for 50% interests in the Company, subject to the joint venture company
achieving certain sales conditions. The joint venture company shall be responsible for
providing sourcing and developing of new products for Commodore Licensing and its
affiliates worldwide, and the marketing and distributing of COMMODORE branded products in
Asia and Africa. The Company commenced purchasing and sale of samples of Commodore
products at the ended of March 31, 2009 and commenced commercial sales operation for its
consumer electronics in May 2009.
|
On January 6, 2010, the
Company closed the Participation Agreement to acquire the 49% interests in C= Holdings
which held the COMMODORE brand, 100% interests in Commodore Licensing which held the
European operation of COMMODORE and the 50% interests in Commodore Electronics which held
remaining interests of our Asian operation for a combined total cash consideration of up
to Euro 2,000,000 and the issuance of total 11,020,000 shares of the Company. In June 30,
2010, the Company issued an additional 4,500,000 shares through an Addendum to the
Participation Agreement, thereby effectively issuing a total of 15,520,000 shares as part
of the consideration to acquire the above interests. After the acquisitions, the worldwide
operation of marketing and distribution of the brand Commodore was under the Company.
|
27
In February 2010, the
Company entered into an agreement to acquire the other 51% of C= Holdings for Euro
300,000. After the acquisition, the Company owned 100% ownership rights for the Commodore
brand and this brand ownership provides future business growth to the Group. At the date
hereof, the Company still has not made any payment in respect of these acquisitions and
will need to raise funds to pay off the payment obligations to its stakeholders.
|
The above acquisitions to
i) own the world wide marketing and distribution of the Commodore brand and ii) the 100%
ownership of the brand will enable the Group to fully exploit the potential of the
Commodore brand in the consumer electronics industry and offers a platform for the Group
for future growth. However, the above acquisitions were acquired by extended credit
arrangement and financing from stakeholders of the Company, the Group has pledged the
acquired shares to the third parties as security. The secured positions of these are
summarized in Note 11 to the financial statements as set out in this Form 10Q.
|
At the date of this report
the Company has not made any payments to the third party financiers as the Company still
needs to raise funds to pay these payment obligations in the Group to retain the rights to
the use of the operational rights and the 100% interests in the brand ownership.
|
Design and Sourcing
Partner
|
During the prior fiscal
year, the Group refocused its efforts to work with a new manufacturing and sourcing
partner, Ascenda. As announced in a Form 8K filed on July 8. 2010, on July 1, 2010, the
Company entered into a conditional agreement with Ascenda to set up a joint venture
company, which was Commodore Asia JV, to be engaged in the business of design, sourcing,
development, procurement, trade financing and product support for certain computer and
mobile (smart) phone products and other products, from time to time, under the
"Commodore" brand name. Pursuant to the agreement, Ascenda received 2,685,000
shares in the Company for the services it provides to the joint venture company. Ascenda
shall receive additional 2,685,000 shares in the Company provided certain sales targets
are achieved in the next 2 years. Ascenda shall further have the right to sell its 49% in
the Commodore Asia JV to the Company for 2,685,000 shares in the Company within 3 years
commencing from the date of the closing of the agreement provided that the business plans
and milestones have been achieved. The Company provided an initial working capital to the
Commodore Asia JV of US$150.000 to start the operations, that resulted in the development
of a full range of products presented at the CES in January 2011.
|
COMMODORE was a pioneer in
the computer industry. The Commodore C64 was one of the most popular computer models of
its time. From 1982 to 1994, 17 million units of the Commodore C64 were sold.
|
The trade name COMMODORE
can be dated back to 1954 and is one of the oldest and most well respected names in the
consumer electronics and computer industry.
|
The essence of the
Commodore brand is personalization. Back in the 1970s and 1980s Commodore was the first to
offer ordinary people computers that they could adapt to their own individual needs and
preferences. They could modify graphic interface, create their own music, write their own
programs, and play the video games they wanted whenever they chose. Hardware, software,
and content could be modified and managed by the user as they wished. Commodore's
revolutionary technology inspired users to share their knowledge and content with others.
This Commodore heritage continues today.
|
28
In the past Commodore was
successful in growing its business because it was offering ultimate experience in gaming
and application programs as a differentiator to other products companies. It became a cult
brand, still appealing to a huge user group and passionate fans. We want to
reactivate and unite this group and leverage on their knowledge, experience and network,
to get them exited about Commodore again, its style, its culture, its vision and legacy.
This requires a clear direction and message to this target group that would reunite them
and adopt the Company marketing strategy and vision, providing supporting tools and
initiating user groups and hosting special events for Commodore fans and followers.
|
Commodore is an unique,
independent brand company, leverage on the past and gaining the confidence and trust of
its fans and followers to create a different online culture supported by an attractive and
feature rich product line. We will offer our products at a affordable price for the masses
- not for the classes. The profit margins of the mainstream hardware products will be as
low as possible. The added value will come from the bundled applications and services
through the online platform portal CommodoreWorld.
|
Business Segment and Development
|
Our business will be
divided into 3 segments: Hardware Products (mobile), Gaming (mobile) applications &
Media Content, and Brand Licensing.
|
Our review of our 3
business segments for the six months period to March 31, 2011 are as follows:
|
PRODUCTS - Consumer Electronics
|
For the six months period
ended March 31, 2011, we did not record any sales in the Products business segment. We are
disappointed by this sales result as the Group faced many challenges due to limited
financial and human resources. However we are confidentially optimistic that we will
re-gain some of our consumer base once we have resolved our financial resources and are
able to sell our Products in retail outlets. .
|
Our efforts now are to
maximize these interests into sales opportunities. Going forward, the Group will try to
arrange for financing to be in place before establishing sales networks in USA, Europe and
China to launch our products. At the date of this report, the Company is still working on
fund raising and accordingly, the sales network is expected to be launched after we have
arranged the financial support and resources.
|
29
The business channels that
we will explore and possibly select, subject to available resources are the following:
|
Traditional Import
Business - This involves setting up a distribution services infrastructure locally for the
local customers. We believe that it takes a minimum of $2.5 million to support the initial
product launch mainly on the local inventory support for the program. We will need local
logistic service, call center, warranty service, credit, financing, accounting and
administration support and infrastructure to be set up. The potential risk will be on the
price erosion of inventory which we will try to minimize through strong management and
internal control system. This is higher margin with higher risk and services.
|
Direct Import Business -
This involves working with retailers and channel partners to manage marketing and
distribution programs locally. This model would simplify our internal requirement for
team, infrastructure and financial support and resources. This is a low margin with lower
risk.
|
Telmex Business - This
involves selling through online platforms from our partner or our own online portal. We
will need minimum inventory stock level to support the program. We can leverage on third
party for logistic and marketing resources. This is low margin and requires limited
resources support.
|
Global Sales Business -
This will involve establishing regional distributors to handle all sales and service for
selected territory. This will be a simplest model of a trading activity. Our main efforts
will be on product design and management and cost effective manufacturing.
|
We are working towards
selecting the above businesses models, subject to available resources to the Group.
|
The following is a more detail description of
our consumer electronics business.
|
The Group's consumer
electronics business consists of designing, sourcing, marketing, sales and distribution of
a variety of multimedia and computer products under the COMMODORE brand name. These
products which can be found on our website at
www.commodorecorp.com
and
www.commodoreworld.com
include:
|
|
*
|
Tablets ;
|
|
*
|
Netbooks;
|
|
*
|
Notebook;
|
|
*
|
Desktops; and
|
|
*
|
Smartphones.
|
We believe we
possess an advantage over our competitors due to the combination of:
|
|
*
|
recognition of
the COMMODORE brand; and
|
|
*
|
our sourcing
expertise and vendor relations through our partner Ascenda.
|
Our core business consists
of selling, distributing, and licensing various moderately priced multi-media consumer
electronic products in various categories. A substantial portion of our marketing and
sales efforts are concentrated in North America and Europe initially and then to the Asia
Pacific and Africa. We have offices in Los Angeles, the Netherlands, Hong Kong, Taipei and
Shanghai.
|
We will market and distribute our
products primarily through:
|
|
*
|
mass
merchandisers;
|
|
*
|
discount
retailers;
|
|
*
|
electronics
retailers; and
|
|
*
|
distributors
and specialty catalogers.
|
30
We work with design teams
based in Taiwan and China for designing innovative products. These relationships are based
on a project basis in a fast moving industry. We will work closely with the design
engineers and manufactures for efficient time to market. We work with the engineers to
determine the detailed cosmetic, electronic and other features for new products in our
design. Accordingly, the exterior designs and operating features of the products reflect
our judgment of current styles and consumer preferences. Our designs are tailored to meet
the consumer preferences worldwide.
|
We offer limited
warranties for our consumer electronics products. Such warranties typically consist of a
one year manufacturing defects for computers and netbooks under the condition that we or
the manufacturer will provide spare parts to fix, or offer a new or similar unit in
exchange for a non-performing unit, depending on the circumstances.
|
In 2010, the Group
formulated a gaming strategy to capitalize on the heritage of Commodore games. During the
3 months period under review, there was no revenue generated from gaming. Commodore has
access to over 5,000 games in its library accumulated over the years. In the past
Commodore published a large number of games under its own label, whereby another part of
those games have, in its current format and code, become free ware and/or the rights are
(co) owned by third party developers, all under the Commodore label. Commodore was the
first pioneer in computer gaming creating a great fan base of gamers still playing our
games in various countries worldwide.
|
Today (online &
mobile) gaming is a vital driver for users on the internet for gaming and social
networking, and to mobile entertainment in the coming future. It is our intention to roll
out our own Gaming Portal or in conjunction with our partners in the coming year.
|
Our strategy is to
integrate our existing game database with new technology such as movement sensor software
application for enhanced customer experience, as well launch new gaming titles under
Commodore label in collaboration with strategic partners in Asia, Europe and USA.
|
We have entered into a
cooperation agreement with Aibelive Co. Ltd in Taiwan for advanced sensor movement
software applications for all types of third party games as well development of the
historical Commodore games using this technology. This enables customers to play our games
using their (smart)phones as a remote controller or joystick for enhanced user experience
using movement game features. This cooperation resulted into an overwhelming interest of
customers during the CES show in Las Vegas in January, show casing this technology on our
smart phones under the Commodore label as well third party feature phones. The bundled
product offering was showed with our operational online gaming platform and separate game
controllers branded under Commodore.
|
We plan to implement the
following in the coming quarters:
|
-
|
a full functional Gaming download
portal for current - and new labeled games for desktop and mobile devices such as smart
and feature phones;
|
-
|
a range of mobile games titles
for Android based smart- and feature phones;
|
-
|
integrated software embedded in
our products for access to our web portal www.commodoreworld.com for various applications
& services; and
|
-
|
mobile and desktop products
according the latest technology specifications using strategic manufacturing partners.
|
31
Media Contents -
commmodoreworld.com
|
As stated above, in line
with the COMMODORE strategy for our branded products, we will have all our products and
devices link to our content portal at
www.commodoreworld.com
,
which was launched in a beta version at the CES show in January 2011. Certain of our
products will be equipped with a soft-key for a one touch linkup. Our customers will be
offered services to keep and manage all their digital files, including but not limited to,
online entertainment, news and personal entertainment & gaming platform. During the
three months period under review, there was no revenue generated from commodoreworld.com
portal. We expect to commence activities in the gaming, entertainment application and
other media content in second half of 2011 by setting up the servers in Asia and USA. We
shall also arrange for cooperation with content & gaming providers to offer contents
on our COMMODORE portal for our device owners.
|
Brand licensing is an
important business segment to realize the maximum brand value. In August 2010, the
Company entered into a brand licensing arrangement with a third party to license the
Keyboard Computer under the traditional form factor of the Commodore 64. Under the
license agreement, the third party is expected to pay an initial royalty of Euro250,000
on or before December 31, 2011. At the date of this report, the third party has not yet
completed their product(s) to be marketed to its target group consumers, but to be
expected by end of May 2011. The initial royalty is due for payment directly after the
first sales to be expected in Q3, 2011. Accordingly we have not recorded this initial
royalty in our accounts until we receive the royalty payment. Therefore there was no
royalty income earned during the three months period ended December 31, 2010.
|
The Group will continue to
explore brand licensing opportunities in the coming quarters since it received several
requests for licensing arrangements. We will start an active Brand licensing policy,
subject to available resources, possibly through working with brand management partner(s),
during the course of 2011 for certain products segments and leverage on the Brand
awareness in the different territories. Currently we are in preliminary discussion with a
brand licensing agent and we expect that this process will take a few months before we
know the outcome.
|
We believe that the
COMMODORE trademark is recognized in many countries. A principal component of our growth
strategy is to utilize this global recognition of our brand name and our reputation for
quality and cost competitive products to aggressively promote our products in these
geographic territories. We believe that we will be able to compete more effectively by
combining innovative approaches to our current product line and augmenting our product
line with complementary products. We intend to pursue such plans either independently or
through partnership with other companies as well as license arrangements, distributorship
agreements and joint ventures.
|
We generally experience
stronger demand from our customers for our products in the fiscal quarters ending
September and December. However, this revenue pattern may be less prevalent due to our
focus to obtain additional orders to increase product demand during the March and June
fiscal quarters.
|
Our operations will be
impacted by the seasonality because we expect to record the majority of annual sales in
the quarters ending September and December. This seasonality causes us to maintain higher
inventory levels during the quarters ending June and September, which in turn increases
the working capital needed during these periods. We also anticipate that cash flow from
operations and the financing presently in place will not provide sufficient liquidity to
meet our operating and cash requirements in the year ahead.
|
32
Many of our products are
subject to various Federal regulations, some of which empower the Consumer Product Safety
Commission (the "CPSC") to regulate potentially hazardous products. The CPSC has
the authority to exclude from the market certain articles that are found to be hazardous
and can require a manufacturer to refund the purchase price of products that present a
substantial product hazard. CPSC determinations are subject to court review. Similar laws
exist in some states and cities in the United States. During the year ended September 30,
2010, none of our products were sanctioned by the CPSC as hazardous.
|
Product Liability and
Insurance
|
We are periodically
subject to product liability claims resulting from personal injuries. We may become
involved in various lawsuits incidental to our business.
|
Currently, we do not have
any product liability insurance, but we intend to arrange product liability insurance in
the first half of 2011. In recent years, product liability insurance has become much more
expensive, restrictive and difficult to obtain. Accordingly, there can be no assurance
that our general product liability insurance, when arranged, will be sufficient to cover
any successful product liability claims made against us in the future. However, any claims
substantially in excess of our intended insurance coverage, or any substantial claim not
covered by insurance, could have a material adverse effect on our financial condition and
results of operations.
|
The Company works in
conjunction with product development companies in China. The Company does not undertake
any research and development at the moment.
|
33
FOR THE THREE
MONTHS AND SIX MONTHS ENDED MARCH 31, 2011 AND 2010.
|
The Company
realized revenue of $198 which was mainly derived from the initial basis rights for the
three months period ended March 31, 2011 and did not incur any cost of revenue, achieving
a gross profit of $198 for the three months period ended March 31, 2011. For the three
months period ended March 31, 2010, the Group realized revenue of $200 which was mainly
derived from the sale of computer products and a cost of revenue of $260 achieving a gross
loss of $60. We hope to generate additional revenue as we establish additional
distributors.
|
The Company
realized revenue of $198 which was mainly derived from the initial basis rights for the
six months period ended March 31, 2011 and did not incur any cost of revenue, achieving a
gross profit of $198 for the six months period ended March 31, 2011. For the six months
period ended March 31, 2010, the Group realized revenue of $9,612 which was mainly derived
from the sale of computer products and a cost of revenue of $8,691 achieving a gross
profit of $921.
|
For the three
months period ended March 31, 2011, our gross profit was $198 and our total operating
expenses were $451,296, all of which were selling, general and administrative expenses, We
also had $31,350 in interest expenses, $2,088 in interest income, $6,500 in other income,
and loss attributable to non controlling interest of $24,113. Our net loss to our
shareholders for the three months period ended March 31, 2011 was $449,747. This is in
comparison for same three months period ended March 31, 2010, our gross loss was $60 and
our total operating expenses were $649,846, all of which were selling, general and
administrative expenses, and $23,030 in interest expenses. Our net loss to our
shareholders for the three months period ended March 31, 2010 was $672,936.
|
For the six
months period ended March 31, 2011, our gross profit was $198 and our total operating
expenses were $785,242, all of which were selling, general and administrative expenses, We
also had $60,711 in interest expenses, $4,073 in interest income, $13,000 in other income,
and loss attributable to non controlling interest of $42,055. Our net loss to our
shareholders for the six months period ended March 31, 2011 was $786,627. This is in
comparison for same six months period ended March 31, 2010, our gross profit was $921 and
our total operating expenses were $683,837, all of which were selling, general and
administrative expenses, $23,030 in interest expenses and loss attributable to
non-controlling interest of $13,442. Our net loss to our shareholders for the six months
period ended March 31, 2010 was $692,504.
|
34
Liquidity
and Capital Resources
|
We do not have
sufficient resources to effectuate our business. As of March 31, 2011, we had $10,078 in
cash. We expect to incur a minimum of $1,100,000 in expenses during the next twelve months
of operations. We estimate that this will be comprised of the following expenses: $300,000
in product development, $200,000 website development; $100,000 in marketing expenses, and
$500,000 in general administrative expenses such as for salaries, corporate, legal and
accounting fees, office overhead and general working capital.
|
In addition, we have debts
of $4,567,013 to be settled of which $2,393,476 are due to our directors and shareholders
/ affiliates. We also have other commitments of about US$1,987,000 to be paid as set out
in Note 10(ii) to the financial statements. We will require be to settle about $1,987,000
of the above debts and commitments in order to secure our Commodore brand which is
currently pledge to our shareholders / financier.
|
We may have to
raise funds to pay for our expenses. We may have to borrow money from shareholders or
issue debt or equity or enter into a strategic arrangement with a third party. There can
be no assurance that additional capital will be available to us. We currently have no
agreements, arrangements or understandings with any person to obtain funds through bank
loans, lines of credit or any other sources. Since we have no such arrangements or plans
currently in effect, our inability to raise funds for our operations will have a severe
negative impact on our ability to remain a viable company.
|
Going
Concern Consideration
|
Our
independent auditors included an explanatory paragraph in their report on the financial
statements for the year ended September 30, 2010 regarding concerns about our ability to
continue as a going concern. During the quarter ended March 31, 2011 the Company had
realized revenues of $198 and incurred a net loss of $449,747; and an accumulated net loss
of $1,934,929. These factors raise substantial doubt about the Company's ability to
continue as a going concern. The Company's ability to continue as a going concern must be
considered in light of the problems, expenses and complications frequently encountered in
emerging markets and the competitive environment in which the Company operates. The
Company is pursuing financing for its operations. In addition the Company is seeking to
expand its revenue base by adding customers and/ or entering into new profitable
businesses. Failure to secure such financing, to raise additional equity capital and to
expand its revenue base may result in the Company depleting its available funds and not
being able to pay its obligations. These financial statements do not include any
adjustment to reflect the possible future effects on the recoverability and classification
of assets or the amounts and classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the Company to continue as a
going concern.
|
35
Item 3. Quantitative and
Qualitative Disclosures about Market Risk.
|
Quantitative and Qualitative
Disclosures about Market Risk:
|
A smaller
reporting company is not required to provide the information required by this Item.
|
Off-Balance
Sheet Arrangements:
|
Other than as
disclosed in the financial statements, the Company has no off-balance sheet obligations or
guarantees.
|
Item 4. Controls and
Procedures.
|
Evaluation of Controls and
Procedures:
|
In accordance
with Exchange Act Rules 13a-15 and 15d-15, our management is required to perform an
evaluation under the supervision and with the participation of the Company's management,
including the Company's principal executive officer and principal financial officer, of
the effectiveness of the design and operation of the Company's disclosure controls and
procedures as of the end of the period.
|
Evaluation of Disclosure
Controls and Procedures:
|
Based on their
evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) as of March 31, 2011, our Principal Executive Officer
and Principal Financial Officer have concluded that our disclosure controls and procedures
were not effective to ensure that the information required to be disclosed by us in this
Report was (i) recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and instructions for Form 10-Q.
|
Our Principal
Executive Officer and Principal Financial Officer have concluded that our disclosure
controls and procedures had the following deficiency:
|
*
|
We were unable
to maintain any segregation of duties within our business operations due to our reliance
on limited personnel. While this control deficiency did not result in any audit
adjustments to our interim or annual financial statements, it could have resulted in a
material misstatement that might have been prevented or detected by a segregation of
duties. Accordingly we have determined that this control deficiency constitutes a material
weakness.
|
To the extent
reasonably possible, given our limited resources, our goal is to separate the
responsibilities of Principal Executive Officer and Principal Financial Officer, intending
to rely on two or more individuals. We will also seek to expand our current board of
directors to include additional individuals willing to perform directorial functions.
Since the recited remedial actions will require that we hire or engage additional
personnel, this material weakness may not be overcome in the near term due to our limited
financial resources. Until such remedial actions can be realized, we will continue to rely
on the advice of outside professionals and consultants.
|
Changes in Internal Controls
over Financial Reporting:
|
There have
been no changes in the Company's internal control over financial reporting during the last
quarterly period covered by this report that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial reporting.
|
36
PART II.
OTHER INFORMATION
|
Item 1.
Legal Proceedings.
|
There are no
pending legal proceedings to which the Company is a party or in which any director,
officer or affiliate of the Company, any owner of record or beneficially of more than 5%
of any class of voting securities of the Company, or security holder is a party adverse to
the Company or has a material interest adverse to the Company. The Company's property is
not the subject of any pending legal proceedings.
|
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3.
Defaults Upon Senior Securities.
|
Item 4.
(Removed and Reserved)
|
Item 5.
Other Information.
|
37
2.1
|
Participation Agreement dated September 1, 2009
(3) (6)
|
2.2
|
Addendum to the Participation
Agreement dated June 16, 2010
(3)
|
2.3
|
Participation Agreement dated
July 1, 2010
(4)
|
2.4
|
Shareholders' Agreement dated
July 1, 2010
(4)
|
2.5
|
Pledge document on 51% of
Commodore Holding B.V.
(7)
|
2.6
|
Compensation agreement with
SPbyDesign
(7)
|
2.7
|
Loan agreement for Euro330,000
(7)
|
2.8
|
Pledge agreement for the rights
to Benelux
(7)
|
3.1
|
Articles of Incorporation
(1)
|
3.2
|
Bylaw
(1)
|
10.1
|
Director Agreement with Ben van
Wijhe, Donald Su Yo Ruan, and Te Hwai Ho
(5)
|
14.1
|
Code of Ethics
(2)
|
31.1*
|
Certifications
by Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities
Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
31.2*
|
Certifications
by Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities
Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
32.1*
|
Certifications
by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
Certifications
by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|
(1)
|
Incorporated by reference from Registrant's Registration Statement on Form SB-2 filed on
November 7, 2007.
|
(2)
|
Incorporated by reference from
Registrant's Current Report on Form 8-K filed on January 3, 2011.
|
(3)
|
Incorporated by reference from
Registrant's Current Report on Form 8-K filed on July 6, 2010.
|
(4)
|
Incorporated by reference from
Registrant's Current Report on Form 8-K filed on July 8, 2010.
|
(5)
|
Incorporated by reference from
Registrant's Current Report on Form 8-K filed on October 26, 2010.
|
(6)
|
Incorporated by reference from
Registrant's Current Report on Form 8-K filed on September 9, 2009.
|
(7)
|
Incorporated by reference from
Registrant's quarterly report on amendment no. 2 to Form 10-Q filed on January 18, 2011.
|
|
|
*
|
Filed herewith.
|
38
SIGNATURES
In accordance
with to requirements of the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
|
|
Asiarim Corporation
|
|
a Nevada corporation
|
Date: May 19, 2011
|
/s/ Ben van Wijhe
|
|
---------------------------------------
|
|
Ben van Wijhe
|
|
Principal Executive
Officer
|
Date: May 19, 2011
|
/s/ HO Te Hwai
|
|
---------------------------------------
|
|
HO Te Hwai
|
|
Principal Financial
Officer
|
39
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