**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

**FORM 10-Q**

 (Mark One) **S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
For the quarterly period ended: **June 30, 2009**

**£****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For the transition period from ____________ to _____________ 

**Commission File No.** **000-52020**

**ASIAN TRENDS MEDIA HOLDINGS, INC.**

(*Exact name of small business issuer as specified in its charter*)

 

 

**NEVADA**

 

**90-0201309**

 

 

*(State or other jurisdiction of*

 

*(IRS Employer Identification No.)*

 

 

*incorporation or organization)*

 

 

 

**Suite 1902, 19th Floor Tower II, Kodak House**

 

 

**Quarry Bay Hong Kong**

 

**n/a**

*(Address of Principal Executive Offices)*

 

*(Zip Code)*

 

Registrant’s telephone number, including area code: **852-2102-0100**

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days..   YesS    No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      Yes  £   No  £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filero

 Non-accelerated filero

  

  

 Accelerated filer o  (do not check if smaller reporting company)

 Smaller reporting company T

1

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

Yes £    NoS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of June 30, 2009, are as follows: 

Class of Securities

Shares Outstanding

**Common Stock, $0.001 par value**

**77,820,000 shares**

Transitional Small Business Disclosure Format (check one): Yes£       No  T
2

**TABLE OF CONTENTS**

 

**PART I - FINANCIAL INFORMATION**

Item 1.  

Unaudited Condensed Financial Statements

4

Item 2.  

Management’s Discussion and Analysis of Financial Condition and Results of Operation or Plan of Operation

15

Item 3.  

Quantitative and Qualitative Disclosures About Market Risk

 22

Item 4T. 

Controls and Procedures

  22

  

  

  

**PART II -OTHER INFORMATION**

Item 1.  

Legal Proceedings.

  23

Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds.

  23

Item 3.  

Defaults Upon Senior Securities.

  23

Item 4.  

Submission of Matters to a Vote of Security Holders.

  23

Item 5.  

Other Information.

  24

Item 6.  

Exhibits

  24

  

  

  

**SIGNATURES**

25

 

3

**PART I – FINANCIAL INFORMATION**

**ITEM 1.  FINANCIAL STATEMENTS**

**Contents**

**Condensed Financial Statements:**

**Page**

**Number**

  

  

Condensed Consolidated Balance Sheets 

5

Condensed Consolidated Statements of Operation  (unaudited)

6

Condensed Consolidated Statements of Cash Flows (unaudited)

7

Notes to Condensed Financial Statements (unaudited)

8-14

4

**PART I – FINANCIAL INFORMATION**

**ITEM 1.  FINANCIAL STATEMENTS**

 

 

 

 

 

 

**ASIAN TRENDS MEDIA HOLDINGS, INC.**

**CONDENSED CONSOLIDATED BALANCE SHEETS**

 

 

 

 

 

 

 

 

**June 30,**

 

**December 31**

 

 

 

**2009**

 

**2008**

 

**ASSETS**

 

**(Unaudited)**

 

**(Audited)**

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

$ 

6,095 

$

233,689 

 

Other receivables and deposits

 

114,410 

 

46,859 

 

Total current assets

 

120,505 

 

280,548 

 

 

 

 

 

 

 

PROPERTY, PLANT & EQUIPMENT, NET OF ACCUMULATED DEPRECIATION

 

84,976 

 

102,279 

 

**TOTAL ASSETS**

$ 

205,481 

$

382,827 

 

 

 

 

 

 

 

**LIABILITIES AND STOCKHOLDERS’ EQUITY**

 

 

 

 

 

**LIABILITIES**

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable

$ 

102,394 

$

31,795 

 

Accrued expenses and other payables

 

87,738 

 

12,128 

 

Total current liabilities

 

190,132 

 

43,923 

 

 

 

 

 

 

 

**TOTAL LIABILITIES**

 

190,132 

 

43,923 

 

 

 

 

 

 

 

**STOCKHOLDERS’ EQUITY**

 

 

 

 

 

Preferred stock, par value $0.001, 5,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2009

 

  -

 

- 

 

Common stock, par value $0.001, 225,000,000 shares authorized; 77,820,000 shares issued and outstanding as of June 30, 2009 and December 31, 2008

 

77,820 

 

77,820 

 

Additional paid in capital

 

522,180 

 

522,180 

 

Accumulated deficit

 

(584, 651) 

 

(261,096)

 

**TOTAL STOCKHOLDERS’ EQUITY**

 

15,349 

 

338,904 

 

 

 

 

 

 

 

**TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY**

$ 

205,481 

$

382,827 

 

 

 

 

 

 

 

See accompanying notes to the condensed consolidated financial statements

5

**ASIAN TRENDS MEDIA HOLDINGS, INC**

 

**CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**

 

**AND COMPREHENSIVE INCOME (UNAUDITED)**

 

 

 

 

 

 

 

 

 

 

**For the three**

 

 

**For the six**

 

 

 

**months ended**

 

 

**months ended**

 

 

 

**June 30, 2009**

 

 

**June 30, 2009**

 

 

 

 

 

 

 

 

REVENUE

$

192 

 

$

2,471 

 

 

 

 

 

 

 

 

 COST OF SALES

 

- 

 

 

(34,369)

 

 

 

 

 

 

 

 

GROSS PROFIT/(LOSS)

 

192 

 

 

(31,898)

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

General & administrative

 

153,146 

 

 

291,657 

 

 

 

 

 

 

 

 

TOTAL OPERATING EXPENSES

 

153,146 

 

 

291,657 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

(152,954)

 

 

(323,555)

 

 

 

 

 

 

 

 

LOSS BEFORE TAXES

 

(152,954)

 

 

(323,555)

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

- 

 

 

- 

 

 

 

 

 

 

 

 

NET LOSS

$

(152,954)

 

 

(323,555)

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME

 

- 

 

 

- 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME

$

(152,954)

 

 

(323,555)

 

 

 

 

 

 

 

 

NET LOSS PER SHARE, BASIC AND DILUTED

$

(0.0020)

 

$

(0.0042)

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING,

BASIC AND DILUTED

 

77,820,000 

 

 

77,820,000 

 

See accompanying notes to the condensed consolidated financial statements

6

**ASIAN TRENDS MEDIA HOLDINGS, INC.** 

**CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)**

 

 

 

 

 

 

**For the six**

 

 

 

**months ended**

 

 

 

**June 30, 2009**

 

**Cash Flows From Operating Activities:**

 

 

 

Net loss

$

(323,555)

 

Adjustments to reconcile net loss to net cash used by operating activities:

 

 

 

Depreciation

 

22,786 

 

Changes in operating assets and liabilities:

 

 

 

Increase in other receivables and deposits

 

(67,551)

 

Increase in accounts payable

 

70,599 

 

Increase in accrued expenses and other payables

 

75,610

 

Net cash used in operating activities

 

(222,111)

 

 

 

 

 

**Cash Flows From Investing Activities:**

 

 

 

Purchase of property, plant and equipment

 

(5,483)

 

Net cash used in investing activities

 

(5,483)

 

 

 

 

 

**Cash Flows From Financing Activities:**

 

 

 

Capital contribution

 

- 

 

Net cash provided from financing activities

 

- 

 

 

 

 

 

**Net decrease in cash and cash equivalents**

 

(227,594)

 

 

 

 

 

**Cash and cash equivalents at Beginning of Period**

 

233,689 

 

 

 

 

 

**Cash and cash equivalents at the End of Period**

 $

6,095 

 

 

 

 

 

See accompanying notes to the condensed consolidated financial statements

7

**ASIAN TRENDS MEDIA HOLDINGS, INC.**

**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

**NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES**

 

The Company was incorporated under the laws of the State of Delaware on July 15, 2002 with authorized common stock of 50,000,000 shares at $0.001 par value with the name “North America Marketing Corporation”.  

On March 29, 2004, the Company changed the domicile to the State of Nevada in connection with a name change to “Elite Artz, Inc.”.

On October 1, 2007, Elite Artz, Inc. completed a share exchange agreement with Parkade and Clifford Manufacturing Co., Ltd., the sole shareholder of Parkade.  For accounting purposes, this acquisition was treated as a reverse acquisition and recapitalization of Parkade.  The Company then effected a name change to Clifford China Estates, Inc.

On December 30, 2008, Asian Trends Media Holdings, Inc. (the “Company”) entered into and completed an agreement for share exchange (the “Acquisition Agreement”) with Asian Trends Broadcasting Inc. (“Asian Trends BVI”), a company incorporated on July 21, 2008 under the laws of the British Virgin Islands. Asian Trends BVI operates liquid crystal display (“LCD”) flat-panel televisions and LCD billboards that advertise throughout Hong Kong and creates revenue by selling advertising airtime on these LCD displays through a wholly-owned subsidiary in Hong Kong, namely, Asian Trends Broadcasting Corporation Limited (“Asian Trends HK”).  Asian Trends HK was incorporated on August 5, 2008.

Pursuant to the terms of the Acquisition Agreement, the Company acquired 100% ownership interest in Asian Trends BVI. Consideration paid by the Company to Asian Trends BVI was 75,793,200 restricted shares of the Company’s common stock.  After the completion of the transaction, Asian Trends BVI became a wholly owned subsidiary of the Company.  

In conjunction with the Acquisition Agreement with Asian Trends BVI, the Company entered into and completed an agreement for share exchange (the “Disposal Agreement”) with Clifford Manufacturing Co., Ltd. (“Clifford Mfg.”) and the shareholders of the Company (“Shareholders”).  Pursuant to the terms of the Agreement, Clifford Mfg. shall acquire 100% ownership of the issued and outstanding capital stock of Parkade International Ltd., a British Virgin Islands Holding Company (“Parkade”), which are currently held by the Company (the “Parkade Shares”). As consideration for the Parkade Shares, Clifford Mfg. caused all of the shares held by affiliates of Clifford Mfg to be delivered to the Company, including 47,973,200 shares of the Company’s common stock and 5,000,000 shares of the Company’s Series A Preferred Stock, held by such affiliates.

On December 31, 2008, the Company closed the transaction set forth in the Disposal Agreement with Clifford Mfg.  Pursuant to the terms of the Disposal Agreement, Clifford Mfg. acquired 100% ownership of the issued and outstanding capital stock of Parkade.  In consideration for the Parkade Shares, Clifford Mfg. caused its affiliates to deliver the agreed shares to the Company.

Immediately following completion of the above acquisition and disposal transactions through the issuance and cancellation of the Company’s common stock and preferred stock, the Company has 77,820,000 shares of its common stock issued and outstanding.

For accounting purposes, the acquisition of Asian Trends BVI by the Company has been recorded as a reverse acquisition of a public company and recapitalization of Asian Trends BVI based on the factors demonstrating that Asian Trends BVI represents the accounting acquirer. The acquisition is equivalent to the issuance of stock by Asian Trends BVI for the net monetary assets (which were not significant) of the Company.

On March 12, 2009, the Company, through its wholly owned subsidiary Asian Trends BVI, formed Votex Entertainment Company Limited, a wholly owned subsidiary incorporated in Hong Kong.

8

**NOTE 2 – BASIS OF PRESENTATION**

 

The accompanying financial statements as of June 30, 2009 and for the six months ended June 30, 2009 have been prepared by Asian Trends Media Holdings, Inc. (the “Company”) without an audit. Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), certain information and footnote disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted. These financial statements should be read in conjunction with the financial statement and the notes thereto included in the Company’s audited annual financial statements for the year ended December 31, 2008, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC on April 14, 2009.

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

In the opinion of the management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position as of June 30, 2009, results of operations for the three months and six months ended June 30, 2009 and cash flows for the six months ended June 30, 2009, have been made. The results of operations for the three months and six months ended June 30, 2009 are not necessarily indicative of the operating results for the full year.

**NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

 

(a)

   Economic and Political Risk

The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.

The Company’s major operations in Hong Kong are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, and legal environment. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.

(b)  Cash and Cash Equivalents

 

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains bank accounts in Hong Kong through its wholly-owned subsidiary.

(c)

Property, Plant and Equipment

 

Property, plant and equipment are carried at cost less accumulated depreciation and impairment. The cost of maintenance and repairs is charged to income as incurred, whereas significant renewals and betterments are capitalized. The cost and the related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income.

(d)

Depreciation

 

The Company provides for depreciation of property, plant and equipment principally by use of the straight-line method for financial reporting purposes. Property, plant and equipment are depreciated over the following estimated useful lives:

9

**NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**

Computer equipment

3 years

Leasehold improvement

2 years

Office equipment

5 years

Furniture

5 years

Site display system

5 years

 

Depreciation expense for the six months ended June 30, 2009 was $22,786.

(e)

Accounting for the Impairment of Long-Lived Assets

 

The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. There were no impairments of long-lived assets for the six months ended June 30, 2009.

 

(f)

Income Tax

The Company has adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes,” (“SFAS 109”) which incorporates the use of the asset and liability approach of accounting for income taxes. The Company allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

 

In accordance with the relevant tax laws and regulations of the PRC and Hong Kong, the corporation income tax rate is 25% and 16.5% respectively. The Company recognizes certain income and expenses that do not conform to the timing and conditions allowed by the PRC tax authorities.

 

“Accounting for Uncertainty in Income Taxes”— an interpretation of FASB Statement No. 109. (“FIN 48”) clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109, and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

 

(g)

Fair Value of Financial Instruments

 

The carrying amounts of financial instruments such as cash and accounts payable approximate their fair value because of the short maturities of these instruments. The fair value of receivables from associated companies and payables to associated companies are not practical to estimate based upon the related party nature of the underlying transactions.

(h)

Revenue Recognition

10

**NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**

Revenue represents the invoiced value of services rendered to customers during the period. Revenue is recognized when all of the following criteria are met:

a)

Persuasive evidence of an arrangement exists,

b)

Delivery has occurred or services have been rendered,

c)

The seller’s price to the buyer is fixed or determinable, and

d)

Collectibility is reasonably assured.

(i)

Earnings Per Share

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of June 30, 2009, there were no dilutive securities outstanding.

(j)

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 may differ from those estimates.

 

(k)

Retirement Benefits

 

Hong Kong mandates companies to operate a mandatory provident fund scheme, which is available to all employees in Hong Kong. Both the Company and the employees are required to contribute 5% (subject to an aggregate maximum amount of $256) per month of the employees’ relevant income. Contributions from the Company are 100% vested in the employees as soon as they are paid to the scheme. Contributions to the scheme are expensed in the statement of income as they become payable in accordance with the rules of the scheme. The assets of the scheme are held separately from those of the Company and managed by independent professional fund managers.  The Company provides no other retirement benefits to its employees.

 

(l)

Comprehensive Income

 

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

 

(m)

Foreign Currency Translation

 

The accompanying consolidated financial statements are presented in United States dollars.  The functional currency of the Company is Hong Kong Dollar (“HK$”). Capital accounts of the consolidated financial statements are translated into United States dollars (“US$”) from Hong Kong dollars (“HK$”) at their historical exchange rates when the capital transactions occurred.  Assets and liabilities are translated at the exchange rates as of the balance sheet date. Income and expenditures are translated at the average exchange rate during the period. The translation rates are as follows:

11

**NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**

 

 

 

 

**June 30, 2009**

 

Period end HK$ : US$ exchange rate

 

 

 

 

 

0.1282 

 

 

 

 

 

 

 

 

 

Average Period HK$ : US$ exchange rate

 

 

 

 

 

0.1282 

 

(n)

Recent Accounting Pronouncements

The Company does not expect that the adoption of the recent accounting pronouncements to have any material impact on its financial statements.

**NOTE 4 – DEPOSITS PAID AND OTHER RECEIVABLES**

Deposits paid consists of payments and deposits made by the Company to third parties in the normal course of business operations with no interest being charged and no fixed repayment terms. These payments are made for the places and services that are used by the Company for its current operations.

The Company evaluates the amounts recorded as deposits paid and other receivables on a periodic basis and records a charge to the current operations of the Company when the related expense has been incurred or when the amounts reported as other receivables is no longer deemed to be collectible by the Company.

 

Deposits paid and other receivables as of June 30, 2009 and December 31, 2008 are summarized as follows:

 

 

 

June 30, 2009

 

 

December 31, 2008

 

 

 

 

(Unaudited)

 

 

(Audited)

 

Deposits paid

 

**$**

8 

 

$

2,500 

 

Other receivables

 

 

114,402 

 

 

44,359 

 

Total

 

**$**

114,410 

 

$

46,859 

 

**NOTE 5 - PROPERTY AND EQUIPMENT**

 

Property, plant and equipment of the Company consist primarily of computer and display equipment owned and operated by the Company. Property, plant and equipment as of June 30, 2009 and December 31, 2008 is summarized as follows:

 

 

 

June 30, 2009

(Unaudited)

 

December 31, 2008

(Audited)

 

At cost:

 

 

 

 

 

 

     Computer equipment

 

$

13,147 

$

13,147 

 

     Leasehold improvement

 

 

47,533 

 

47,533 

 

     Office equipment

 

 

30,137 

 

24,654 

 

     Furniture

 

 

11,632 

 

11,632 

 

     Site display system

 

 

10,640 

 

10,640 

 

 

 

 

113,089 

 

107,606 

 

Less: Accumulated depreciation

 

 

(28,113)

 

(5,327)

 

Property, plant and equipment, net

 

$

84,976 

$

102,279 

 

Depreciation expense for the six months ended June 30, 2009 was $22,786.

12

**NOTE 6 – ACCRUED EXPENSES AND OTHER PAYABLES**

 

 

June 30, 2009

 

 

December 31, 2008

 

 

 

(Unaudited)

 

 

(Audited)

 

Accrued expenses

$

1,648

 

$

5,910

 

Other payables

 

86,090

 

 

6,218

 

Total

$

87,738

 

$

12,128

 

Other payables consist of amounts owed by the Company to various entities that are incurred by the Company under the normal course of business operations. These liabilities are non interest bearing and are payable within a year.

**NOTE 7 - INCOME TAX AND DEFERRED TAX ASSETS / LIABILITIES**

The corporate income tax rates applicable to the subsidiaries for the six months periods ended June 30, 2009 were as follows:

 

Place of incorporation

 

2009

 

 

Asian Trends Broadcasting Inc. 

BVI

 

 0%

 

 

Asian Trends Broadcasting Corporation Limited

Hong Kong

 

 16.5%

 

 

Votex Entertainment Company Limited

Hong Kong

 

  16.5%

 

 

 

The Company's actual tax expense differs from the "expected" tax expense for the six months ended June 30, 2009 (computed by applying the CIT rate of 16.5% to net loss of the Company).

 

 

For the six

 

 

 

months ended

 

 

 

June 30, 2009

 

 

 

(Unaudited)

 

Net loss before provision for income taxes

**$**

(323,555)

 

Tax at the applicable rate: 16.5%

 

(53,386)

 

Tax effect of loss not recognized

 

53,386 

 

TOTAL

**$**

- 

 

No provision for the statutory corporate income tax is made as the Company did not generate any assessable income for the six months ended June 30, 2009.

The provisions for income taxes for the six months ended June 30, 2009 are summarized as follows:

 

 

 

 

 

 

For the six

 

 

 

 

 

 

 

months ended

 

 

 

 

 

 

 

June 30, 2009

 

 

 

 

 

 

 

(Unaudited)

 

Current

 

 

 

 

**$ **

- 

 

Deferred

 

 

 

 

 

- 

 

TOTAL

 

 

 

 

**$ **

- 

 

There are no other timing differences between reported book or financial income and income computed for income tax purposes.  Therefore, the Company has made no adjustment for deferred tax assets or liabilities.

13

**NOTE 8 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE.**

On December 31, 2008, the Company closed the transaction set forth in the Disposal Agreement with Clifford Mfg.   Pursuant to the terms of the Disposal Agreement, Clifford Mfg. acquired 100% ownership of the issued and outstanding capital stock of Parkade.  In consideration for the Parkade Shares, Clifford Mfg. caused its affiliates to deliver the agreed shares to the Company.

There have been no other material related party transactions.  

**NOTE 9 - COMMON STOCK**

The Company authorized 225,000,000 shares $0.001 par value of common stock. The Company has a total of 77,820,000 shares of common stock issued and outstanding as of June 30, 2009.

**NOTE 10 - CONTINGENCIES AND COMMITMENTS**

**Operating lease commitments**

As of June 30, 2009, the Company had a non-cancelable operating lease with a third party for its office. The expected annual lease payments under this operating lease is as follows:

For the year ended December 31,

 

 

 

 

 

As of June 30, 2009

2009

 

 

 

 

$

74,617

2010

 

 

 

 

 

6,218

TOTAL

 

 

 

 

$

80,835

**NOTE 11 - GOING CONCERN**

The Company will need additional working capital to carry out its planned activity, which raises substantial doubt about its ability to continue as a going concern.  Continuation of the Company as a going concern is dependent upon obtaining additional working capital through loans, equity financing or merger with another entity.  Management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding and other financing which will enable the Company to operate for the coming year.

14

**ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**

*The following discussion should be read in conjunction with our unaudited condensed financial statements and the notes thereto. Please note that the following comparison periods are different than the comparison periods used in quarterly and annual filings. This is because of the Company’s change in fiscal year.*

***Cautionary Notice Regarding Forward-Looking Statements***

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

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our Annual Report on form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

***Use of Generally Accepted Accounting Principles (“GAAP”) Financial Measures***

We use GAAP financial measures in the section of this quarterly report captioned "Management’s Discussion and Analysis or Plan of Operation" (“MD&A”).  All of the GAAP financial measures used by us in this report relate to the inclusion of financial information. 

**Overview**

This subsection of MD&A provides an overview of the important factors that management focuses on in evaluating our businesses, financial condition and operating performance, our overall business strategy and our earnings for the periods covered. 

15

***General***

The Company was incorporated under the laws of the State of Delaware on July 15, 2002 with authorized common stock of 50,000,000 shares at $0.001 par value with the name “North America Marketing Corporation”.  

On March 29, 2004, the Company changed the domicile to the State of Nevada in connection with a name change to “Elite Artz, Inc.”.

On October 1, 2007, Elite Artz, Inc. completed a share exchange agreement with Parkade and Clifford Manufacturing Co., Ltd., the sole shareholder of Parkade.  For accounting purposes, this acquisition was treated as a reverse acquisition and recapitalization of Parkade.  The Company then effected a name change to Clifford China Estates, Inc.

On December 30, 2008, Asian Trends Media Holdings, Inc. (the “Company”) entered into and completed an agreement for share exchange (the “Acquisition Agreement”) with Asian Trends Broadcasting Inc. (“Asian Trends BVI”), a company incorporated on July 21, 2008 under the laws of the British Virgin Islands. Asian Trends BVI operates liquid crystal display (“LCD”) flat-panel televisions and LCD billboards that advertise throughout Hong Kong and creates revenue by selling advertising airtime on these LCD displays through a wholly-owned subsidiary in Hong Kong, namely, Asian Trends Broadcasting Corporation Limited (“Asian Trends HK”).  Asian Trends HK was incorporated on August 5, 2008.

Pursuant to the terms of the Acquisition Agreement, the Company acquired 100% ownership interest in Asian Trends BVI. Consideration paid by the Company to Asian Trends BVI was 75,793,200 restricted shares of the Company’s common stock.  After the completion of the transaction, Asian Trends BVI became a wholly owned subsidiary of the Company.  

In conjunction with the Acquisition Agreement with Asian Trends BVI, the Company entered into and completed an agreement for share exchange (the “Disposal Agreement”) with Clifford Manufacturing Co., Ltd. (“Clifford Mfg.”) and the shareholders of the Company (“Shareholders”).  Pursuant to the terms of the Agreement, Clifford Mfg. shall acquire 100% ownership of the issued and outstanding capital stock of Parkade International Ltd., a British Virgin Islands Holding Company (“Parkade”), which are currently held by the Company (the “Parkade Shares”). As consideration for the Parkade Shares, Clifford Mfg. caused all of the shares held by affiliates of Clifford Mfg to be delivered to the Company, including 47,973,200 shares of the Company’s common stock and 5,000,000 shares of the Company’s Series A Preferred Stock, held by such affiliates.

On December 31, 2008, the Company closed the transaction set forth in the Disposal Agreement with Clifford Mfg.  Pursuant to the terms of the Disposal Agreement, Clifford Mfg. acquired 100% ownership of the issued and outstanding capital stock of Parkade.  In consideration for the Parkade Shares, Clifford Mfg. caused its affiliates to deliver the agreed shares to the Company.

Immediately following completion of the above acquisition and disposal transactions through the issuance and cancellation of the Company’s common stock and preferred stock, the Company has 77,820,000 shares of its common stock issued and outstanding.

The intent of the agreement was to have Clifford become a public shell company and account for the business acquisition as a reverse merger with Asian Trends being the accounting acquirer and the surviving entity.

Subsequently, on January 12, 2009, Clifford caused to be formed a corporation under the laws of the State of Nevada called Asian Trends Media Holdings, Inc. (“Merger Sub”) which is a direct wholly-owned subsidiary of Clifford.  On January 12, 2009, Clifford and Merger Sub entered into an Agreement and Plan of Merger, to become effective on January 20, 2009, pursuant to which Merger Sub merged with and into Clifford and Clifford remained as the surviving corporation of the merger.

16

 

As a result of the merger, the corporate name of Clifford was changed to “Asian Trends Media Holdings, Inc.” Prior to the merger, Merger Sub had no liabilities and nominal assets and, as a result of the merger the separate existence of Merger Sub then ceased. Clifford was the surviving corporation in the merger and, except for the name change provided for in the Agreement and Plan of Merger, there was no change in the directors, officers, capital structure or business of Clifford.

 

Clifford, as the parent domestic Nevada corporation, owning at least 90 percent of the outstanding shares of Merger Sub, under Nevada law (NRS Section 92A.180) may merge Merger Sub into itself without shareholder approval and effectuate a name change without shareholder approval.

Following the Merger, on March 16, 2009, Asian Trends (the “Company”) filed a Form 8-K/A with the SEC setting forth the new business and combined financials.

***Plan of Operation (Successor Strategy)***

 

We believe that our available cash and cash equivalents of as of June 30, 2009, along with the expected proceeds from our operations, will provide adequate liquidity to fund our operations through at least the next twelve months.  

We do not expect any purchase or sale of plant and office equipment.

***Results of Operation- Three Months Ended June 30, 2009***

The following table summarizes the result of our operation during the three months ended June 30, 2009 

 

 

**Three months ended**

** June 30, 2009**

Revenue

$

192 

Cost of sales

 

0 

Gross profit

 

192 

General & administrative

 

153,146 

Sales & marketing

 

0 

Finance

 

0 

(Loss) from operations

 

(152,954) 

Other income

 

0 

Provision for taxation

 

0 

Minority interests

 

0 

Net (loss)

 

(152,954)

Revenues

The sales were recognized as one advertising packages for the second quarter.

Cost of sales

The cost of sales represented cost of content production and maintenance of Inno View by Sirius International (Hong Kong) Ltd. However, we have terminated Sirius’s services in the second quarter and therefore there has been not cost of sales during the second quarter

17

Operating expenses

*General and administrative expenses*

General and administrative expenses consist of the following:

 

 

**Three months Ended**

** June 30, 2009**

Salaries

$

54,282

Office rental

 

19,927

Depreciation

 

9,643

Legal and other professional fee

 

59,976

Miscellaneous

 

9,318

TOTAL

 

153,146

*Salaries*

Salaries for the second quarter in 2009 represented salaries paid to the staff who were hired by Asian Trends Broadcasting Corporation Limited.  Salary expenses were decreased during the second quarter as compared to the first quarter because of staff reduction

*Office rental*

Office rental in the second quarter in 2009 represented the rental expenses paid for the Suite 1902, Kodak House II, Quarry Bay, Hong Kong.

*Legal and other professional fee*

Legal and professional fees comprised of legal and professional service fee  to maintain our operations and filing requirements.

*Depreciation*

The depreciation for the  second quarter of 2009 was a significant portion of general and administrative expenses because leasehold improvement was depreciated under the straight line method for the useful lives of 2 years.

Loss before tax

As a result of the above reasons, loss before income taxes for the second quarter of 2009 was $ 152,954.

18

***Results of Operation- Six Months Ended June 30, 2009***

The following table summarizes the result of our operation during the six months ended June 30, 2009 

 

 

**Six months ended**

** June 30, 2009**

Revenue

$

2,471

Cost of sales

 

34,369

Gross loss

 

(31,898)

General & administrative

 

291,657

Sales & marketing

 

0

Finance

 

0

(Loss) from operations

 

(323,555)

Other income

 

0

Provision for taxation

 

0

Minority interests

 

0

Net (loss)

 

(323,555)

Revenues

The sales were recognized as two advertising packages for the first quarter and one advertising packages for the second quarter.

Cost of sales

The cost of sales represented cost of content production and maintenance of Inno View by Sirius International (Hong Kong) Ltd. However, we have terminated Sirius’s services in the second quarter and therefore there has been not cost of sales during the second quarter

Operating expenses

*General and administrative expenses*

General and administrative expenses consist of the following:

 

 

**Six months ended**

**June 30, 2009**

Salaries

$

120,243

Office rental

 

39,869

Depreciation

 

22,786

Legal and other professional fee

 

83,884

Miscellaneous

 

26,875

TOTAL

 

291,657

*Salaries*

Salaries for the first and second quarter in 2009 represented salaries paid to the staff who were hired by Asian Trends Broadcasting Corporation Limited.  Salary expenses were decreased during the second quarter as compared to the first quarter because of staff reduction

19

*Office rental*

Office rental in the second quarter in 2009 represented the rental expenses paid for the Suite 1902, Kodak House II, Quarry Bay, Hong Kong.

*Legal and other professional fee*

Legal and professional fees comprised of legal and professional service fee to maintain our operations and filing requirements.

*Depreciation*

The depreciation for the first and second quarter of 2009 was a significant portion of general and administrative expenses because leasehold improvement was depreciated under the straight line method for the useful lives of 2 years.

Loss before tax

As a result of the above reasons, loss before income taxes for the six months ended June 30, 2009 was $ 323,555.

***Liquidity and Capital Resources***

As of June 30, 2009, we had cash and cash equivalents of $6,095.  Liabilities at June 30, 2009 totaled $190,132 and consisted of $102,394 in Accounts Payable and $87,738 in Accrued Expenses.  

Due to the new operating company, the Company may seek additional capital investments for support and expansion of the new operations and its working capital needs.   To achieve this objective, the Company may sell shares of common stock.  However, completion of our operating plan is subject to attaining adequate revenue and profits. We cannot assure investors that adequate revenues or profits will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without achieving projected revenue and profit results within the next twelve months, we anticipate being able to continue with our present activities, but we may require financing to achieve our goal of profit, revenue and growth.

***Cash Position***

 

 

**Six months ended June 30, 2009**

Net cash (used in) operating activities

$

(222,111)

Net cash (used in) investing activities

 

(5,483)

Net cash (used in) financing activities

 

0

Net increase (decrease) in cash and cash equivalents

 

(227,594)

Net cash used in operating activities was $(222,111) for the period ended June 30, 2009.

*Cash flows from investing activities*

Net cash provided by investing activities for the six months ended June 30, 2009 was $5,483.

The investing activities represent the purchase of office equipment and of Smart Film, speakers and a projector.

*Cash flows from financing activities*

Net cash provided by financing activities for the six months ended June 30, 2009 was $0.

***Inflation***

Inflation does not materially affect our business or the results of our operations. 

20

***Subsequent Events***

On January 12, 2009, Clifford caused to be formed a corporation under the laws of the State of Nevada called Asian Trends Media Holdings, Inc. (“Merger Sub”) which is a direct wholly-owned subsidiary of Clifford.  On January 12, 2009, Clifford and Merger Sub entered into an Agreement and Plan of Merger, to become effective on January 20, 2009, pursuant to which Merger Sub merged with and into Clifford and Clifford remained as the surviving corporation of the merger.

 

As a result of the merger, the corporate name of Clifford was changed to “Asian Trends Media Holdings, Inc.” Prior to the merger, Merger Sub had no liabilities and nominal assets and, as a result of the merger the separate existence of Merger Sub then ceased. Clifford was the surviving corporation in the merger and, except for the name change provided for in the Agreement and Plan of Merger, there was no change in the directors, officers, capital structure or business of Clifford.

 

Clifford, as the parent domestic Nevada corporation, owning at least 90 percent of the outstanding shares of Merger Sub, under Nevada law (NRS Section 92A.180) may merge Merger Sub into itself without shareholder approval and effectuate a name change without shareholder approval.

On January 7, 2009, the Board of Directors of the Company accepted the resignation of Ms. Wendy L. H. Man from all of her committee, officer and employee positions with the Company. Ms. Man does not have any disagreements with the Company and has no claims against the Company.

On January 13, 2009, the Board of Directors of the Company appointed Mr. Huang Jian Nan, a director of the Company, to serve as the Company’s Chief Financial Officer.

Following the Merger, on March 16, 2009, Asian Trends (the “Company”) filed a Form 8-K/A with the SEC setting forth the new business and combined financials.

 

***Off-Balance Sheet Arrangements***

We have no off-balance sheet arrangements**.**

***Critical Accounting Policies***

*** ***

The Company’s significant accounting policies are presented in the Company’s notes to financial statements for the period ended December 31, 2008, which are contained in this filing, the Company’s 2008 Annual Report on Form 10-K. The significant accounting policies that are most critical and aid in fully understanding and evaluating the reported financial results include the following:

The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require 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. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

***Recent Accounting Pronouncements***

The Financial Accounting Standards Board and other standard-setting bodies issued new or modifications to, or interpretations of, existing accounting standards during the year. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term.  These recently issued pronouncements have been addressed in the footnotes to the financial statements included in this filing.

21

**ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

 

There have been no material changes in market risk since the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

**ITEM 4T.  CONTROLS AND PROCEDURES**

 

**Evaluation of disclosure controls and procedures**

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2009. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as of the end of such periods are not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure

  

The company has limited resources and as a result, a material weakness in financial reporting currently exists.

A material weakness is a deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) auditing standard 5) or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.  Management has determined that a material weakness exists due to a lack of segregation of duties, resulting from the Company's limited resources.

One material weakness in the Company’s internal controls is that it currently only has one director. The Company is currently performing a search for at least one additional director in order to remedy this material weakness.

The Company’s management confirm that there was no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2009 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

22

**PART II – OTHER INFORMATION**

 

**ITEM 1.  LEGAL PROCEEDINGS**

** **

There is no pending litigation by or against us.

 

**ITEM 2.  UNREGISTERED SHARES OF EQUITY SECURITIES AND USE OF PROCEEDS **

Set forth below is information regarding the issuance and sales of Asian Trends Media Holdings, Inc.'s common stock without registration under the Securities Act of 1933 during the last three (3) years. No sales involved the use of an underwriter and no underwriter discounts or commissions were paid in connection with the sale of any securities.

**Common Stock**

**Date**

**Description**

**Change in Shares**

**        Running Total**

May 23, 2007

Beginning Balance

3,059,400

   3,059,400

May 24, 2007

2 for 1 Forward Split

3,059,400

   6,118,800

Dec 5, 2007

Issuance to Billion Express 

International Ltd

43,881,200

 50,000,000

Jan 9, 2009

Issuance to Roger Yip Chi Him

& Chan Tsz King

75,793,200             125,793,200

Jan 9, 2009

Cancellation by Billion Express

International Ltd

(43,881,200)

 81,912.000

**Preferred Stock**

**Date**

**Description**

**Change in Shares**

**        Running Total**

Dec 5, 2007

New Issuance

5,000,000

   5,000,000

Jan 9, 2009  

Cancellation to Billion Express

International Ltd

2,111,880

   2,888,120

Jan 9, 2009

Cancellation to Profit Garden

International Ltd

(2,888,120)

0

**ITEM 3.  DEFAULTS UPON SENIOR SECURITIES**

 

None

**ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS **

No matters were submitted to our security holders during the quarter ending June 30, 2009 that was not reported in a current report on Form 8-K.

 

23

**ITEM 5.  OTHER INFORMATION**

 

***Committees***

We currently do not have standing audit, nominating or compensation committees.  Currently, our entire Board of Directors is responsible for the functions that would otherwise be handled by these committees.  We intend, however, to establish an audit committee, a nominating committee and a compensation committee of the Board of Directors.  We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditors, evaluating our accounting policies and our system of internal controls.  The nominating committee would be responsible for nomination of new director candidates and will be responsible for implementing our corporate governance policies and procedures.  The compensation committee will be primarily responsible for reviewing and approving our salary and benefits policies (including stock options) and other compensation of our executive officers.

 

Our Board of Directors has not made a determination as to whether any member of our board is an audit committee financial expert. Upon the establishment of an audit committee, the board will determine whether any of the directors qualify as an audit committee financial expert.

On March 12, 2009, our subsidiary, Asian Trends Broadcasting Inc. established a wholly-owned subsidiary, Votex Entertainment Company Limited (Votex), which was incorporated in Hong Kong.  Votex did not have significant operations during the current quarter.

**ITEM 6.  EXHIBITS**

***Exhibits***

**Exhibit**

**Number**

**Description**

31.1

 

Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

 

Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32

 

Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

24

**SIGNATURES**

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

 

 

 

 

 

**ASIAN TRENDS MEDIA HOLDINGS, INC.**

 

 

 

Dated:  August 19, 2009

/s/ ZHI JIAN ZENG

 

Zhi Jian Zeng

 

Chief Executive Officer

 

  

 

 

Dated:  August 19, 2009

/s/ HUANG JIAN NAN

 

Huang Jian Nan

 

Chief Financial Officer

 

25