**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-Q/A**

**Amendment No 1**

 (Mark One) 

R **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 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 incorporation or organization)*

 

*(IRS Employer Identification No.)*

 

**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..   Yes R    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 filer £

 Non-accelerated filer £

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

 Smaller reporting company R

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £   No R

State the number of shares outstanding of each of the issuer’s classes of common equity, as of March 31, 2011, are as follows: 

 

 

 

Class of Securities

Shares Outstanding

**Common Stock, $0.001 par value**

**81,912,000 shares**

Transitional Small Business Disclosure Format (check one): Yes £  NoR
1

**Explanatory Note**

 

**The purpose of this amendment is to correct one of the signatories.**

 

 

 

**TABLE OF CONTENTS**

 

 

 

 

 

 

 

**PART I - FINANCIAL INFORMATION**

Item 1.  

Unaudited Condensed Financial Statements

3

Item 2.  

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

12

Item 3.  

Quantitative and Qualitative Disclosures About Market Risk

 13

Item 4. 

Controls and Procedures

  13

  

  

  

**PART II -OTHER INFORMATION**

Item 1.  

Legal Proceedings.

  14

Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds.

  14

Item 3.  

Defaults Upon Senior Securities.

  14

Item 4.  

Removed and Reserved

  14

Item 5.  

Other Information.

  14

Item 6.  

Exhibits

  14

  

  

  

**SIGNATURES**

15

 

2

**PART I – FINANCIAL INFORMATION**

**ITEM 1.  FINANCIAL STATEMENTS**

**Contents**

 

 

 

 

**Condensed Financial Statements:**

**Page**

**Number**

  

  

Condensed Consolidated Balance Sheets 

4

Condensed Consolidated Statements of Operation  (unaudited)

5

Condensed Consolidated Statements of Cash Flows (unaudited)

6

Notes to Condensed Financial Statements (unaudited)

7-11

3

**ASIAN TRENDS MEDIA HOLDINGS, INC.**

**CONDENSED CONSOLIDATED BALANCE SHEETS**

 

 

**March 31**

 

**December 31**

 

 

**2011**

 

**2010**

 

 

**(Unaudited)**

 

**(Audited)**

**Assets**

 

 

 

 

     Current assets

 

 

 

 

          Cash and cash equivalents

$

-

 $

245,902

          Accounts receivable

 

92

 

175,533

          Other receivables and deposits

 

46,995

 

29,390

     Total current assets

 

47,087

 

450,825

 

 

 

 

 

     Property, plant & equipment, net

 

29,654

 

37,348

**Total assets**

$

76,741

 $

488,173

 

 

 

 

 

**Liabilities and equity**

 

 

 

 

**Liabilities**

 

 

 

 

     Current liabilities

 

 

 

 

          Accounts payable

$

17,387

$

54,913

          Accrued expenses and other payables

 

2,324

 

411,035

          Advances from shareholder

 

107,011

 

189,721

          Notes payable

 

256,412

 

-

          Unearned revenue

 

-

 

10,769

     Total current liabilities

 

383,134

 

666,438

 

 

 

 

 

**Total liabilities**

 

383,134

 

666,438

 

 

 

 

 

**Shareholders’ equity**

 

 

 

 

     Common stock, Par value $0.001, 225,000,000 shares authorized; $0.01 par value; 81,912,000 and 117,711,810 shares issued and outstanding as of March 31, 2011 and December 31, 2010, respectively

 

81,912

 

117,711

     Additional paid in capital

 

634,545

 

877,305

     Accumulated deficit

 

(1,022,850)

 

(1,173,281)

**Total shareholders’ equity**

 

(306,393)

 

(178,265)

 

 

 

 

 

**Total liabilities and shareholders’ equity**

$

76,741

$

488,173

 

 

 

 

 

See accompanying notes to the condensed consolidated financial statements

4

**ASIAN TRENDS MEDIA HOLDINGS, INC**

**CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**

**AND COMPREHENSIVE INCOME (UNAUDITED)**

 

**Three months ended March 31,**

 

 

**2011**

 

**2010**

 

 

 

 

 

Revenues

$

92

$

294

 

 

 

 

 

Cost of sales

 

-

 

294

 

 

 

 

 

Gross profit

 

92

 

-

 

 

 

 

 

Expenses

 

 

 

 

General and administrative (inclusive of depreciation)

 

15,084

 

12,151

Total operating expenses

 

15,084

 

12,151

 

 

 

 

 

Loss from continuing operations before provision for income taxes

 

(14,992)

 

(12,151)

 

 

 

 

 

Provision for income taxes

 

-

 

-

 

 

 

 

 

**Net loss from continuing operations**

**$**

**(14,992)**

**$**

**(12,151)**

 

 

 

 

 

Discontinued operations

 

 

 

 

Net income

 

49,955

 

-

Gain on disposal of discontinued operations

 

115,468

 

-

 

 

 

 

 

**Net income from discontinued operations**

**$**

**165,423**

**$**

**-**

 

 

 

 

 

**Net income/(loss) for the period**

**$**

**150,431**

**$**

**(12,151)**

 

 

 

 

 

Other comprehensive income

 

-

 

-

 

 

 

 

 

**Total comprehensive income/(loss) income for the period**

**$**

**150,431**

**$**

**(12,151)**

 

 

 

 

 

 

 

 

 

 

Earnings/(loss) per share, basic and diluted – continuing operations

$

0.00

$

(0.00) 

 

 

 

 

 

Weighted average number of shares outstanding, basic and diluted

 

89,867,514

 

81,912,000

See accompanying notes to the condensed consolidated financial statements

5

**ASIAN TRENDS MEDIA HOLDINGS, INC**.

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

 

 

**Three months ended**

 

 

**March 31, 2011**

 

**March 31, 2010**

 

 

 

 

 

**Cash flows from operating activities**

 

 

 

 

Cash flows from continuing operating activities

 

 

 

 

     Net loss

$

(14,992)

$

(12,151)

     Adjustments to reconcile net income to net cash flows used in operating activities for:

 

 

 

 

          Depreciation

 

3,279

 

9,657

     Changes in operating assets and liabilities:

 

 

 

 

          Increase in accounts receivables

 

(92)

 

-

          Decrease in other receivables and deposits

 

18,955

 

1,584

          Increase in accounts payable

 

849

 

-

          (Decrease)/increase in accrued expenses and other payables

 

(15,275)

 

656

     Net cash used in continuing operating activities

 

(7,276)

 

(254)

     Net cash provided by discontinued operating activities

 

32,901

 

-

 

 

 

 

 

     Net cash provided by/(used in) operating activities

 

25,625

 

(254)

 

 

 

 

 

**Cash flows from investing activities**

 

 

 

 

     Net cash used in continuing investing activities

 

-

 

-

     Net cash used in discontinued investing activities

 

-

 

-

 

 

 

 

 

Net cash used in investing activities

 

-

 

-

 

 

 

 

 

**Cash flows from financing activities**

 

 

 

 

Cash flows from continuing financing activities

 

 

 

 

     Decrease in advance from a shareholder

 

(82,710)

 

-

     Net cash provided by continuing financing activities

 

(82,710)

 

-

     Net cash used in discontinued financing activities

 

-

 

-

 

 

 

 

 

     Net cash used in financing activities

 

(82,710)

 

-

 

 

 

 

 

**Net (decrease)/increase in cash and cash equivalents**

 

 

 

 

     Continuing operations

 

(89,986)

 

(254)

     Discontinued operations

 

32,901

 

-

 

 

**(57,085)**

 

**(254)**

**Cash and cash equivalents at beginning of year**

 

 

 

 

     Continuing operations

 

89,986

 

284

     Discontinued operations

 

155,916

 

-

 

 

**245,902**

 

**284**

**Cash and cash equivalents at end of year**

 

 

 

 

     Continuing operations

 

-

 

30

     Discontinued operations

 

188,817

 

-

 

$

**188,817**

$

**30**

**Non-cash transactions**

 

 

 

 

     Forfeiture of common stocks in disposal of subsidiaries

 

22,147

 

-

     Cancellation of shares

 

256,412

 

-

See accompanying notes to the condensed consolidated financial statements

6

**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. 

At the beginning of 2010, the Company was principally engaged in operating liquid crystal display (“LCD”) flat-panel televisions and LCD billboards that advertise throughout Hong Kong and create revenue by selling advertising airtime. On August 31, 2010 the Company closed an Agreement for a Share Exchange with Global Mania Empire Management Limited (“GME”) to acquire 100% ownership of GME from its shareholders.  GME is a Hong Kong company that specializes in project and artist management.

On January 21, 2011, the Company entered into an Asset Sale, Purchase and Transfer Agreement (the "Sale Agreement") with the collective former shareholders of GME, namely Kwong Kwan Yin Roy, Dragon Billion International Limited, and Wong Wing Fung Charlie, each an individual resident of Hong Kong (collectively referred to as “Buyers").

According to the terms of the Sale Agreement, the Registrant sold its subsidiary Asian Trends Broadcasting Inc. (“ATBI”), a British Virgin Islands company and its subsidiaries GME, Great China Media Limited (“GCM”), a Hong Kong company, and Great China Game Limited (“GCG”), a Hong Kong company, to the Buyers. The consideration for the transaction shall consist of the return by the Buyers and surrender to the Registrant of a total of 22,147,810 shares of the Registrant’s common stock.

The project and artist management are reported as discontinued operations.

**NOTE 2 – BASIS OF PRESENTATION**

The unaudited interim financial statements of the Company and the Company’s subsidiaries for the three months ended March 31, 2011 and 2010 have been prepared pursuant to the rules & regulations of the SEC. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading.  All significant intercompany balances and transactions have been eliminated. The functional currency for the majority of the Company’s operations is the Hong Kong dollar (“HKD”), while the reporting currency is the US Dollar.

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 March 31, 2011, results of operations for the three months ended March 31, 2011 and cash flows for the three months ended March 31, 2011 have been made. The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the operating results for the full year.

**NOTE 3 –DISPOSAL OF SUBSIDIARIES**

On March 31, 2011, the Company disposed of its entire interest in ATBI, GME, GCM and GCG. The consideration for the transaction shall consist of the return by the Buyers and surrender to the Company of a total of 22,147,810 shares of the Company’s common stock.

7

A summary of the balance sheet and income statement of the disposed entities, immediately before the disposal, is presented as follows:

(i)

Summary of balance sheet

 

 

**January 21, 2011**

**(Date of disposal)**

 

**December 31,**

**2010**

Assets

 

**(Unaudited)**

 

**(Audited)**

     Cash and cash equivalents

$

188,817

$

155,916

     Accounts receivable

 

176,905

 

175,533

     Other receivables and deposit

 

4,488

 

5,701

     Property, plant & equipment, net

 

4,415

 

4,415

 

 

 

 

 

Total assets

$

374,625

$

341,565

 

 

 

 

 

Liabilities

 

 

 

 

     Accounts payable

$

374,868

$

38,375

     Accrued expenses and other payables

 

7,248

 

394,180

     Advances from shareholder

 

32,801

 

-

     Amount due to a related company

 

42,260

 

42,260

     Unearned revenue

 

10,769

 

10,769

 

 

 

 

 

Total liabilities

 

467,946

 

485,584

 

 

 

 

 

Net (liabilities)/assets

 

(93,321)

 

(144,019)

Forfeit of common stock in disposal of subsidiaries

 

(22,147)

 

-

 

 

(115,468)

 

(144,019)

Represented by:

 

 

 

 

Gain on disposal of subsidiaries

 

115,468

 

N/A

(ii)  Summary of income statement

 

 

**Three months ended**

**March 31, 2011**

 

**Three months ended**

**March 31, 2010**

 

 

 

 

Revenue

$

 129,691

 

-

Gross margin

 

 89,649

 

-

Income/(loss) before provision for income taxes 

 

 49,955

 

-

Net income/(loss)

 

 49,955

 

-

By disposal of GME, the Company sold its project and artist management operations.

**NOTE 4 – 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.

8

(c)

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.

(d)

Revenue Recognition

For continuing operations, the Company is principally engaged in operating LCD flat-panel televisions and LCD billboards that advertise throughout Hong Kong and create revenue by selling advertising airtime. On December 15, 2010, the Company assigned the operations to Great China Media Limited (the “Assignee”), and in return the Assignee shall pay 5% of the gross proceeds from the business to the Company.

Revenue is recognized in arrears on a quarterly basis and when collectability is reasonably assured.

For discontinued operations, the Company recognizes revenue from services rendered in specialized project and artist management for customers during the period. Revenue is recognized when persuasive evidence of an arrangement exists, services have been rendered, seller’s price to the buyer is fixed or determinable, and collectability is reasonably assured.

(e)

Earnings Per Share

Basic earnings per share is computed by dividing 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 the balance sheet dates, there were no dilutive securities outstanding.

(f)

Foreign Currency Translation

 

The accompanying condensed 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:

 

 

**March 31,**

**2011**

** **

**December 31,**

**2010**

** **

**March 31,**

**2010**

 

 

 

 

 

 

 

Period/year end HK$ : US$ exchange rate

 

0.1282

 

0.1282

 

0.1282

Average yearly HK$ : US$ exchange rate

 

0.1282

 

0.1282

 

0.1282

(g)

Recent Accounting Pronouncements

The Company has adopted all recently issued accounting pronouncements. The adoption of these accounting pronouncements including those not yet in effect, is not anticipated to have a material effect on the financial statements of the Company.

9

**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 March 31, 2011 and December 31, 2010 are summarized as follows:

 

 

**March 31, 2011**

 

**December 31, 2010**

 

 

**(Unaudited)**

 

**(Audited)**

At cost:

 

 

 

 

Computer equipment

$

13,147

$

13,147

  Leasehold improvement

 

47,533

 

47,533

Office equipment

 

30,133

 

34,926

Furniture

 

11,632

 

11,632

Site display system

 

10,640

 

10,640

 

 

113,085

 

 

Less: Accumulated depreciation

 

(83,431)

 

(80,530)

Property, plant and equipment, net

 

29,654

 

37,348

Depreciation expenses for the three months ended March 31, 2011 and 2010 were analyzed as follows:

 

 

**Three months ended**

**March 31, 2011**

 

**Three months ended**

**March 31, 2010**

 

 

 

 

 

Attributable to continuing operations

$

3,279

$

9,657

Attributable to discontinued operations

 

-

 

-

 

 

3,279

 

9,657

**NOTE 6 – ADVANCE FROM SHAREHOLDERS**

The advances from shareholders are unsecured, interest free and have no fixed terms of repayment

**NOTE7 – PROMISSORY NOTE**

On January 21, the Company entered into a Cancellation and Assignment Agreement with London Castle Holdings Limited whereby a certain Subscription Agreement between London Castle Holdings Limited and the Company dated June 2, 2010 was cancelled. This cancellation occurred because the Company’s sale of GME as described in Note 3 above violated the original Subscription Agreement because GME, the intended recipient of the subscription investment, will no longer be affiliated with the Company following the Closing of the Sale Agreement. 

According to the terms of the Cancellation and Assignment Agreement, London Castle Holdings Limited has agreed to return the aggregate sum of 13,652,000 shares of common stock of the Registrant to the Registrant, and the Registrant shall assign to London Castle Holdings Limited a certain promissory note in the amount of $256,412 executed by ATBI in favor of the Company.

Mr. Huang Jian Nan is the sole shareholder of London Castle Holdings Limited and is a director of the Registrant. This was a related-party transaction. Zhi Jian Zeng, Chief Executive Officer and Director of Asian Trends Media Holdings, Inc., approved the transaction.  There was no disinterested director who approved this transaction.

10

**NOTE 8 – WEIGHTED AVERAGE NUMBER OF SHARES FOR EARNINGS PER SHARE CALCULATION**

The calculation of weighted average number of shares for the three months ended March 31, 2011 is illustrated as follows:

 

 

2011

 

 

Number

of shares

 

Weighted average

number of shares

 

 

 

 

 

At January 1, 2011

 

117,711,810

 

117,711,810

 

 

 

 

 

Disposal of subsidiaries by forfeiture of share on January 21,2011

 

(22,147,810)

 

(17,226,074)

 

 

 

 

 

Cancellation of shares on January 21,2011

 

(13,652,000)

 

(10,618,222)

 

 

 

 

 

At March 31, 2011

 

81,912,000

 

89,867,514

 

As of March 31, 2011 and 2010, there were no dilutive securities outstanding.

**NOTE 9 – CONTINGENCIES AND COMMITMENTS**

**Operating lease commitments**

 

As of March 31, 2011, 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:

 

 

March 31, 2011

 

 

 

2011

$

 59,255

2012

 

 46,087

TOTAL

 

 105,342

 

 

 

**NOTE 10 – GOING CONCERN**

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying condensed consolidated financial statements, the Company has an accumulated deficit of $1,022,850 and a working capital deficit of $336,047.

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.

11

**Item 2.**

**Management’s Discussion and Analysis of Financial Condition and Results of Operations**

Results of Operations – Three Months Ended March 31, 2011 as compared to three months ended March 31, 2010.

The following table summarizes the results of our operations during the three-month period ended March 31, 2011 and 2010, and provides information regarding the dollar and percentage increase or (decrease) from the three-month period ended March 31, 2011 to the three-month period ended March 31, 2010.

  

  

**Three months ended March 31,**

**  **

 

 

  

  

  

**2011**

**  **

**2010**

**  **

**Increase /**

**(decrease)**

**% Increase /(decrease)**

  

Revenue

  

$

92 

  

$

294

  

$

(202)

N/A

%

Cost of sales

  

  

-

  

  

294

  

  

(294)

N/A

%

Gross profit

  

  

92

  

  

-

  

  

92

N/A

%

General & administrative

  

  

15,084

  

  

12,151

  

  

2,933 

24.14

%

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

  

  

(14,992)

  

  

(12,151)

  

  

(2,841)

23.38

%

 

 

 

 

 

 

 

 

 

 

 

 

Net Income from disposal of discontinued operations

  

  

165,423

  

  

- 

  

  

165,423

N/A

%

Provision for taxation

 

 

-

 

 

-

 

 

-

N/A

%

Net income/(loss)

  

  

150,431

  

  

(12,151)

  

  

162,582

N/A

%

 

 

 

 

 

 

 

 

 

 

 

 

**General and administrative expenses**

General and administrative expenses increased from $12,151 in the three months of 2010 to $15,084 for the same period of 2011, representing an increase of $2,933 or 24.14%. The increase was mainly due to increase in operating expenses in 2011.

 

**Net income**

Net income for the three months ended March 31 of 2011 was $150,431 as compared to net loss was $12,151 in the same period 2010. The increase was mainly attributable to a non-cash gain of $115,468 generated from disposal of subsidiaries business in the period in 2011.

Liquidity and Capital Resources from operations

**Cash**

Our cash balance at March 31, 2011 was $nil, representing a decrease of $30, compared with our cash balance of $30 as at March 31, 2010. The cash balances remain stable compared with the same period in 2010.

**Cash flow**

**Operating Activities**

Net cash provided by operating activities during the three months ended March 31 of 2011 amounted to $25,625, representing an increase of cash inflow of $25,879 comparing net cash used in operating activities of $254 in the same period of 2010. The increase is mainly contributed by discontinued operating activities. 

**Financing Activities**

Net cash used in financing activities was $82,710 for the three months ended March 31 of 2011, representing an increase of $82,710 over the net cash of $nil provided by the same period of 2010. The change in the first quarter of 2011 was due to a decrease in amount due to a shareholder.

12

**Working capital**

Our net current liabilities increased by $120,434 to $336,047 at March 31, 2011 from $215,613 at December 31, 2010, the increase in net current liabilities was mainly due to increase in notes payables for the period ended 2011.

**Going Concern**

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying condensed consolidated financial statements, the Company has an accumulated deficit of $1,022,850 and a working capital deficit of $336,047.

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.

**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, 2010.

**ITEM 4.  CONTROLS AND PROCEDURES**

 

Evaluation of disclosure controls and procedures

 

Our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures are appropriate and effective. They have evaluated these controls and procedures as of the date of this report on Form 10-Q. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Our management believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

The Company’s management confirm that there was no change in the Company’s internal control over financial reporting during the quarter ended March 31, 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

13

**PART II – OTHER INFORMATION**

 

**ITEM 1.  LEGAL PROCEEDINGS**

** **

There is no pending litigation by or against us.

 

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

** **

None

**ITEM 3.  DEFAULTS UPON SENIOR SECURITIES**

 

None

**ITEM 4.  [REMOVED AND RESERVED]**

None.

** **

**ITEM 5.  OTHER INFORMATION**

None

**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.

32.1

 

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

32.2

 

Certification of 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

14

**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: May 23, 2011

/s/ ZENG ZHI JIAN

 

Zeng Zhi Jian

 

Chief Executive Officer

 

  

 

 

Dated:  May 23, 2011

/s/ HUANG JIAN NAN

 

Huang Jian Nan

 

Chief Financial Officer

15