REDtone Asia Inc - FORM 10-Q/A

Attached files

file	filename
EX-31.1 - EX 31.1 - REDtone Asia Inc	redtoneexh31-1.htm
EX-31.2 - EX 31.2 - REDtone Asia Inc	redtoneexh31-2.htm
EX-32.1 - EX 32.1 - REDtone Asia Inc	redtoneexh32-1.htm
EX-32.2 - EX 32.2 - REDtone Asia Inc	redtoneexh32-2.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No 2

(Mark One)

T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: February 28, 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. 333-129388

REDTONE ASIA, INC.
(Exact name of small business issuer as specified in its charter)

	Nevada	71-098116
	(State or other jurisdiction of	(I.R.S. Tax. I.D. No.)
	incorporation or organization)

Room 1602, Aitken Vanson Centre, 61 Hoi Yuen Rd., Kwun Tong, Hong Kong
(Address of Principal Executive Offices)

(852) 2270-0688
(Registrant’s Telephone Number, Including Area Code)

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 T 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 T

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of February 28, 2011, are as follows:

Class of Securities		Shares Outstanding
Common Stock, $0.0001 par value		282,315,325

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

REDtone Asia, Inc.

(Previously Hotgate Technology, Inc.)

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
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	17
Item 4T.	Controls and Procedures	19

PART II -OTHER INFORMATION
Item 1.	Legal Proceedings.	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	19
Item 3.	Defaults Upon Senior Securities.	19
Item 4.	[REMOVED AND RESERVED]	19
Item 5.	Other Information.	19
Item 6.	Exhibits	20

SIGNATURES		21

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REDtone Asia, Inc.

(Previously Hotgate Technology, Inc.)

As of Quarter Ended February 28, 2011 (unaudited)

Contents

Condensed Consolidated Balance Sheet as of February 28, 2011 (unaudited) and May 31, 2010 (Audited)	3
Condensed Consolidated Statements of Operations and Comprehensive Income for the Nine Months Ended February 28, 2011 and 2010 (unaudited)	4
Condensed Consolidated Statement of Cash Flows (unaudited) for the Nine Months Ended February 28, 2011 and 2010	5
Notes to the Condensed Consolidated Financial Statements (unaudited)	6-14

REDTONE ASIA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

February 28, 2011

	February 28, 2011		May 31, 2010
	Unaudited		Audited
Assets
Current assets
Cash and cash equivalents	$	4,892,355	$	4,319,834
Inventories		219		199
Accounts receivable		11,211		132,769

Tax recoverable		262,104		67,547
Other receivables and deposits		802,722		421,138
Total current assets		5,968,611		4,941,487

Property, plant and equipment, net		2,456,599		2,632,778
Intangible assets, net		1,871,601		1,921,531
Available-for-sale investments		711,121		390,603
Amount due from a related company		1,212,017		1,179,487

Total assets	$	12,219,949	$	11,065,886
Liabilities and stockholders’ equity
Liabilities
Current liabilities
Deferred income	$	2,149,372	$	2,226,709
Accounts payable		224,770		363,732
Accrued expenses and other payables		286,272		94,703
Amount due to a related company		100,183		127,179
Taxes payable		203,044		109,026
Total current liabilities		2,963,641		2,921,349

Deferred tax liabilities		59,512		57,204

Total liabilities		3,023,153		2,978,553

Stockholders’ equity
Common stock, US$0.0001 par value , 300,000,000 shares authorized; 282,315,325 and 269,168,128 shares issued and
outstanding, respectively		28,232		26,917
Additional paid in capital		7,628,822		7,473,211
Retained earnings		914,144		137,922
Accumulated other comprehensive income		625,598		449,283
Total stockholders’ equity		9,196,796		8,087,333
Total liabilities and stockholders’ equity	$	12,219,949	$	11,065,886

See accompanying notes to the condensed consolidated financial statements.

REDTONE ASIA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME (UNAUDITED)

For the three months and nine months ended February 28, 2011 and 2010


	Three months ended February 28,				Nine months ended February 28,
	2011		2010		2011		2010

Revenue	$	1,384,170	$	1,267,220	$	3,998,708	$	3,203,234

Other income and gains		69,411		27,391		85,431		49,307

Service costs		562,157		440,416		1,728,506		557,058

Administrative expenses		210,900		148,925		525,429		411,599

Personnel cost		173,889		155,272		470,099		399,703

Depreciation expense		116,053		105,930		339,780		318,068

Amortization expense		30,054		27,611		88,281		82,832

Income before provision for income taxes		360,528		416,457		932,044		1,483,281

Provision for income taxes		46,614		150,167		155,822		437,816

Net income	$	313,914	$	266,290	$	776,222	$	1,045,465

Other comprehensive income
Gain/(loss) on foreign currency translation		13,513		8,162		176,315		1,972

Total comprehensive income	$	327,427	$	274,452	$	952,537	$	1,047,437

Net income per share, basic and diluted	$	--	$	--	$	--	$	--

Weighted average number of shares		275,284,223		269,168,128		275,284,223		269,168,128

See accompanying notes to the condensed consolidated financial statements.

REDTONE ASIA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the nine months ended February 28, 2011 and 2010



	Nine months ended February 28,
	2011			2010

Cash flows from operating activities
Net income	$	776,222		$	1,045,465
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization expense		88,281			82,832
Depreciation expense		339,780			318,068
Deferred tax		-			83,821
Changes in operating assets and liabilities:
Decrease/(increase) in accounts receivable		128,096			(159,315	)
(Increase)/decrease in inventories		(20	)		911
Increase in other receivables and deposits		(342,691	)		(596,263	)
Decrease/(increase) in amount due from a related company		80,403			(1,177,971	)
Increase in tax recoverable		(195,649	)		(7,213	)
Decrease in deferred income		(77,337	)		(591,025	)
Decrease in accounts payable		(166,099	)		(702,011	)
Increase in taxes payable		94,018			305,914
Increase in accrued liabilities and other payables		155,986			177,241

Net cash provided by/(used in) operating activities	$	880,990			(1,219,546	)

Cash flows from investing activities
Purchase of property, plant and equipment		(97,406	)		(5,871	)
Investment in available-for-sale investments		(304,584	)		-
Acquisition of RedTone		21,144			-

Net cash used in investing activities	$	(380,846	)	$	(5,871	)

Cash flows from financing activities
Decrease in amount due to related companies		(26,996	)		(43,976	)

Net cash used in financing activities	$	(26,996	)	$	(43,976	)

Net increase/(decrease) in cash and cash equivalents		473,148			(1,269,393	)

Effect of exchange rate changes on cash and cash equivalents		99,373			2,684

Cash and cash equivalents at beginning of period		4,319,834			4,618,856

Cash and cash equivalents at end of period	$	4,892,355		$	3,352,147

Cash paid for interest	$	-		$	-

Cash paid for income taxes	$	308,393		$	48,779

Non-cash transaction:
Issuance of shares to satisfy debts		1,183,248			-

See accompanying notes to the condensed consolidated financial statements.

REDTONE ASIA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

February 28, 2011

NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES

Hotgate Technology, Inc. and subsidiaries (the “Company”) are a group of companies in People’s Republic of China (“PRC”) that engaged in e-sales and distribution provider for prepaid services such as prepaid discounted call services for consumers, prepaid mobile air-time and game reload and prepaid shopping card or pass business.

On March 25, 2011, Hotgate Technology, Inc. changed its name to REDtone Asia, Inc. and having its new trading symbol in OTCBB as “RTAS”.

As of February 28, 2011, details of the Company are as follows:

Name	Domicile and date of incorporation	Effective ownership	Principal activities

VMS Technology Limited (“VMS”) (Previously known as	Hong Kong	100%	Provides system design, maintenance
HotgateVMS Technology Ltd.)	September 14, 1998		services and distance call services

Redtone Telecommunication (China) Limited (“Redtone China”)	Hong Kong	100%	Investment holding
	May 26, 2005

Redtone Telecommunications (Shanghai) Limited (“Redtone	The PRC	100%	Provides technical support services to group
Shanghai”)	July, 26, 2005		companies

Shanghai Hongsheng Net Telecommunication Company Limited	The PRC	100%#	Marketing and distribution of discounted
(“Hongsheng”)	November 29, 2006		call services to PRC consumer market

Shanghai Huitong Telecommunication Company Limited	The PRC	100%#	Marketing and distribution of IP call and
(“Huitong”)	March, 26, 2007		discounted call services in the PRC

Shanghai Jiamao E-Commerce Company Limited (“Jiamao”)	The PRC	100%#	Marketing and distribution of products on
	March 21, 2008		the internet

RT Communications Limited	British Virgin Island	100%	Investment holding
	February 24, 2010

# - Variable interest entities. See also Footnote 15.

Jiamao is not reported as a distinct operating segment as the revenue, profit or loss and total assets in association with the ecommerce business are immaterial to the Company’s revenue, reported profit or loss and total assets, respectively.

NOTE 2 – RECAPITALIZATION AND REORGANIZATION

Acquisition of Redtone China.

On August 2, 2010, the Company entered into a Share Exchange Agreement (“SEA”) with Redtone Technology Sdn. Bhd. and Redtone International Berhad, both of which are incorporated in Malaysia. Upon the closing of the transactions contemplated in the SEA, the Company will acquire 100% ownership of Redtone China.

For accounting purposes, the acquisition of Redtone China by Hotgate has been recorded as a reverse acquisition of a public company and a recapitalization of Redtone China based on factors demonstrating that Redtone is the acquirer for accounting purposes. This reverse acquisition is accounted for as a recapitalization of Redtone with the common stock of the public company. Therefore, the historical operations of Redtone are included in the condensed consolidated statements of operations for the comparative period.

NOTE 3 – PRINCIPLES OF CONSOLIDATION

The unaudited interim financial statements of the Company and the Company’s subsidiaries (see Note 1) for the nine months ended February 28, 2011 and 2010 have been prepared pursuant to the rules & regulations of the SEC, give effect to the acquisition of Redtone China and the disposal of Hotgate Holdings Group, as if these arrangements had occurred retroactively. 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; however 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 in Renminbi (“RMB”), while the reporting currency is US Dollar.

In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the Company’s financial position as of February 28, 2011, the results of its operations and cash flows for the nine months ended February 28, 2011.

The results of operations for the nine months ended February 28, 2011 are not necessarily indicative of the results for a full year period.

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) 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 China and Hong Kong.

(b) Fair Value of Financial Instruments

The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, Other receivables and deposits, tax recoverable, amount due from/(to) related parties, accounts payable, accrued expenses and other payables, and taxes payable.

The estimated fair value amounts have been determined by the Company, using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented, due to the short maturities of these instruments.

The Company assesses appropriate revenue recognition policy for each type of operation according to ASC 605-45

Revenue represents the invoiced value of services rendered and receivable during the year. Revenue is recognized when all of the following criteria are met:

§ Persuasive evidence of an arrangement exists,

§ Delivery has occurred or services have been rendered,

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

§ Collectability is reasonably assured

Revenue Recognition policy for each of the major products and services:

1. Discounted call services for consumer (EMS) as follows
·

Collaboration with CTT – Redtone China is appointed as the sole distributor for EMS and we will recognize the revenue when airtime is utilize by the consumer and it is on net basis which is computed based on a fixed sharing ratio of the total airtime utilize by consumers after netting of direct traffic termination cost and incidental expenses. Redtone China’s role for Business Collaboration with China TieTong Telecommunications (CTT) would be as “Agent” as Redtone China is the sole distributor for EMS brand owned and controlled by CTT ; and

Collaboration with other telecommunication providers – Redtone China will act as discounted consumer call Reseller whereby Redtone China will decide on service and package specification, pricing policy while China Unicom merely acts as passive termination partner for call traffic. Redtone China will pay China Unicom solely based on call traffic termination by China Unicom at prescribed rate (defined as traffic termination cost in the book of Redtone China). In this regard, Redtone China will recognize the revenue when airtime is utilized by the consumer and the value recognize is the call charges gross value. Redtone China role for Business Collaboration with China Unicom would be as “Principal” as China Unicom is playing passive role as traffic termination partner while Redtone China is fully responsible for the entire management of discounted call services

As this is a prepaid product, there is an expiry date for the product sold. If the airtime is not utilize by the expiry date, which is currently one year from the activation date, it will be deemed expired and recognize as revenue based on the remaining gross value of the expired prepaid product.

2. Discounted call services for corporate as follow:

Collaboration with CTT – the revenue recognize is the commission earn from distributing the discounted call services to corporate customer; and

Collaboration with other telecommunication providers –the revenue recognize is the commission earned from distributing the discounted call services to corporate customer;

3. Reload services for prepaid mobile – revenue recognize is the commission earn

(d) 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 February 28, 2011 and 2010, there were no dilutive securities outstanding.

(e) Foreign Currency Translation

The accompanying consolidated financial statements are presented in United States dollars (US$). The functional currencies of the Company are the Hong Kong dollar (HK$) and the Renminbi (RMB), respectively. Capital accounts of the financial statements are translated into United States dollars from HK$ or RMB at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the year. The translation rates are as follows:

	February 28,		May 31,		February 28,
	2011		2010		2010

Year end RMB : US$ exchange rate		0.1524		0.1464		0.1458
Average yearly RMB : US$ exchange rate		0.1523		0.1459		0.1455
Year end HK$ : US$ exchange rate		0.1283		0.1282		0.1282
Average yearly HK$ : US$ exchange rate		0.1284		0.1282		0.1282

On July 21, 2005, the PRC changed its foreign currency exchange policy from a fixed RMB/US$ exchange rate into a flexible rate under the control of the PRC’s government.

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

(f) Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3—Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

We measure the fair value of money market funds and equity securities based on quoted prices in active markets for identical assets or liabilities. All other financial instruments were valued based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data.

(g) Recent Accounting Pronouncements

New accounting rules and disclosure requirements may significantly impact the financial statements. We believe that there is no new accounting guidance adopted but not yet effective that is relevant to the readers of our financial statements. However, there are numerous new proposals under development which, if and when enacted, may have a significant impact on our financial reporting.

NOTE 5 – CASH & CASH EQUIVALENTS

As of the balance sheet dates, cash & cash equivalents are summarized as follows:


	February 28, 2011		May 31, 2010

Cash and bank	$	1,521,367	$	1,574,829
Fixed deposits		3,370,988		2,745,005

Total	$	4,892,355	$	4,319,834

As of the balance sheet dates, the fixed deposits had a maturity term of less than three months.

NOTE 6 – AVAILABLE-FOR-SALE INVESTMENT

As of the balance sheet dates, available-for-sale investments are summarized as follows:


	Cost or amortized cost
	February 28, 2011		May 31, 2010
Investment in trust fund	$	304,764	$	-
Shanghai Hai He Computing Technology Company Limited (“Hai He”)		406,357		390,603
Total	$	711,121	$	390,603

Hai He is principally engaged in the wholesale and retailing of 3G mobile internet devices and air-time access packages in the PRC. The above investment in an amount of USD406,357 was held for sale without participation in management and control.

The Company is currently in the process of negotiation for disposal of this investment at a price that is not less than original cost. In the opinion of the directors, the carrying value of the unlisted investment approximates the fair value as of February 28, 2011 and up to the date of this report.

Investment in trust fund in an amount of RMB2,000,000 (equivalent to USD304,764) is held under CITIC Trust for the investment project of CITIC Cheng Jing and China Agriculture Technological Cultural share capital. The trust fund provides an expected return of 8% per annum with a held to maturity of 2 years.

NOTE 7 –OTHER RECEIVABLES AND DEPOSITS

Other receivables and deposits as of the balance sheet dates were summarized as follows:


	February 28, 2011		May 31, 2010

Deposits	$	90,896	$	133,058
Other receivables		711,826		288,080
Total	$	802,722	$	421,138

Included in other receivables as of February 28, 2011 are advances paid by the Company to outside third parties for future investment opportunities of $457,145. These advances were repaid to the Company on April 14, 2011.

NOTE 8 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of the balance sheet dates are summarized as follows:


	February 28, 2011			May 31, 2010
At cost:
Computer and software	$	114,831		$	95,107
Telecommunication equipment		4,723,008			4,483,234
Furniture, fixtures and equipment		60,838			38,296
Motor vehicles		31,391			30,173
Leasehold improvement		29,642			26,997
		4,959,710			4,673,807

Less: Accumulated depreciation		(2,503,111	)		(2,041,029	)
Property, plant and equipment, net	$	2,456,599		$	2,632,778

Depreciation expense for the nine months ended February 28, 2011 and 2010 was $339,780 and $318,068, respectively.

NOTE 9 – INTANGIBLE ASSETS

Intangible assets of the Company consist primarily of licenses and software for the PRC operations.

Intangible assets as of the balance sheet dates are summarized as follows:


	February 28, 2011			May 31, 2010
At cost:
Licenses and software	$	2,315,295		$	2,252,870

Less: Accumulated amortization		(443,694	)		(331,339	)

Intangible assets, net	$	1,871,601		$	1,921,531

Amortization expense for the nine months ended February 28, 2011 and 2010 was $88,281 and $82,832, respectively.

NOTE 10 – AMOUNT DUE FROM/(TO) RELATED COMPANIES

Redtone Technology Sdn. Bhd. was previously the holding company of Redtone Telecommunications (China) Ltd. Pursuant to the reversed take-over by Redtone Asia, Inc., Redtone Technology Sdn. Bhd. is now the related company of Redtone Asia, both of which are subsidiaries of penultimate holding company namely Redtone International Berhad.

Amount due from a related company as of the balance sheet dates were summarized as follows:


	February 28, 2011		May 31, 2010

Fellow subsidiary:
REDtone Technology Sdn. Bhd.	$	1,212,017	$	1,179,487
	$	1,212,017	$	1,179,487

The amount represents advances to the related company. As of the balance sheet dates, the amount is unsecured, non-interest bearing and is expected to be repaid within three to five years.

Amount due to a related company as of the balance sheet dates were summarized as follows:


	February 28, 2011		May 31, 2010
Fellow subsidiary:
Redtone Telecommunications Sdn Bhd	$	100,183	$	127,179

	$	100,183	$	127,179

The amount due to the related company is unsecured, non-interest bearing and has no fixed repayment date.

NOTE 11 – ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables as of the balance sheet dates were summarized as follows:


	February 28, 2011		May 31, 2010

Accrued expenses	$	16,949	$	32,152
Other payables		269,323		62,551
Total	$	286,272	$	94,703

NOTE 12 – DEFERRED INCOME

Deferred income consists of prepaid air-time sold which is yet to be utilized. The basis of revenue recognition for discounted call services is based on actual call charges made by end users. When calls are being made, the amount will be deducted from deferred income to the statement of income, net of call costs and expenses.

NOTE 13 – TAXES PAYABLE

Taxes payable at the balance sheet dates are summarized as follows:


	February 28, 2011		May 31, 2010

Business tax payable	$	129,742	$	94,481
Income tax payable		73,302		12,617
Others		-		1,928
Total	$	203,044	$	109,026

Business tax represents PRC sales tax imposed upon the Company’s services provided in the PRC. Tax rates range from 3% to 5% depending on the nature of the taxable activities.

Income tax represents PRC income tax. The provision for PRC income tax is based on a statutory rate of 25% of the assessable income of the PRC subsidiaries as determined in accordance with the relevant income tax rules and regulations of the PRC.

NOTE 14 – PROVISION FOR INCOME TAXES

Income tax expense for the nine months ended February 28, 2011 and 2010 are summarized as follows:


	Nine months ended February 28,
	2011		2010

Current – PRC income tax provision	$	155,882	$	354,172
Deferred income tax provision		-		83,644
Total	$	155,882	$	437,816

A reconciliation of the expected tax with the actual tax expense is as follows:


	2011						2010
	Amount			%			Amount			%

Income before provision for income taxes	$	932,044					$	1,483,281

Expected PRC income tax expense at statutory tax rate of 25%		233,011			25.0			370,820			25.0
Different tax rate for PRC/Hong Kong local authority		(30,448	)		(3.2	)		6,669			0.5
Expenses not deductible for tax		9,602			1.0			57,000			3.8
Income not subject to tax		(56,873	)		(6.1	)		(8,774	)		(0.6	)
Utilization of tax loss brought forward		530			0.0			-			-
Tax losses not provided for deferred tax		-			-			12,101			0.8

Actual tax expense	$	155,822			16.7		$	437,816			29.5

(i)

All PRC subsidiaries are subject to PRC tax. The provision for PRC income tax is based on a statutory rate of 25% of the assessable income of the PRC subsidiaries as determined in accordance with the relevant income tax rules and regulations of the PRC.

(ii)

VMS and Redtone China did not generate any assessable profits in Hong Kong and therefore are not subject to Hong Kong tax.

NOTE 15 – VARIABLE INTEREST ENTITIES (“VIEs”)

On November 30, 2006, the Company entered into loan agreements with Huang Bin (“HB”) and Mao Hong (“MH”) for the establishment of Hongsheng and on November 30, 2006, an equity pledge agreement which provides that HB and MH will pledge all their equities in Hongsheng to the Company and Redtone Shanghai. The agreement also provides that control of Hongsheng by the Company shall take effect from June 1, 2007.

On April 30, 2007, the Company entered into the loan agreements with Mao Junbao (“MJ”) and MH for the establishment of Huitong and on April 30, 2007, an equity pledge agreement which provides that MJ and MH would pledge all their equities in Huitong to the Company and Redtone Shanghai.

Although the Company is not the shareholder of Hongsheng and Huitong, the Company has determined that it is the primary beneficiary of these two entities, as the Company has 100% voting powers and entitled to receive all the benefit from operations of these two entities. Hence, Hongsheng and Huitong are identified as VIEs and are consolidated as if wholly-owned subsidiaries of the Company.

The status of Hongsheng and Huitong as VIEs has not changed since the date of the combination. In addition, we did not identify any additional VIEs in which we hold a significant interest.

The total consolidated VIE assets and liabilities reflected on the Company’s balance sheet are as follows:


	February 28, 2011		May 31, 2010
Assets
Cash and cash equivalents	$	348,489	$	304,861
Inventories		219		199
Accounts receivable		7,619		132,769
Tax recoverable		61,463		-
Other receivables and deposits		324,208		414,404
Property, plant and equipment, net		87,795		52,860
Available-for-sale investment		711,121		390,603
Total assets (not include amount due from intra-group companies)	$	1,540,914	$	1,295,696

Liabilities
Deferred income	$	2,156,958	$	2,226,709
Accounts payable		197,998		363,732
Accrued expenses and other payables		133,602		9,099
Tax payables		5,789		40,935
Total liabilities	$	2,494,347	$	2,640,475

The statements of income of the consolidated VIEs for the nine months ended February 28, 2011 and 2010 are as follows, and are included in the condensed consolidated statements of income of the Company:


	Nine months ended February 28,
	2011		2010

Revenue	$	3,531,995	$	3,203,234
Other income and gains		28,458		18,600
Service costs		1,602,004		516,278
Administrative expenses		244,422		217,469
Personnel cost		382,286		349,584
Depreciation expense		16,640		10,081
Other operating expenses		30,310		30,715

Income before provision for income taxes (Not including service costs payable to intra-group companies)		1,284,791		2,097,707

Provision for income taxes		37,034		354,172

Net income	$	1,247,757	$	1,743,535

NOTE 16 – COMMON STOCK

As of the balance sheet dates, the Company has a total of 300,000,000 shares of common shares authorized at US$0.0001 par value.

(a)

Changes in common stock before reverse takeover transaction

On July 22, 2010, the Company entered into a Stock Subscription Agreement whereby it sold 110,000,000 of its common shares at a price per share of $0.0004. The shares were purchased by Grand Trading Investment Pte Ltd, of which Lu Kan, Lee Chee Keong, and Tan Chee Chong are the directors. Lu Kan and Lee Chee Keong are also the shareholders of Grand Trading Investment Pte Ltd. The transaction has been retroactively reflected in the financial statements. Lee Chee Keong has been appointed as the Company’s Chief Financial Officer effective October 22, 2010.

On July 29, 2010, the Company’s majority shareholders approved a resolution to effect a one-for-twelve reverse stock split of the Company’s common stock. The reverse stock split did not change the number of authorized shares of the Company’s common stock. The transaction has been retroactively reflected in the financial statements.

During the second quarter, the Company issued 244,444,444 shares of its common shares to Redtone International Berhad as consideration for the acquisition of Redtone China. The transaction has been retroactively reflected in the financial statements.

(b)

Changes in common stock after reverse takeover transaction

On October 25, 2010, the Company satisfied certain debts due from the Company to Redtone International Berhad amounting to $1,183,248 by way of issuance and allotment of 13,147,197 shares of the Company’s common stock.

(c)

Weighted average number of shares

The calculation of weighted average number of shares for the nine months ended February 28, 2011 is illustrated as follows:


	Number of shares			Weighted average number of shares

At June 1, 2010, as reported previously		186,684,199
Issuance of shares to Grand Trading Investment Limited on July 22, 2010		110,000,000
One-for-twelve reverse stock split		(271,960,515	)

Total shares outstanding after stock split		24,723,684
Issuance of shares for acquisition of Redtone China		244,444,444

At June 1, 2010, after reverse takeover transaction		269,168,128			269,168,128
Issuance of shares on October 25, 2010 to satisfied debts to Redtone International Berhad		13,147,197			6,116,095

At February 28, 2011		282,315,325			275,284,223

NOTE 17 – CONTINGENCIES AND COMMITMENTS

Operating lease commitments

As of February 28, 2011, two PRC subsidiaries had arranged non-cancelable operating leases with a third party for its office premise. The expected annual lease payments under these operating leases are as follows:


	2011
February 28,
2012	$	119,800
2013		8,920
Total	$	128,720

NOTE 18 – SUBSEQUENT EVENT

On March 7, 2011, through its wholly-subsidiary Shanghai Hongsheng Net Telecommunications Company Limited ("Hongsheng "), entered into a share sales agreement (“SSA”) with Shanghai QianYue Information Technology Co., Ltd. ("QIT") for the acquisition of the entire paid-up capital of Shanghai QianYue Business Administration Co., Ltd. ("QBA"), amounting to RMB 10 million, for a cash consideration of $1,205,540. QBA is an established prepaid shopping-card issuer in Shanghai known as “VeryPass”.

The salient terms and conditions of the SSA are:

1. The purchase consideration will be paid in 3 tranches – (i) $30,520 earnest deposit paid upon signing the term sheet, (ii) $427,280 within 3 days after date of SSA and the balance upon completion of shares transfer.

2. The net book value of QBA's fixed assets (inclusive of software) must be at least $183,120;

3. All of the liabilities/obligations that existed or occurred on or before the completion date shall be fully undertaken by QIT.

4. The cut-off date for transferring the QBA operations to Hongsheng is on April 1, 2011 (“Cut-off Date”).

5. QIT will not engage in any similar business as QBA within 2 years from the date of SSA.

6. QIT has the right to the cash balance after deducting designated card payment obligation and all liabilities as at the Cut-off Date.

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

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "REDtone believes," "management believes" and similar language. The forward-looking statements are based on the current expectations of RTAS and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. The actual results may differ materially from results anticipated in these forward-looking statements. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them.

Investors are also advised to refer to the information in our filings with the Securities and Exchange Commission, specifically Forms 10-KSB, 10-QSB and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.

Except as otherwise indicated by the context, references in this Form 10-Q to “RTAS,” “we,” “us,” “our,” “the Registrant”, “our Company,” or “the Company” are to REDtone Asia, Inc., a Nevada corporation and its consolidated subsidiaries. Unless the context otherwise requires, all references to (i) “BVI” are to British Virgin Islands; (ii) “PRC” and “China” are to the People’s Republic of China; (iii) “U.S. dollar,” “$” and “US$” are to United States dollars; (iv) “RMB” are to Yuan Renminbi of China; (v) “RM” are to Malaysian Ringgit; (vi) “Securities Act” are to the Securities Act of 1933, as amended; and (vii) “Exchange Act” are to the Securities Exchange Act of 1934, as amended.

Business Overview

Pursuant to the Share Exchange Agreement signed with REDtone Technology Sdn. Bhd. and REDtone International Berhad, the Company completed the acquisition of 100% ownership of Redtone China on October 7, 2010. Redtone China has subsidiaries in Shanghai that are principally involved in the business of e-sales and distribution provider for prepaid services. Redtone China is also conducting paperless reload services for prepaid discounted call services and mobile air-time reload for consumers in Shanghai covering all three major telecommunication operators namely China Mobile, China Unicom and China Telecom.

Critical Accounting Policies and Estimates

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("US GAAP"). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expenses amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

We believe the following is among the most critical accounting policies that impact our consolidated financial statements. We suggest that our significant accounting policies, as described in our condensed consolidated financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations.

The Company recognizes revenue when persuasive evidence of an arrangement exists and upon utilisation of actual air-time traffic by users.

Pursuant to the reverse take-over of Redtone China, the majority of the Company's revenue derives from consumer and corporate voice services. Majority of the Company call services are for consumer market which is prepaid in nature and hence there are no bad debts. For corporate market segment, credit background checks for new customers are conducted to reduce bad debts.

Recent Accounting Pronouncements

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

Results of Operations

Nine Months Ended February 28, 2011 as Compared to Nine Months Ended February 28, 2010

The following table summarizes the results of our operations during the nine month periods ended February 28, 2011 and 2010, and associated percentage changes for comparisons purposes.


	Nine months ended February 28,
	2011		2010		+/-		% changes
Revenue	$	3,998,708	$	3,203,234	795,474			25	%

Other income and gains		85,431		49,307	36,124			73	%

Service costs		1,728,506		557,058	1,171,448			210	%

Administrative expenses		525,429		411,599	113,830			28	%

Personnel cost		470,099		399,703	70,396			18	%

Depreciation expense		339,780		318,068	21,712			7	%

Amortization expense		88,281		82,832	5,449			7	%

Income before provision for income taxes		932,044		1,483,281	(551,237	)		-37	%

Provision for income taxes		155,822		437,816	(281,994	)		-64	%

Net income	$	776,222	$	1,045,465	(269,243	)		-26	%

Revenues

The Company generated revenue of US$3,998,708 in the first 9 months representing a 25% increase as compared with the same period last year. The increase is mainly due to increase in consumer call business resulted from the marketing effort undertaken by the Company to promote consumer call services.

Other income and gains:

Other income comprises mainly of interest income from bank deposits. The increase in interest income by US$36,124 is mainly due to high cash reserve recorded for the current quarter.

Service Cost

Service cost has increased by US$1.17million in the first nine months as new services/products come with different cost structure.

The service cost for the nine months period ended February 28, increase by 210% or US$1.17million over the prior interim period mainly due to increase in the sales from the collaboration agreement with China Unicom for discounted consumer voice services whereby we recognize both revenue and cost on the gross basis for China Unicom model.

Redtone China’s role for Business Collaboration with China Unicom would meet the criteria for revenue recognition on gross basis and therefore the same gross basis is applicable for the recognition of traffic termination cost paid for China Unicom in the account.

General and administrative expenses

General and administrative expenses total US$525,429 represent 28% increase or US$113,830 as compared to the same period last year. The increase is mainly due to higher expenses required to support the higher revenue.

Personnel expenses

Personnel expenses total US$470,099, representing an 18% increase or US$70,396 as compared to the same period last year. The increase is due to additional headcount recruited to support the higher revenue.

Amortisation and depreciation expenses

Amortisation and depreciation expenses total US$428,061, representing an increase of 7% as compared to the same period last year. This is mainly due to new capital expenditure incurred by the Company.

Income before provision for income tax

Income before provision for income tax total US$932,044, representing a 37% reduction as compared to the same period last year mainly due to higher cost of good sold and higher operating expenses

Provision for taxes

Provision for taxation made for the first nine months was lower by US$281,994 due to lower income before provision for income tax as compared to the same period last year.

Liquidity and Capital Resources

Cash

Our cash balance at February 28, 2011, was US$4,892,355, representing an increase of US$1,540,208 compared to our cash balance of US$3,352,147 at February 28, 2010.

Cash Flow

	Nine months ended February 28,
	2011			2010			Percentage change

Net cash used in operating activities		880,990			(1,219,546	)		N/A
Net cash (used in)/provided by investing activities		(380,846	)		(5,871	)		1381	%
Net cash provided by financing activities		(26,996	)		(43,976	)		39	%
Net increase in cash and cash equivalents		473,148			(1,269,393	)		N/A

Cash inflows from operations during the nine months ended February 28, 2011 amounted to US$880,990 as compared to net cash outflows from operations of US$1,219,546 in the same period of 2010. This is mainly due to advance made to the penultimate holding company by the Company in 2010.

Our cash outflows in investing activities during the nine months ended February 28, 2011 amounted to US$380,846 as compared to cash outflows of US$5,871 for the same period in 2010. The cash outflow in the investing activities for the first nine months is primarily due to acquisition of investment in available-for-sale investments.

The Company has cash outflow of US$26,996 from financing activities for the period ended February 28, 2011 as compared to cash outflow of US$43,976 in same period last year. The cashflow changes for these two periods are due to related party transactions.

Working Capital

Our working capital recorded a surplus of US$4,216,987 as at February 28, 2011. This is mainly contributed by our core business namely consumer call service which is prepaid in nature which helps generating high cash reserve for the Company.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks arising from adverse changes in market rates and prices, such as foreign exchange fluctuations and interest rates, which could impact our results of operations and financial position. We do not currently engage in any hedging or other market risk management tools, and we do not enter into derivatives or other financial instruments for trading or speculative purposes.

Foreign Currency Exchange Rate Risk

Fluctuations in the rate of exchange between the U.S. dollar and foreign currencies in Chinese Renminbi (“RMB”), Malaysian Ringgit (“RM”) and Hong Kong Dollar (“HK$”) could adversely affect our financial results. We expect that foreign currencies will continue to represent a similarly significant percentage of our sales in the future. Selling, marketing and administrative costs related to these sales are largely denominated in the same respective currency, thereby mitigating our transaction risk exposure. We therefore believe that the risk of a significant impact on our operating income from foreign currency fluctuations is not substantial. However, for sales not denominated in U.S. dollars, if there is an increase in the rate at which a foreign currency is exchanged for U.S. dollars, it will require more of the foreign currency to equal a specified amount of U.S. dollars than before the rate increase. In such cases and if we price our products in the foreign currency, we will receive less in U.S. dollars than we did before the rate increase went into effect. If we price our products in U.S. dollars and competitors price their products in local currency, an increase in the relative strength of the U.S. dollar could result in our price not being competitive in a market where business is transacted in the local currency. All of our sales and expenses denominated in foreign currencies are denominated in the RMB, RM and HK$. Our principal exchange rate risk therefore exists between the U.S. dollar and these currencies. Fluctuations from the beginning to the end of any given reporting period result in the re-measurement of our foreign currency-denominated receivables and payables, generating currency transaction gains or losses that impact our non-operating income/expense levels in the respective period and are reported in other (income) expense, net in our combined consolidated financial statements. We do not currently hedge our exposure to foreign currency exchange rate fluctuations. We may, however, hedge such exposure to foreign currency exchange rate fluctuations in the future.

Interest Rate Risk

Changes in interest rates may affect the interest paid (or earned) and therefore affect our cash flows and results of operations. However, we do not believe that this interest rate change risk is significant.

Inflation

Inflation has not had a material impact on the Company's business in recent years.

Currency Exchange Fluctuations

The Company's revenues and its expenses are denominated in RMB, RM and HK$. The value of these foreign currency-to-U.S. dollars may fluctuate and is affected by, among other things, changes in political and economic conditions. Since 1994, the conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates set by the People's Bank of China, which are set daily based on the previous day's inter-bank foreign exchange market rates and current exchange rates on the world financial markets. Since 1994, the official exchange rate for the conversion of RMB to U.S. dollars had generally been stable and RMB had appreciated slightly against the U.S. dollar. However, on July 21, 2005, the Chinese government changed its policy of pegging the value of RMB to the U.S. dollar. Under the new policy, RMB may fluctuate within a narrow and managed band against a basket of certain foreign currencies. Recently there has been increased political pressure on the Chinese government to decouple the RMB from the United States dollar. At the recent quarterly regular meeting of People's Bank of China, its Currency Policy Committee affirmed the effects of the reform on RMB exchange rate. Since February 2006, the new currency rate system has been operated; the currency rate of RMB has become more flexible while basically maintaining stable and the expectation for a larger appreciation range is shrinking. The Company has never engaged in currency hedging operations and has no present intention to do so.

Concentration of Credit Risk

Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions as described below:

1. The Company's business is characterized by new product and service development and evolving industry standards and regulations. Inherent in the Company's business are various risks and uncertainties, including the impact from the volatility of the stock market, limited operating history, uncertain profitability and the ability to raise additional capital.

2. The Company's revenue is deriving from China and Hong Kong. Changes in laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material adverse effect on our business, results of operations and financial condition.

3. If the Company is unable to derive any revenues from these countries, it would have a significant, financially disruptive effect on the normal operations of the Company.

ITEM 4T. CONTROL AND PROCEDURES

Evaluation of disclosure controls and procedures

As of February 28, 2011, the end of the period covered by this Form 10-Q, our management performed, under the supervision and with the participation of our principal executive officer and principal financial officer, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of February 28, 2011, our disclosure controls and procedures were effective, in that they provide reasonable assurance that information required to be disclosed by us in the reports that 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 is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

Changes in internal controls

There were no material changes in the Company’s internal controls or in other factors that could materially affect these controls subsequent to the date of their evaluation. Disclosure controls and procedures are the Company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits 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. There were no changes in the Company’s internal control over financial reporting that occurred during the last quarter that has materially affected, or is reasonable likely to materially affect, the Company’s internal control over financial reporting.

Sarbanes - Oxley Act 404 compliance

The Company anticipates that it will be fully compliant with section 404 of the Sarbanes-Oxley Act of 2002 by the required date for non-accelerated filers and it is in the process of reviewing its internal control systems in order to be compliant with Section 404 of the Sarbanes Oxley Act. However, at this time the Company makes no representation that its systems of internal control comply with Section 404 of the Sarbanes-Oxley Act.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company may from time to time be involved in various claims, lawsuits, and disputes with third parties, actions involving allegations of discrimination, or breach of contract actions incidental to the operation of its business. The Company is not currently involved in any such litigation that it believes could have a materially adverse effect on its financial condition or results of operations.

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

There have been no unregistered sales of equity for the quarter ended February 28, 2011.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There have been no material defaults for the quarter ended February 28, 2011.

ITEM 4. [REMOVED AND RESERVED]

ITEM 5. OTHER INFORMATION

The Company has evaluated for disclosure all subsequent events occurring through April 13, 2011, the date the financial statements were issued.

Subsequent to the balance sheet date, the Company has changed its name from Hotgate Technology, Inc. to REDtone Asia, Inc and having its new trading symbol in OTCBB as “RTAS”.

On March 7, 2011, following the satisfactory completion of due diligence, the Company through its wholly-subsidiary Shanghai Hongsheng Net Telecommunications Company Limited ("Hongsheng"), entered into a share sales agreement (“SSA”) with Shanghai QianYue Information Technology Co., Ltd. ("QIT") for the acquisition of the entire paid-up capital of Shanghai QianYue Business Administration Co., Ltd. ("QBA"), amounting to RMB 10 million, for a cash consideration of RMB 7.9 million. QBA is an established prepaid shopping-card issuer in Shanghai known as “VeryPass”.

The salient terms and conditions of the SSA are:

The purchase consideration will be paid in 3 tranches: (i) RMB200,000 earnest deposit paid upon signing the term sheet, (ii) RMB2.8 million within 3 days after date of SSA and (iii) the balance upon completion of shares transfer.

The net book value of QBA's fixed assets (inclusive of software) must be at least RMB 1.2 million;

All of the liabilities/obligations that existed or occurred on or before the completion date shall be fully undertaken by QIT.

The cut-off date for transferring the QBA operations to Hongsheng is on April 1, 2011 (“Cut-off Date”).

QIT will not engage in any similar business as QBA within 2 years from the date of SSA.

QIT has the right to the cash balance after deducting designated card payment obligation and all liabilities as at the Cut-off Date.

Relevant announcement has also been filed and the post-acquisition result of QBA will be consolidated after April 1, 2011. The Company does not expect the acquisition of QBA would have any material impact to the net assets of the Company in the coming quarter.

ITEM 6 - EXHIBITS

The following exhibits are furnished as part of the Quarterly Report on Form 10-Q:

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.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	REDtone Asia, Inc.


	By:	/s/ Chan Beng Wei
		Name: Chuan Beng Wei
		Title: Chief Executive Officer


	By:	/s/ Chee Keong Lee
		Name: Chee Keong Lee
		Title: Chief Financial Officer

REDtone Asia Inc - FORM 10-Q/A - August 19, 2011

Attached files

REDtone Asia Inc Reports