One2one Living Corp - FORM 10-Q

Attached files

file	filename
EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT - One2one Living Corp	f10q0611ex31i_jimmimi.htm
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT - One2one Living Corp	f10q0611ex32i_jimmimi.htm
EX-31.2 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT - One2one Living Corp	f10q0611ex31ii_jimmimi.htm
EX-32.2 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT - One2one Living Corp	f10q0611ex32ii_jimmimi.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

_______________

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

For the quarterly period ended June 30, 2011

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

For the transition period from ______to______.

JINMIMI NETWORK INC.

(Exact name of registrant as specified in Charter)

NEVADA		333-156950		20-4281128
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

10/F, Chinese Plaza of Tea

Jingtian Road, Futian District

Shenzhen, Guangdong, 518051 P.R. China

(Address of Principal Executive Offices)

+ 86 (755) 8340-6503

(Issuer Telephone number)

Indicate by check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 x No o

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 o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer o

Smaller Reporting Company x

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of August 10, 2011: 24,000,000 shares of Common Stock.

JINMIMI NETWORK INC.

FORM 10-Q

June 30, 2011

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4	Controls and Procedures	23

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings	23
Item 2	Risk Factors	23
Item 3.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 4.	Defaults Upon Senior Securities	23
Item 5.	(Removed and Reserved.)	23
Item 6.	Other Information	23

SIGNATURE

JINMIMI NETWORK INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2011

(Stated in US Dollars)(Unaudited)

JINMIMI NETWORK INC.

CONTENTS	PAGES

CONSOLIDATED BALANCE SHEETS	1 – 2

CONSOLIDATED STATEMENTS OF OPERATION AND
COMPREHENSIVE INCOME	3

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	4

CONSOLIDATED STATEMENTS OF CASH FLOWS	5 – 6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	7 – 17

JINMIMI NETWORK INC.

CONSOLIDATED BALANCE SHEETS

AS AT JUNE 30, 2011 AND DECEMBER 31, 2010

(Stated in US Dollars)(Unaudited)

			June 30,		December 31,
			2011		2010
	Note		(Unaudited)		(Audited)
ASSETS
Current assets
Cash and cash equivalents			$	18,483	$	18,350
Subscription receivables				2,000		2,000
Amount due from a director		5		17,172		16,837
Rental deposits				464		455
Prepaid expenses				29,861		45,370


Total current assets			$	67,980	$	83,012
Goodwill		6		-		-
Property, plant and equipment, net		7		-		-
TOTAL ASSETS			$	67,980	$	83,012

LIABILITIES AND
STOCKHOLDERS’ EQUITY
Accruals			$	2,500	$	14,984
Amount due to a director		8		278		273
Other payable		9		21,719		-


TOTAL LIABILITIES			$	24,497	$	15,257


Commitments and contingencies			$	-	$	-

See accompanying notes to consolidated financial statements

JINMIMI NETWORK INC.

CONSOLIDATED BALANCE SHEETS (Continued)

AS AT JUNE 30, 2011 AND DECEMBER 31, 2010

(Stated in US Dollars)(Unaudited)

	June 30,			December 31,
	2011			2010
	(Unaudited)			(Audited)
STOCKHOLDERS’ EQUITY
Common stock at $0.0001 par value;
100,000,000 shares authorized;
24,000,000 issued and outstanding
at June 30, 2011 and December 31,
2010	$	2,400		$	2,400
Additional paid-in capital		687,143			687,143
Accumulated loss		(649,326	)		(624,782	)
Accumulated other comprehensive
Income		3,266			2,994


	$	43,483		$	67,755



TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY	$	67,980		$	83,012

See accompanying notes to consolidated financial statements

JINMIMI NETWORK INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE PERIOD FROM NOVEMBER 13, 2008 (INCEPTION) TO JUNE 30,2011

(Stated in US Dollars)(Unaudited)

			Six months ended June 30						Three months ended June 30						For the period from November 13 2008 (inception) to June 30,
			2011			2010			2011			2010			2011
	Note
Net revenues			$	-		$	-		$	-		$	-		$	4,785
Cost of net revenues				-			-			-			-			(5,841	)


Gross profit			$	-		$	-		$	-		$	-		$	(1,056	)
Operating expenses:
General and administrative				(24,544	)		(71,822	)		(10,267	)		(30,926	)		(291,836	)


Operating loss			$	(24,544	)	$	(71,822	)	$	(10,267	)	$	(30,926	)	$	(292,892	)
Net investment loss							(1,104	)					(1,104	)		-
Net investment income				-			-			-			-			5,287
Other expense				-			-			-			-			(82,113	)
Interest income				-			14			-			12			7,875
Loss on deconsolidation				-			-			-			-			(287,483	)


Loss before income taxes			$	(24,544	)	$	(72,912	)	$	(10,267	)	$	(32,018	)	$	(649,326	)
Income taxes		12		-			-			-			-			-


Net loss			$	(24,544	)	$	(72,912	)	$	(10,267	)	$	(32,018	)	$	(649,326	)
Foreign currency translation adjustment				272			980			180			773			3,266


Comprehensive loss			$	(24,272	)	$	(71,932	)	$	(10,087	)	$	(31,245	)	$	(646,060	)


Net loss per share:
-Basic and diluted		10	$	(0.001	)	$	(0.003	)	$	(0.001	)	$	(0.001	)	$	(0.0274	)

Weighted average number of common stock
-Basic and diluted		10		24,000,000			24,000,000			24,000,000			24,000,000			23,795,620

See accompanying notes to consolidated financial statements

JINMIMI NETWORK INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE PERIOD FROM NOVEMBER 13, 2008 (INCEPTION) TO JUNE 30, 2011

(Stated in US Dollars)(Unaudited)

										Accumulated
					Additional					other
	Number of		Common		paid-in		Accumulated			comprehensive
	shares		stock		capital		loss			income		Total

Issuance of common stock		20,000,000	$	2,000	$	-	$	-		$	-	$	2,000

Balance, December 31, 2008		20,000,000	$	2,000	$	-	$	-		$	-	$	2,000


Balance, January 1, 2009		20,000,000	$	2,000	$	-	$	-		$	-	$	2,000
Issuance of common stock		4,000,000		400		99,600		-			-		100,000
Net loss		-		-		-		(130,683	)		-		(130,683	)
Foreign currency
translation adjustment		-		-		-		-			301		301


Balance, December 31, 2009		24,000,000	$	2,400	$	99,600	$	(130,683	)	$	301	$	(28,382	)


Balance, January 1, 2010		24,000,000	$	2,400	$	99,600	$	(130,683	)	$	301	$	(28,382	)
Shareholder’s contribution		-		-		587,543		-			-		587,543
Net loss								(494,099	)		-		(494,099	)
Foreign currency
translation adjustment		-		-		-		-			2,693		2,693


Balance, December 31, 2010		24,000,000	$	2,400	$	687,143	$	(624,782	)	$	2,994	$	67,755

Balance, January 1, 2011		24,000,000	$	2,400	$	687,143	$	(624,782	)	$	2,994	$	67,755
Net loss		-		-		-		(24,544	)		-		(24,544	)
Foreign currency
translation adjustment		-		-		-		-			272		272


Balance, June 30, 2011		24,000,000	$	2,400	$	687,143	$	(649,326	)	$	3,266	$	43,483

See accompanying notes to consolidated financial statement

JINMIMI NETWORK INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM NOVEMBER 13, 2008 (INCEPTION) TO JUNE 30, 2011

(Stated in US Dollars)(Unaudited)

	Six months ended June 30						For the period from November 13, 2008 (inception) to June 30,
	2011			2010			2011
Cash flows from operating activities
Net loss	$	(24,544	)	$	(72,912	)	$	(649,326	)
Depreciation		-			508			1,656
Sale of plant and equipment		-			-			4,069
Good will		-			-			187,081
Additional paid in capital		-			-			587,543
Amount due to shareholder		-			-			(220,084	)
Other payables		21,719			-			(199,268	)
Adjustments to reconcile net income to net
cash provided by operating activities:
Other receivables					(601	)
Trading securities at fair value		-			-			-
Amount due from a director		-			32			(5,119	)
Amount due to a director		-			1,238			-
Advances to employees		-			(83	)		-
Rental deposits		-			-			277
Prepaid expenses		15,509			16,635			(29,861	)
Accruals		(12,484	)		(2,013	)		2,500
Other loans		-			-			146,753


Net cash generated from/(used in) operating activities	$	200		$	(57,196	)	$	(173,779	)


Cash flows from investing activities
Acquisition of subsidiary	$	-		$	-		$	(52,814	)
Purchases of trading securities		-			(42,394	)		-
Purchase of plant and equipment		-			-			(1,840	)


Net cash used in investing activities	$	-		$	(42,394	)	$	(54,654	)

Cash flows from financing activities
Issue of capital	$	-		$	-		$	100,000
Amount due to a shareholder		-			-			145,877


Net cash provided by financing activities	$	-		$	-		$	245,877


Net cash and cash equivalents (used) sourced	$	200		$	(99,590	)	$	17,444

Effect of foreign currency translation on cash		(67	)		654			1,039
and cash equivalents
Cash and cash equivalents-beginning of period		18,350			133,759			-


Cash and cash equivalents–end of period	$	18,483		$	34,823		$	18,483

Supplementary cash flow information:
Interest received	$	-	$	2	$	7,875

See accompanying notes to consolidated financial statements

JINMIMI NETWORK INC.

CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)

FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(Stated in US Dollars)(Unaudited)

ACQUISITION OF SUBSIDIARY:

On January 14, 2009, the Company acquired 100% interest of Active Choice Limited (“HKAC”) for $438,975 and HKAC became a 100% owned subsidiary of the Company. The following represents the assets purchased and liabilities assumed at the acquisition date:


Cash and cash equivalents	$	386,161
Amount due from a director		11,694
Other receivables		729
Prepaid expenses		6
Office equipment		3,113


Total assets purchased	$	401,703


Amount due to a shareholder	$	(74,207	)
Other payables		(74,505	)
Accrued liabilities		(1,097	)


Total liabilities assumed	$	(149,809	)


Total net assets	$	251,894

Share percentage		100	%

Consideration	$	438,975
Less: Net asset acquired		(251,894	)


Goodwill	$	187,081



Consideration	$	438,975
Cash acquired		(386,161	)


Net cash consideration paid	$	52,814

JINMIMI NETWORK INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(Stated in US Dollars)(Unaudited)

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES

Jinmimi Network Inc. (the “Company”) was incorporated under the laws of the State of Nevada on November 13, 2008. The Company was a shell company with no substantial operations or assets.

Active Choice Limited (“HKAC”) was incorporated under the laws of Hong Kong with limited liability on September 26, 2008. HKAC has only nominal operations.

Chuangding Investment Consultant (Shenzhen) Co., Ltd (“Chuangding”) was incorporated under the laws of the People’s Republic of China (the PRC) as a limited company on December 4, 2008. The Company operated through itself and one operating company located in Mainland China: Shenzhen Jinmimi Network Technology Limited Company (“Shenzhen Jinmimi”), which Chuangding controls, through contractual arrangements between Chuangding and Shenzhen Jinmimi, as if Shenzhen Jinmimi was a wholly-owned subsidiary of the Chuangding before September 16, 2010.

Afterwards, Chuangding has been committed to carry out its core business by providing project investment consulting focus on preliminary research. The consulting services are based on customer requirement which involves investment value analysis, market risk analysis, business plan design, project financing proposal, and project data analysis. All the researches are derived from objective, comprehensive and scientific analysis, market risk study, enterprises sensitivity analysis, commercial operatives, capital raising possibility, investment value and other aspects that would help reduce the investment risk and improve capital efficiency.

Shenzhen Jinmimi was established in the PRC as a limited company on August 4, 2008.

On January 6, 2009, HKAC acquired 100% of the shareholdings of Chuangding, for a consideration $147,500.

On January 14, 2009, the Company entered into a Purchase Agreement with HKAC and HKAC Shareholders, for a purchase price of $438,975 by delivery of promissory note. As a result, HKAC and its subsidiary, Chuangding, became the wholly-owned subsidiaries of the Company.

On September 16, 2010, the Company entered into a Termination of Management Consultancy Agreement with Shenzhen Jinmimi Networks Company Limited (“Shenzhen Jinmimi”) owing to unfeasible and unreasonable expenses and delay. From then on, Shenzhen Jinmimi is no longer a deemed subsidiary (Variable Interest Entity) of the Company and should be deconsolidated from the Company’s financial statement.

The Company and its subsidiaries (hereinafter, collectively referred to as “the Group”) were the online media company and value-added information service provider in the PRC before September 16, 2010. Afterwards, it undertakes investment consulting services for variety of Mainland China business organizations and owners.

JINMIMI NETWORK INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(Stated in US Dollars)(Unaudited)

2.	UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated significant revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations. The management will seek to raise funds from shareholders.

For the six months then ended June 30, 2011, the Company has not generated revenue yet and has incurred an accumulated deficit $649,326. As of June 30, 2011, its current assets exceed its current liabilities by $43,483.

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)	Method of accounting

The Group maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Group conform to generally accepted accounting principles in the United States of America (“US GAAP”) and have been consistently applied in the presentation of financial statements.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. This basis of accounting differs in certain material respects from that used for the preparation of the books of account of the Group’s principal subsidiaries, which are prepared in accordance with the accounting principles and the relevant financial regulations applicable to enterprises with limited liabilities established in the PRC and Hong Kong, the accounting standards used in the places of their domicile. The accompanying condensed interim consolidated financial statements reflect necessary adjustments not recorded in the books of account of the Company's subsidiaries to present them in conformity with US GAAP.

JINMIMI NETWORK INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(Stated in US Dollars)(Unaudited)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(b)	Principles of consolidation

The Company consolidates its subsidiaries and the entities it controls through a majority voting interest or otherwise, including entities that are variable interest entities (“VIEs”) for which the Company is the primary beneficiary pursuant to Accounting Standards Codification (“ASC”) No. 810, “Consolidation” (“ACS 810”). The provisions of ASC 810 have been applied respectively to all periods presented in the consolidated financial statements.

Subsidiary

The Company consolidates its wholly owned subsidiaries, Active Choice Limited, Chuangding Investment Consultant (Shenzhen) Co., Ltd and Shenzhen Jinmimi, because it controls these entities through its 100% voting interest in them. The following sets forth information about the wholly owned subsidiaries:

Name of Subsidiary

Place & Date of Incorporation

Equity Interest Attributable to the Company (%)

Registered Capital ($)

Issued Capital (HKD)

Registered Capital

(RMB)

Active Choice Limited (“HKAC”)

Hong Kong/

September 26,2008

100

$1,290

HKD10,000

Chuangding Investment Consultant (Shenzhen) Co., Ltd (“Chuangding”)

PRC/

December 4, 2008

100

$146,056

RMB1,000,000

*Shenzhen Jinmimi Network Technology Limited Company (“Shenzhen Jinmimi”)

PRC/August 4, 2008

100

$291,864

RMB 2,000,000

*Note : Deemed variable interest entity was deconsolidated on September 16, 2010

JINMIMI NETWORK INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(Stated in US Dollars)(Unaudited)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(c)	Use of estimates

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

(d)	Economic and political risks

The Group’s operations are conducted in the PRC. Accordingly, the Group’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.

The Group’s operations in the PRC 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 and foreign currency exchange. The Group’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

(e)	Property, plant and equipment

Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows:

Office equipment

5 years

The cost and 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.

JINMIMI NETWORK INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(Stated in US Dollars)(Unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(f)

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the net acquired identifiable assets at the date of acquisition. Goodwill is included in intangible assets and no amortization is provided.

Goodwill is tested annually for impairment. See Note 6 for impairment of goodwill.

(g)	Accounting for the impairment of long-lived assets

The Group periodically evaluates the carrying value of long-lived assets to be held and used, including intangible assets subject to amortization, when events and circumstances warrant such a review, pursuant to the guidelines established in ASC No. 360, “Property, Plant and Equipment”. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose.

During the reporting periods, there was no impairment loss.

(h)	Foreign currency translation

The accompanying financial statements are presented in United States dollars. The functional currencies of the Group are Hong Kong dollars (HKD) and the Renminbi (RMB). The financial statements are translated into United States dollars from HKD and RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

The exchange rates used to translate amounts in HKD and RMB into USD for the purposes of preparing the consolidated financial statements were as follows:

	JUNE 30, 2011		December 31, 2010		JUNE 30, 2010
Twelve months ended
USD : RMB exchange rate		-		6.5918		-
Average twelve months ended
USD : RMB exchange rate		-		6.7605		-
Six months ended
USD : RMB exchange rate		6.4630		-		6.8086
Average six months ended
USD : RMB exchange rate		6.5316		-		6.8347
Average three months ended
USD:RMB exchange rate		6.4924				6.8335
Twelve months ended
USD : HKD exchange rate		-		7.7822		-
Average twelve months ended
USD : HKD exchange rate		-		7.7682		-
Six months ended
USD : HKD exchange rate		7.7832				7.7847
Average six months ended
USD : HKD exchange rate		7.7819				7.7717
Average three months ended
USD:HKD exchange rate		7.7770				7.7794

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 USD at the rates used in translation. In addition, the current foreign exchange control policies applicable in PRC also restrict the transfer of assets or dividends outside the PRC.

(i)	Cash and cash equivalents

The Group considers all highly liquid investments purchased with original maturities of six months or less to be cash equivalents. The Group maintains bank accounts in Hong Kong and the PRC. The Group does not maintain any bank accounts in the United States of America. The cash located outside the United States is not restricted as to usage.

JINMIMI NETWORK INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(Stated in US Dollars)(Unaudited)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(j)

Leases

The Group did not have a lease that met the criteria of a capital lease. Leases that do not qualify as a capital lease are classified as an operating lease. Operating lease rental payments included in selling expenses for the six months end June 30, 2011 and 2010 were nil and $4,945 respectively.

(k)	Advertising

The Group expensed all advertising costs as incurred. Advertising expenses included in the general and administrative expense for the six months ended June 30, 2011 and 2010 were nil and $1,793 respectively.

(l)	Income taxes

The Group accounts for income taxes using an asset and liability approach and 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 Group is able to realize their benefits, or that future realization is uncertain.

The Group is operating in the PRC, and in accordance with the relevant tax laws and regulations of PRC, the enterprise income tax rate for the six months ended June 30, 2011 and 2010 are 25%.

(m)	Cash and concentration of risk

Cash includes cash on hand and demand deposits in accounts maintained within Hong Kong and the PRC. Total cash in these banks at June 30, 2011 and December 31, 2010 amounted to $18,483 and $18,350 respectively, of which no deposits are covered by Federal Depository Insured Commission. The Group has not experienced any losses in such accounts and believes it is not exposed to any risk on its cash in bank accounts.

JINMIMI NETWORK INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(Stated in US Dollars)(Unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(n)	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. The Group’s current component of other comprehensive income is the foreign currency translation adjustment.

(o)	Recently implemented standards

In June 2011, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) 2011-05, Presentation of Comprehensive Income, which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of equity. ASU 2011-05 will be effective for the Company beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-05 to have a material effect on its operating results or financial position. However, it will impact the presentation of comprehensive income.

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”). ASU 2011-04 clarifies some existing concepts, eliminates wording differences between U.S. GAAP and IFRS, and in some limited cases, changes some principles to achieve convergence between U.S. GAAP and IFRS. ASU 2011-04 results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. ASU 2011-04 will be effective for the Company beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-04 to have a material effect on its operating results or financial position.

In April 2011, the FASB issued ASU 2011-03, Consideration of Effective Control on Repurchase Agreements, which deals with the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. ASU 2011-03 changes the rules for determining when these transactions should be accounted for as financings, as opposed to sales. The guidance in ASU 2011-03 is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The adoption of ASU 2011-03 is not expected to have a material impact on the Company’s financial condition or results of operation.

In April 2011, the FASB issued ASU 2011-02, “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”, which clarifies when creditors should classify loan modifications as troubled debt restructurings. The guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the year. The guidance on measuring the impairment of a receivable restructured in a troubled debt restructuring is effective on a prospective basis. A provision in ASU 2011-02 also ends the FASB’s deferral of the additional disclosures about troubled debt restructurings as required by ASU 2010-20. The adoption of ASU 2011-02 is not expected to have a material impact on the Company’s financial condition or results of operations.

JINMIMI NETWORK INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(Stated in US Dollars)(Unaudited)

4.	CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS

Financial instruments which potentially expose the Group to concentrations of credit risk, consists of cash and trade receivables as of June 30, 2011 and December 31, 2010. The Group performs ongoing evaluations of its cash position and credit evaluations to ensure collections and minimize losses.

As of June 30, 2011 and December 31, 2010, the Group’s bank deposits were placed with banks in Hong Kong and the PRC where there is currently no rule or regulation in place for obligatory insurance of bank accounts.

For the six months ended June 30, 2011 and 2010, the Group did not generate any revenue and as of June 30, 2011 there was no additional trade receivable.

The maximum amount of loss due to credit risk that the Group would incur if the counter parties to the financial instruments failed to perform is represented the carrying amount of each financial asset in the balance sheet.

Normally the Group does not obtain collateral from customers or debtors.

As at June 30, 2011 and December 31, 2010, no customer accounted for 10% of the Group’s revenue and trade receivables.

5.	AMOUNT DUE FROM A DIRECTOR

Amount due from a director is unsecured, interest-free, and repayable on demand.

GOODWILL

On January 14, 2009, the Company acquired 100% interest of HKAC for $438,975. Including in this acquisition was the primary beneficiary status of HKAC derived from a Variable Interest Entity, Shenzhen Jinmimi Technology Company Limited. Goodwill represents the excess of the cost of the purchases over the fair value of the net acquired identifiable assets at the date of acquisition. The goodwill was derived from the primary beneficiary status of VIE, Shenzhen Jinmimi Technology Company Limited, which comprised of the actual operation and assets and liabilities. The entire goodwill has been written off when the Company performed the deconsolidation of Shenzhen Jinmimi Technology Company Limited according to the Termination of Management Consultancy Agreement signed on September 16, 2010.

JINMIMI NETWORK INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(Stated in US Dollars)(Unaudited)

7.	PROPERTY, PLANT AND EQUIPMENT, NET

Details of property, plant and equipment are as follows:

	June 30, 2011		December 31, 2010
At cost
Office equipment	$	-	$	5,183
Less: accumulated depreciation		-		(1,807	)


	$	-	$	3,376
Deconsolidation adjustment		-		(3,376	)
		-		-

Depreciation expense included in the general and administrative expenses for the six months ended June 30, 2011 and 2010 were nil and $254 respectively.

8.	AMOUNT DUE TO A DIRECTOR

Amount due to a director is unsecured, interest-free, and repayable on demand.

9.	OTHER PAYABLE

Other payable due to a third party is unsecured, interest free and repayable on demand.

10.	LOSS PER SHARE

The calculation of the basic and diluted loss per share attributable to the common stock holders is based on the following data:

	For the six months ended June 30,
	2011			2010
Loss:
Loss for the purpose of basic and
dilutive earnings per share	$	(24,272	)	$	(71,932	)



Number of shares:

Weighted average number of
common stock for the purpose of basic
and dilutive earnings per share		24,000,000			24,000,000

JINMIMI NETWORK INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(Stated in US Dollars)(Unaudited)

11.	FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, trade receivables, amount due from a director, other receivables, amount due to a shareholder and other payables, approximate their fair values because of the short maturity of these instruments and market rates of interest.

12.	INCOME TAXES

(a)

The Company, being registered in the State of Nevada whereas its subsidiary, HKAC being incorporated in Hong Kong is not subject to any income tax as the U.S. Holding company and Hong Kong subsidiary does not generate any positive income. The Company has conducted all of its business through its PRC subsidiary, Chuangding, is subject to the PRC’s Enterprise Income Tax (“EIT”). Pursuant to the PRC Income Tax Laws, EIT is generally imposed at 25%.

A reconciliation between the income tax computed at the U.S. statutory rate and the Group’s provision for income tax is as follows:

	For the six months ended June 30
	2011			2010

U.S. statutory rate		34	%		34	%
Foreign income not recognized in the U.S.		(34	%)		(34	%)
PRC Enterprise Income Tax		25	%		25	%


Provision for income tax		25	%		25	%

(b)	PRC EIT rate was 25% for the six months ended June 30, 2011 and 2010.

No income before income taxes for the six months ended June 30, 2011 and 2010 were attributed to the subsidiary with operations in China. No income taxes related to China income for the six months ended June 30, 2011 and 2010.

(c)	No deferred tax has been provided as there are no material temporary differences arising for the six months ended June 30, 2011 and 2010.

The Company did not have any interest and penalty recognized in the income statements for the six months ended June 30, 2011 and 2010 or balance sheet as of June 30, 2011 and 2010. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months. The Company’s 2008, 2009, 2010 and 2011 U.S. Corporation Income Tax Return are subject to U.S. Internal Revenue Service examination and the Company’s, 2009/2010, and 2010/11 Hong Kong Corporations Profits Tax Return filing are subject to Hong Kong Inland Revenue Department examination. The Company’s 2008, 2009, 2010 and 2011 China Enterprise Income Tax Returns are subject to State Administration of Taxation examination.

JINMIMI NETWORK INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(Stated in US Dollars)(Unaudited)

13.	SUBSEQUENT EVENTS

The Company has evaluated all other subsequent events through August 11, 2011, the date these consolidated financial statements were issued, and determined that there were no other subsequent events or transactions that require recognition or disclosures in the financial statements.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

Overview of Our Performance and Operations

We were incorporated under the laws of the State of Nevada in November 2008. We are one of the companies that specialize in providing online financial and listed company data and information in China. We offer registered-based services on a single information platform that provided financial data and information that we deliver through online forums. Prior to the termination of the long-term management consultancy agreement, our service offerings permit users to post and search financial information on the forum – Jinmimi Financial Forum. Jinmimi Financial Forum is divided into six (6) sub-forums: Stock Market Information, Mutual Funds Information, Bonds Market Information, Commodities & Futures Information, Foreign Currencies Information, and Our Life Section. Our service offerings can be accessed through the websites at www.jinmimi.com. As of November 15, 2010, the website has a total of approximately 26,765 registered user accounts and has approximately 11,000 active users. After the termination of the long-term management consultancy agreement, Chuangding has been committed to carry out its core business by providing project investment consulting focus on preliminary research. The consulting services are based on customer requirement which involves investment value analysis, market risk analysis, business plan design, project financing proposal, and project data analysis. All the researches are derived from objective, comprehensive and scientific analysis, market risk study, enterprises sensitivity analysis, commercial operates, capital raising possibility, investment value and other aspects that would help reduce the investment risk and improve capital efficiency.

Going Concern

Plan of Operation

The subsidiary of the Company, Chuangding has been committed to carry out its core business by providing project investment consulting focus on preliminary research. The consulting services are based on customer requirement which involves investment value analysis, market risk analysis, business plan design, project financing proposal, and project data analysis. All the researches are derived from objective, comprehensive and scientific analysis, market risk study, enterprises sensitivity analysis, commercial operates, capital raising possibility, investment value and other aspects that would help reduce the investment risk and improve capital efficiency.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense 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 if 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.

Our significant accounting policies are summarized in Note 3 of our financial statements for the period ended June 30, 2010. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Recent accounting pronouncements

ASC 105, Generally Accepted Accounting Principles (“ASC 105”) (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board (“FASB”) into a single source of authoritative generally accepted accounting principles (“GAAP”) to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification (“ASC”) carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed “non-authoritative”. ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company’s references to GAAP authoritative guidance but did not impact the Company’s financial position or results of operations.

ASC 855, Subsequent Events (“ASC 855”) (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company’s evaluation of its subsequent events. ASC 855 defines two types of subsequent events, “recognized” and “non-recognized”. Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.

ASC 944, Financial Services – Insurance (“ASC 944”) contains guidance that was previously issued by the FASB in May 2008 as Statement of Financial Accounting Standards No. 163, Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60 that provides for changes to both the recognition and measurement of premium revenues and claim liabilities for financial guarantee insurance contracts that do not qualify as a derivative instrument in accordance with ASC 815, Derivatives and Hedging (formerly included under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities). This financial guarantee insurance contract guidance also expands the disclosure requirements related to these contracts to include such items as a company’s method of tracking insured financial obligations with credit deterioration, financial information about the insured financial obligations, and management’s policies for placing and monitoring the insured financial obligations. ASC 944, as it relates to financial guarantee insurance contracts, was effective for fiscal years beginning after December 15, 2008, except for certain disclosures related to the insured financial obligations, which were effective for the third quarter of 2008. The Company does not have financial guarantee insurance products, and, accordingly, the implementation of this portion of ASC 944 did not have an effect on the Company’s results of operations or financial position.

ASC 805, Business Combinations (“ASC 805”) (formerly included under Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations) contains guidance that was issued by the FASB in December 2007. It requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with certain exceptions. Additionally, the guidance requires changes to the accounting treatment of acquisition related items, including, among other items, transaction costs, contingent consideration, restructuring costs, indemnification assets and tax benefits. ASC 805 also provides for a substantial number of new disclosure requirements. ASC 805 also contains guidance that was formerly issued as FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies which was intended to provide additional guidance clarifying application issues regarding initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. ASC 805 was effective for business combinations initiated on or after the first annual reporting period beginning after December 15, 2008. The Company implemented this guidance effective January 1, 2009. Implementing this guidance did not have an effect on the Company’s financial position or results of operations; however it will likely have an impact on the Company’s accounting for future business combinations, but the effect is dependent upon acquisitions, if any, that are made in the future.

ASC 810, Consolidation (“ASC 810”) includes new guidance issued by the FASB in December 2007 governing the accounting for and reporting of noncontrolling interests (previously referred to as minority interests). This guidance established reporting requirements which include, among other things, that noncontrolling interests be reflected as a separate component of equity, not as a liability. It also requires that the interests of the parent and the noncontrolling interest be clearly identifiable. Additionally, increases and decreases in a parent’s ownership interest that leave control intact shall be reflected as equity transactions, rather than step acquisitions or dilution gains or losses. This guidance also requires changes to the presentation of information in the financial statements and provides for additional disclosure requirements. ASC 810 was effective for fiscal years beginning on or after December 15, 2008. The Company implemented this guidance as of January 1, 2009. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.

ASC 825, Financial Instruments (“ASC 825”) includes guidance which was issued in February 2007 by the FASB and was previously included under Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115. The related sections within ASC 825 permit a company to choose, at specified election dates, to measure at fair value certain eligible financial assets and liabilities that are not currently required to be measured at fair value. The specified election dates include, but are not limited to, the date when an entity first recognizes the item, when an entity enters into a firm commitment or when changes in the financial instrument causes it to no longer qualify for fair value accounting under a different accounting standard. An entity may elect the fair value option for eligible items that exist at the effective date. At that date, the difference between the carrying amounts and the fair values of eligible items for which the fair value option is elected should be recognized as a cumulative effect adjustment to the opening balance of retained earnings. The fair value option may be elected for each entire financial instrument, but need not be applied to all similar instruments. Once the fair value option has been elected, it is irrevocable. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. This guidance was effective as of the beginning of fiscal years that began after November 15, 2007. The Company does not have eligible financial assets and liabilities, and, accordingly, the implementation of ASC 825 did not have an effect on the Company’s results of operations or financial position.

ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) (formerly included under Statement of Financial Accounting Standards No. 157, Fair Value Measurements) includes guidance that was issued by the FASB in September 2006 that created a common definition of fair value to be used throughout generally accepted accounting principles. ASC 820 applies whenever other standards require or permit assets or liabilities to be measured at fair value, with certain exceptions. This guidance established a hierarchy for determining fair value which emphasizes the use of observable market data whenever available. It also required expanded disclosures which include the extent to which assets and liabilities are measured at fair value, the methods and assumptions used to measure fair value and the effect of fair value measures on earnings. ASC 820 also provides additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. The emphasis of ASC 820 is that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, under current market conditions. ASC 820 also further clarifies the guidance to be considered when determining whether or not a transaction is orderly and clarifies the valuation of securities in markets that are not active. This guidance includes information related to a company’s use of judgment, in addition to market information, in certain circumstances to value assets which have inactive markets.

Fair value guidance in ASC 820 was initially effective for fiscal years beginning after November 15, 2007 and for interim periods within those fiscal years for financial assets and liabilities. The effective date of ASC 820 for all non-recurring fair value measurements of nonfinancial assets and nonfinancial liabilities was fiscal years beginning after November 15, 2008. Guidance related to fair value measurements in an inactive market was effective in October 2008 and guidance related to orderly transactions under current market conditions was effective for interim and annual reporting periods ending after June 15, 2009.

The Company applied the provisions of ASC 820 to its financial assets and liabilities upon adoption at January 1, 2008 and adopted the remaining provisions relating to certain nonfinancial assets and liabilities on January 1, 2009. The difference between the carrying amounts and fair values of those financial instruments held upon initial adoption, on January 1, 2008, was recognized as a cumulative effect adjustment to the opening balance of retained earnings and was not material to the Company’s financial position or results of operations. The Company implemented the guidance related to orderly transactions under current market conditions as of April 1, 2009, which also was not material to the Company’s financial position or results of operations.

In August 2009, the FASB issued ASC Update No. 2009-05, Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value (“ASC Update No. 2009-05”). This update amends ASC 820, Fair Value Measurements and Disclosures and provides further guidance on measuring the fair value of a liability. The guidance establishes the types of valuation techniques to be used to value a liability when a quoted market price in an active market for the identical liability is not available, such as the use of an identical or similar liability when traded as an asset. The guidance also further clarifies that a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are both Level 1 fair value measurements. If adjustments are required to be applied to the quoted price, it results in a level 2 or 3 fair value measurement. The guidance provided in the update is effective for the first reporting period (including interim periods) beginning after issuance. The Company does not expect that the implementation of ASC Update No. 2009-05 will have a material effect on its financial position or results of operations.

In September 2009, the FASB issued ASC Update No. 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) (“ASC Update No. 2009-12”). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded commitments related to investments in the major category. The amendments in this update are effective for interim and annual periods ending after December 15, 2009 with early application permitted. The Company does not expect that the implementation of ASC Update No. 2009-12 will have a material effect on its financial position or results of operations.

ASC 810-10-30 & 10-65 codified Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) (“Statement No. 167”). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 (“FIN 46R”) to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity’s economic performance. This statement also enhances disclosures about a company’s involvement in variable interest entities. The Company does not expect the adoption of ASC 810-10-30 & 10-65 to have a material impact on its financial position or results of operations.

ASC 860-10-65codified Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets”, an amendment of FASB Statement No. 140 (“Statement No. 166”). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 (“Statement No. 140”) and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a “qualifying special-purpose entity”, changes the requirements for derecognizing financial assets, and enhances disclosure requirements. The Company does not expect the adoption of ASC 860-10-65 will have a material impact on its financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable because we are a smaller reporting company.

Item 4. Controls and Procedures

a) Evaluation of Disclosure Controls. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company 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 SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 2. Risk Factors

Not applicable because we are a smaller reporting company.

Item 3. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 4. Defaults Upon Senior Securities.

None.

Item 5. (Removed and Reserved).

Item 6. Other Information.

None.

SIGNATURES

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

	JINMIMI NETWORK INC.

Date: August 17, 2011	By:	/s/ Deng Zhang
		Deng Zhang
		President, CEO and Chairman of the Board of Directors

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