Centurytouch Ltd - FORM 10-Q/A

Attached files

file	filename
EX-31.1 - CERTIFICATION - Centurytouch Ltd	cntu_ex311.htm
EX-32.1 - CERTIFICATION - Centurytouch Ltd	cntu_ex321.htm

U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q/A

(Mark One)

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

For the quarterly period ended September 30, 2013

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

Commission File Number

CenturyTouch Ltd, Inc.

(Name of small business issuer in its charter)

Delaware		6500		46-1585936
(State or other Employer jurisdiction ofIdentification incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Number)

Eric YK Wong

Chief Executive Officer

Stanton House

31 Westgate

Grantham NG31 6LX

Tel: 01476 591111

(Address and telephone number of registrant's principal executive offices and principal place of business)

Please send a copy of all correspondence to:

Jillian Ivey Sidoti, Esq

38730 Sky Canyon Drive – Ste A

Murrieta, CA 92563

PHONE 323-799-1342

jillian@jilliansidoti.com

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 of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No 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. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company x
				(Do not check if a smaller reporting company)

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

At January 15, 2014, there were 31,390,000 shares outstanding of the registrant’s common stock.

CENTURYTOUCH LTD, INC.

INDEX TO FORM 10-Q

FOR THE QUARTER ENDED September 30, 2013

PART I. FINANCIAL INFORMATION		Page Number

Item 1.	Financial Statements	2
	Consolidated Balance Sheets as of September 30, 2013 (unaudited) and June 30, 2013 (audited)		F-1
	Consolidated Statements of Operations and Comprehensive Income for the three months ended September 30, 2013 and September 30, 2012		F-2
	Consolidated Statements of Cash Flows for the three months ended September 30, 2013 and September 30, 2012		F-3
	Notes to Consolidated Financial Statements	F-4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Controls and Procedures	7

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults upon senior securities	9
Item 4.	Submissions of matters to a vote of securities holders	9
Item 5.	Other Information	9
Item 6.	Exhibits	9
	Exhibit 31.1
	Exhibit 32.1

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CenturyTouch Ltd Inc. and subsidiary

Unaudited Consolidated Balance Sheets

As of September 30, 2013 and June 30, 2013

	September 30, 2013			June 30, 2013
	(Unaudited)			(Audited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	16,035		$	50,164
Other Assets		7,057			6,634
Other Assets - related expense		25,035			15,877
TOTAL CURRENT ASSETS		48,127			72,675

FIXED ASSETS
Property, plant, and equipment		4,072,393			3,828,221
Land		450,331			423,330
Accumulated depreciation		(279,870	)		(232,212	)
NET FIXED ASSETS		4,242,854			4,019,339

TOTAL ASSETS	$	4,290,981		$	4,092,014

LIABILITIES AND STOCKHOLDERS' (DEFICIT) / EQUITY

CURRENT LIABILITIES
Bank loans - current portion	$	73,351		$	65,429
Loans payable - related party		2,528,679			2,383,413
Accounts payable		20,755			24,023
TOTAL CURRENT LIABILITIES		2,622,785			2,472,865

LONG-TERM LIABILITIES
Bank loans - non current portion		2,052,159			1,949,882
TOTAL LONG-TERM LIABILITIES		2,052,159			1,949,882

TOTAL LIABILITIES		4,674,944			4,422,747

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' (DEFICIT) / EQUITY
Preferred stock ($.0001 par value, 20,000,000 shares authorized, none issued and outstanding		-			-
as of September 30, 2013 and June 30, 2013, respectively)
Common stock ($.0001 par value, 500,000,000 shares authorized, 31,390,000 shares,		3,139			3,139
issued and outstanding as of September 30, 2013 and June 30, 2013, respectively)
Additional paid in capital		230,253			199,671
Accumulated other comprehensive income (loss)		(11,353	)		11,069
Retained earnings		(606,002	)		(544,612	)
TOTAL STOCKHOLDERS' (DEFICIT) / EQUITY		(383,963	)		(330,733	)

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) / EQUITY	$	4,290,981		$	4,092,014

See accompanying notes to financial statements.

F-1

CenturyTouch Ltd Inc. and subsidiary
Unaudited Consolidated Statements of Operation and Comprehensive Income
For the three months ended September 30, 2013 and 2012

	For the three months ended
	September 30, 2013			September 30, 2012

Revenues
Rental income	$	78,260		$	55,149
Cost of revenues		36,705			38,483
Gross profits		41,555			16,666

Operating expenses
General and administrative		44,749			36,439
Total Operating Expenses		44,749			36,439

Income from operations		(3,194	)		(19,773	)

Other income (expenses)
Interest expenses		(58,196	)		(63,998	)
Total other income (expense)		(58,196	)		(63,998	)

(Loss) income before income taxes		(61,390	)		(83,771	)

Income taxes		-			-

Net (loss)	$	(61,390	)	$	(83,771	)

Other comprehensive income
Foreign currency translation adjustment		(22,422	)		(3,450	)

Comprehensive income	$	(83,812	)	$	(87,221	)
Earnings per common share
Basic		**			**

Fully diluted		**			**

Weighted average common shares outstanding
Basic		31,390,000			31,390,000

Fully diluted		31,390,000			31,390,000

See accompanying notes to financial statements.

F-2

CenturyTouch Ltd Inc. and subsidiary
Unaudited Consolidated Statements of Cash Flows
For the three months ended September 30, 2013 and 2012

	For the three months ended
	September 30, 2013			September 30, 2012

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)		(61,390	)		(83,771	)
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation		31,491			32,094
Imputed interest		30,582			28,701
Changes in operating assets and liabilities:
Trade accounts receivable		-			2,055
Other receivables		-			38,537
Prepaid Expense		(7,809	)		-
Accounts payable		(4,601	)		(41,191	)
Other payables and accrued liabilities		-			(5,913	)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES		(11,727	)		(29,488	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant, and equipment		-			-
Purchase of land		-			-
NET CASH (USED IN) INVESTING ACTIVITIES		-			-

CASH FLOWS FROM FINANCING ACTIVITIES:
(Repayments) to bank loan		(17,584	)		(12,385	)
(Repayments to) proceeds from related party loans		(6,475	)		39,372
Contributions from shareholders		-			81
NET CASH PROVIDED BY FINANCING ACTIVITIES		(24,059	)		27,068

Foreign currency adjustment		1,657			107

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(34,129	)		(2,313	)

CASH AND CASH EQUIVALENTS:
Beginning of period		50,164			5,505

End of period	$	16,035		$	3,192

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the quarters ended for:
Interest	$	27,614		$	35,297
Taxes	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Incurrence of bank note payable for purchase of building	$	-		$	-

See accompanying notes to financial statements.

F-3

CENTURYTOUCH LTD INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

(Expressed in USD)

(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with both generally accepted accounting principles for interim financial information, and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim financial information have read or have access to the Company’s annual audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the years ended June 30, 2013 and 2012 thereto contained in the registration statement in Form S-11.

2. ORGANIZATION AND BUSINESS BACKGROUND

CenturyTouch Ltd Inc. (the "Company") was incorporated under the laws of the State of Delaware on August 12, 2010. The Company intended to serve as a vehicle to effect an asset acquisition, merger, and exchange of capital stock or other business combination with a domestic or foreign business. The Company has been inactive until its Share Purchase Agreement (the “SPA”) was entered with Centurytouch Ltd., a corporation organized and existing under the laws of United Kingdom (“CTL”) on April 12, 2012.

Pursuant to the SPA, William Tay, the sole shareholder of the Company, consummated a sale of 31,390,000 shares of the Company’s common stock to CTL for an aggregate purchase price of $69,990. Simultaneously, CTL entered into a share exchange agreement with all the stockholders of CTL, pursuant to which 53 shares of CTL, representing 100% of the issued and outstanding ordinary shares of CTL, were exchanged for 17,703,960 shares of common stock of the Company. Upon completion of the exchange, CTL became a wholly-owned subsidiary of the Company and Eric Y. K. Wong, the founder and majority shareholder of CTL, then owned a ‘controlling interest’ in the Company representing 61% of the issued and outstanding shares of Common Stock. On April 21, 2012, the Company changed its name from Kallisto Ventures, Inc. to CenturyTouch Ltd Inc. to more accurately reflect its business after the share exchange transaction with CTL aforementioned.

F-4

The share exchange transaction has been accounted for as a reverse acquisition and recapitalization of the Company whereby CTL is deemed to be the accounting acquirer (legal acquiree) and the Company to be the accounting acquiree (legal acquirer). The accompanying consolidated financial statements are in substance those of CTL, with the assets and liabilities, and revenues and expenses, of the Company being included effective from the date of share exchange transaction. The Company is deemed to be a continuation of the business of CTL, which owns and operates multi-unit properties throughout the Midlands area of England. Accordingly, the accompanying consolidated financial statements include the following:

(1) The balance sheet consists of the net assets of the accounting acquirer at historical cost and the net assets of the accounting acquiree at historical cost;

(2) The financial position, results of operations, and cash flows of the accounting acquirer for all periods presented as if the recapitalization had occurred at the beginning of the earliest period presented and the operations of the accounting acquiree from the date of share exchange transaction.

The Company and CTL are hereafter collectively referred to as the “Company”.

3. RECENTLY ISSUED ACCOUNTING STANDARDS

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2013-11, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated results of its operations.

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are comprised of the following amounts at the respective dates:

	As of
	September 30, 2013			June 30, 2013
Cost:
Rental properties – commercial and residential	$	4,052,979		$	3,809,971
Land		450,331			423,330
Furniture and fixture		19,414			18,250
Total		4,522,724			4,251,551
Accumulated depreciation		(279,870	)		(232,212	)
Net	$	4,242,854		$	4,019,339

The value of land is evaluated by the Company periodically to determine the recoverability rather than depreciated over time. No impairments of land were recognized during the periods ended September 30, 2013 and 2012, respectively.

During the periods ended September 30, 2013 and 2012, the Company had depreciation expenses of $31,491 and $32,094, respectively, included in cost of revenues.

F-5

5. NOTES PAYABLE – RELATED PARTIES

The Company had outstanding balances on its notes payable to Eric Y. K. Wong (“Mr. Wong”), the President and majority shareholder of the Company, in amount of $2,528,679 and $2,383,413 as of September 30, 2013 and June 30, 2013, respectively. The funds borrowed from the Company’s President were to fund the Company’s purchase of properties and daily operations. There are no formal promissory notes but rather an oral agreement between the President and the Company. The notes are unsecured, due on demand with imputed interest at the rate of 5% per annum. Accordingly, the imputed interest expenses of $30,582 and $28,701 during the periods ended September 30, 2013 and 2012, respectively, were credited to additional paid in capital as shareholder’s contribution.

6. NOTES PAYABLE

The Company had outstanding balances on its notes payable of the following amounts as of September 30, 2013 and June 30, 2013:

	As of
	September 30, 2013			June 30, 2013
Aldermore Bank PLC, interest rate of 5.35%+LIBOR*, due on December 20, 2031		2,125,510			2,015,311
Total notes payable	$	2,125,510		$	2,015,311
Less: Current portion of notes payable		(73,351	)		(65,429	)
Total long-term notes payable	$	2,052,159		$	1,949,882

* LIBOR = London Interbank Offered Rate

The mortgage finance with Aldermore Bank PLC commenced on February of 2012 and secured by the following properties with total book value of approximately $3,593,224 as of September 30, 2013.

240 Derby Road, Nottingham, NG7 1NX

27-29 Westgate & 61-63 Welby Street, Grantham, Lincolnshire, NG34 6LX

310, 312, 314, & 343 Carlton Hill, Nottingham, NG4 1JE

53 High Street, King’s Lynn, Norfolk, PE30 1BE

62 Gold Street, Northampton, NN1 1RS

453 Firth Park Road, Sheffield, S5 6QQ

F-6

7. CAPITAL STRUCTURE

As of September 30, 2013, the Company was authorized to issue 500,000,000 shares of common stock, par value $.0001 per share, of which 31,390,000 shares issued and outstanding, and was authorized to issue 20,000,000 shares of preferred stock, par value $.0001 per share, none of which issued and outstanding.

8. INCOME TAXES

United States

The Company was incorporated under the laws of the State of Delaware and is subject to U.S. tax. No provisions for income taxes had been made as the Company had no taxable income for the years presented.

United Kingdom

The Company’s subsidiary is located in United Kingdom, which is subject to United Kingdom corporate tax. Provisions for corporate taxes had been accrued.

The Company uses the asset and liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. There were no material timing differences and therefore no deferred tax asset or liability as of September 30, 2013 and June 30, 2013. There was a net operating loss carry forward as of September 30, 2013 of approximately $606,002.

The effective income tax expense for the periods ended September 30, 2013 and 2012 are as follows:

	September 30, 2013		September 30, 2012
Current taxes	$	0	$	0
Deferred taxes		0		0
	$	0	$	0

F-7

9. COMMITMENT AND CONTINGENCIES

Neither does the Company own any property for the use of administration nor does it have any plans to lease any property in the future for such use since the majority workload in administration was outsourced to third parties. There were no rental expenses during the periods ended September 30, 2013 and 2012, respectively.

10. GOING CONCERN

These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2013, the Company had net working capital deficiency of $2,574,658 and accumulated deficit of $606,002, and required capital for its contemplated operation and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern.

Future issuances of the Company's equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are insufficient to meet operating expenses. The financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

11. SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to September 30, 2013 to the date these financial statements were issued, and has determined that it does not have other material subsequent events to disclose in these financial statements.

F-8

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

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in this report and those in our S-11 registration statement most recently filed on December 10, 2013. This discussion contains forward-looking statements that involve risks and uncertainties.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

With the exception of historical matters, the matters discussed herein are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements concerning anticipated trends in revenues and net income, projections concerning operations and available cash flow. Our actual results could differ materially from the results discussed in such forward-looking statements. The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto appearing elsewhere herein.

Background Overview

CenturyTouch Ltd, Inc., a Delaware company, was incorporated in the State of Delaware in August 2010. We were previously Kallisto Ventures, Inc. In April 2012, we merged, in a share exchange agreement with CenturyTouch Limited, a British private company. The name of the Company was changed to CenturyTouch Ltd and Dr. Eric Wong became our CEO. We currently own all of the assets of CenturyTouch Limited and owned eight (8) various properties throughout the Midlands area of England. We plan to continue purchasing residential and commercial properties throughout the world for rental. Specifically, we look to purchase properties in England, Malaysia, and Australia. Our properties currently carry debt of up to 50% of the appraised or purchase value of the property with one bank, Aldermore Bank who holds a first position interest in the properties with the exception of our Bridge Street property which is owned free of encumbrances

We believe that rental income and loans from our officer will be sufficient to support the limited costs associated with our initial ongoing operations for the next twelve months. We may sell additional shares in a private offering or other offering if we are unable to obtain funds from another source such as a shareholder loan. If sufficient funds cannot be raised, none of the Company’s plans may be implemented. There can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flows from listing fees will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in the registration statement.

Results of Operations for the Quarter ending September 30, 2013

Assets

At September 30, 2013 we had $16,035 in cash and $4,242,854 in net fixed assets which included our properties throughout Great Britain, less depreciation.

Revenue

For the three months ended September 30, 2013, we generated $78,260 in rental income compared to $55,149 for the three months ended September 30, 2012. We also recognized $36,705 in cost of revenues for the three months ended September 30, 2013 compared to cost of revenues in amount of $38,483 for the three months ended September 30, 2012.

Operating Expense

Total operating expenses for the three ended September 30, 2013 were $44,749 compared to expenses of $36,439 for the three ended September 30, 2012. The increase was due mostly to our expenses related to our S-11 registration statement.

Interest Expense

For the three months ended September 30, 2013, we recognized $58,196 in interest expense, consisting of the interest of $27,614 paid on the mortgages on our real properties, and interest of $30,582 imputed on related parties’ loan. Comparatively, we recognized $63,998 in interest expense for the three months ended September 30, 2012, consisting of the interest of $35,297 paid on the mortgages on our real properties, and interest of $28,701 imputed on related parties’ loan.

Net Loss

Net loss for the three ended September 30, 2013 was $(61,390) compared to net loss of $(83,771) for the three months ended September 30, 2012.

Liquidity and Capital Resources

At September 30, 2013, we had $16,035 in cash.

Long Term Liabilities

We have bank loans on our properties totaling $2,125,510, of which $73,351 payable within one year. We also have $2,528,679 owed to related parties and due on demand. The funds were borrowed from our President, Dr. Eric Wong and were to fund our purchase of properties and daily operations. There are no formal promissory notes but rather an oral agreement with Mr. Wong. The notes are unsecured, due on demand with imputed interest at the rate of 5% per annum. Accordingly, the imputed interest expenses of $30,582 and $28,701 during the periods ended September 30, 2013 and 2012, respectively, were credited to additional paid in capital as shareholder’s contribution.

Critical Accounting Policies and Estimates

Our critical accounting policies are disclosed in our S-11 Registration Statement. During the three months ended September 30, 2013 there have been no significant changes in our critical accounting policies

Recent Accounting Pronouncements

Recent accounting pronouncements are disclosed in our S-11 Registration Statement. During the three months ended September 30, 2013 there have been no new accounting pronouncements which are expected to significantly impact our consolidated financial statements.

Liquidity and Capital Resources

The Company had $16,035 in cash as of September 30, 2013. Our financial statements include an explanatory paragraph of our auditor’s uncertainty as to our ability to continue as a going concern. As of September 30, 2013, the Company had net working capital deficiency of $2,574,658 and accumulated deficit of $606,002, and required capital for its contemplated operation and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. We believe we will need cash for travel costs for Dr. Wong to manage properties (approximately $10,000), capital improvements for our properties (approximately $50,000), and costs associated with general operating expenses including legal, accounting, and other expenses. We estimate that these general costs will be approximately $110,000. Thus we will need to generate cash in order to cover all of our expenses. We do believe that approximately $75,000 will come from our rental income based on our historical financials. We are not sure if this will be sufficient to meet our operating requirements for the next 12 months.

The investigation of prospective financing candidates involves the expenditure of capital. The Company will likely have to look to Dr. Wong or to third parties for additional capital. There can be no assurance that the Company will be able to secure additional financing or that the amount of any additional financing will be sufficient to conclude its business objectives or to pay ongoing operating expenses.

If Dr. Wong is unable to lend additional funds to the Company in the event that Company needs additional funds, we may need to deploy a plan to sell additional shares or look to a third party to lend funds to the Company. If the Company is to borrow funds from a third party, the terms and conditions of such a loan may not be on favorable terms. If we are unable to address our liquidity issues, there is a great chance that the Company will not have adequate funding to continue its business plan and will thus, fail.

We may also sell a property in order to cover cash short falls. Currently our rents cover our operating and interest expenses.

Related Party Transactions

The Company may elect, with the consent of Dr. Wong, at some date in the future, convert the note into equity of the Company. Currently there is no plan of conversion.

To acquire the shares of the Kallisto that resulted in our merger, Dr. Wong paid $69,992.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2013. This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded that our disclosure controls and procedures are currently effective to ensure that all material information required to be filed in the quarterly report on Form 10-Q has been made known to them.

For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seg.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure, controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by in our reports filed under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based upon an evaluation conducted for the period ended September 30, 2013, our Chief Executive Officer and Chief Financial Officer as of September 30, 2013, and as of the date of this Report, has concluded that as of the end of the periods covered by this report, he has identified material weakness of Company internal controls.

Corporate expenses incurred are processed and paid by the officer of the Company. The current number of transactions is not sufficient to justify the retaining of additional accounting personnel.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its evaluation, our management concluded that, as of September 30, 2013, that our disclosure controls and procedures and our internal control over financial reporting are currently not effective. The lack of effective internal controls could materially adversely affect our financial condition and ability to carry out our business plan.

This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this quarterly report.

Changes in Internal Controls over Financial Reporting

We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report 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

None

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITEIES

None

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

(a) Exhibits:

Number		Description

31.1		Certification of Chief Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

32.1		Certification of Chief Executive and Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

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

	CENTURYTOUCH LTD, INC.

Date: May 22 , 2014	By:	/s/ Dr. Y.K. Wong
		Name: Dr. Y.K. Wong
		Title: President and Director (Principal Executive Officer)


Date: May 22, 2014	By:	/s/ Dr. Y.K. Wong
		Name: Dr. Y.K. Wong
		Title: Treasurer and Chief Financial Officer
		(Principal Financial Officer, and Principal Accounting Officer)

Centurytouch Ltd - FORM 10-Q/A - May 22, 2014

Attached files

Centurytouch Ltd Reports