Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - GIA INVESTMENTS CORP. | Financial_Report.xls |
| EX-31.1 - GIA INVESTMENTS 10Q, CERTIFICATION 302, CEO - GIA INVESTMENTS CORP. | giaiexh31_1.htm |
| EX-32 - GIA INVESTMENTS 10Q, CERTIFICATION 906, CEO/CFO - GIA INVESTMENTS CORP. | giaiexh32_1.htm |
| EX-31.2 - GIA INVESTMENTS 10Q, CERTIFICATION 302, CFO - GIA INVESTMENTS CORP. | giaiexh31_2.htm |
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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(Mark one)
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x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the quarterly period ended September 30, 2014
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OR
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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _______________ to _______________
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GIA Investments Corp.
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(Exact name of registrant as specified in its charter)
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Room B1, 14F, Number 85, Section 4
Ren’ai Road, Da’an District
Taipei City, Taiwan
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Nevada
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42-1772642
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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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 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 x
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. (Check one):
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 28,593,000 common shares issued and outstanding as of November 7, 2014.
GIA Investments Corp.
FORM 10-Q
TABLE OF CONTENTS
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Page |
| PART I – FINANCIAL INFORMATION | 3 |
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| 8 | |
| 9 | |
| 9 | |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Our financial statements included in this Quarterly Report on Form 10-Q are as follows:
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GIA INVESTMENTS CORP
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(A DEVELOPMENT STAGE COMPANY)
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BALANCE SHEETS
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September 30, 2014
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December 31, 2013
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(Unaudited)
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| ASSETS | ||||||||
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Current Assets
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Cash in Bank
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$ | 17,877 | $ | 243,408 | ||||
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Total Current Assets
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17,877 | 243,408 | ||||||
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Prepaid investments
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877,612 | 2,527,612 | ||||||
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Investments
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1,650,000 | - | ||||||
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Deposits
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36,073 | 36,073 | ||||||
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Total Assets
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$ | 2,581,562 | $ | 2,807,093 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current Liabilities
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Loan payable to related party
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$ | 780,075 | $ | 624,436 | ||||
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Due to others
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3,125,000 | 3,125,000 | ||||||
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Total Current Liabilities
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3,905,075 | 3,749,436 | ||||||
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Stockholders' Equity
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Common stock, $0.001 par value, 50,000,000 shares
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authorized, 28,593,000 shares issued and outstanding
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as of September 30, 2014 and December 31, 2013
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28,593 | 28,593 | ||||||
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Additional paid-in capital
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350,207 | 350,207 | ||||||
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Other comprehensive income (loss)
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(10,303 | ) | - | |||||
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Deficit accumulated during the development stage
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(1,692,010 | ) | (1,321,143 | ) | ||||
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Total stockholders' equity
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(1,323,513 | ) | (942,343 | ) | ||||
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Total Liabilities and Stockholders' Equity
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$ | 2,581,562 | $ | 2,807,093 | ||||
The Accompanying Notes Are an Integral Part of the Financial Statements.
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GIA INVESTMENTS CORP
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(A DEVELOPMENT STAGE COMPANY)
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STATEMENT OF OPERATIONS
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FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013
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AND PERIOD FROM JULY 6, 2010 (INCEPTION) THROUGH SEPTEMBER 30, 2014
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(UNAUDITED)
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Accumulated from
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July 6, 2010
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Nine Months Ended
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Three Months Ended
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(Inception) through
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September 30, 2014
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September 30, 2013
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September 30, 2014
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September 30, 2013
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September 30, 2014
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Revenue
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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General and administrative expenses
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370,900 | 166,246 | 106,970 | 55,078 | 1,692,057 | |||||||||||||||
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Loss from operations
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(370,900 | ) | (166,246 | ) | (106,970 | ) | (55,078 | ) | (1,692,057 | ) | ||||||||||
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Other income (expenses)
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Interest income
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33 | - | 30 | - | 47 | |||||||||||||||
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Total other income
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33 | - | 30 | - | 47 | |||||||||||||||
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Loss before provision for income taxes
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(370,867 | ) | (166,246 | ) | (106,940 | ) | (55,078 | ) | (1,692,010 | ) | ||||||||||
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Provision for income taxes
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- | - | - | - | - | |||||||||||||||
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Net Loss
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$ | (370,867 | ) | $ | (166,246 | ) | $ | (106,940 | ) | $ | (55,078 | ) | $ | (1,692,010 | ) | |||||
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Net Loss Per Share-
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Basic and Diluted
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$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.06 | ) | |||||
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Weighted Average Shares Outstanding:
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Basic and Diluted
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28,593,000 | 28,593,000 | 28,593,000 | 28,593,000 | 27,999,344 | |||||||||||||||
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Other comprehensive income (loss):
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Net loss
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$ | (370,867 | ) | $ | (166,246 | ) | $ | (106,940 | ) | $ | (55,078 | ) | $ | (1,692,010 | ) | |||||
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Foreign currency translation adjustment, net of tax
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(10,303 | ) | - | 501 | - | (10,303 | ) | |||||||||||||
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Comprehensive loss
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$ | (381,170 | ) | $ | (166,246 | ) | $ | (106,439 | ) | $ | (55,078 | ) | $ | (1,702,313 | ) | |||||
The Accompanying Notes Are an Integral Part of the Financial Statements.
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GIA INVESTMENTS CORP
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(A DEVELOPMENT STAGE COMPANY)
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STATEMENTS OF CASH FLOW
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FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013
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AND PERIOD FROM JULY 6, 2010 (INCEPTION) THROUGH SEPTEMBER 30, 2014
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(UNAUDITED)
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Accumulated from
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July 6, 2010
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Nine Months Ended
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Nine Months Ended
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(Inception) through
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September 30, 2014
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September 30, 2013
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September 30, 2014
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Cash flows from operating activities
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Net loss
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$ | (370,867 | ) | $ | (166,246 | ) | $ | (1,692,010 | ) | |||
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Adjustments to reconcile net loss to net cash used in operations:
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Increase in deposits
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- | - | (36,073 | ) | ||||||||
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Net cash used in operating activities
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(370,867 | ) | (166,246 | ) | (1,728,083 | ) | ||||||
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Cash flows from investing activities
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Prepaid investment
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- | - | (877,612 | ) | ||||||||
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Investments
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- | - | (1,650,000 | ) | ||||||||
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Net cash used in investing activities
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- | - | (2,527,612 | ) | ||||||||
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Cash flows from financing activities
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Proceeds from loan from related party
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437,661 | 139,280 | 1,746,017 | |||||||||
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Repayment of loan from related party
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(292,046 | ) | (180,000 | ) | (975,966 | ) | ||||||
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Increase in other payable
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- | - | 3,245,400 | |||||||||
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Repayment of other payable
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- | - | (120,400 | ) | ||||||||
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Capital contribution
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- | - | 378,800 | |||||||||
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Net cash provided by (used in) financing activities
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145,615 | (40,720 | ) | 4,273,851 | ||||||||
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Effect of exchange rate changes on cash and cash equivalents
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(279 | ) | - | (279 | ) | |||||||
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Net change in cash
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(225,531 | ) | (206,966 | ) | 17,877 | |||||||
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Cash and cash equivalents
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Beginning
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243,408 | 210,825 | - | |||||||||
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Ending
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$ | 17,877 | $ | 3,859 | $ | 17,877 | ||||||
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Supplemental disclosure of cash flows
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Cash paid during the period for:
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Interest expense
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$ | - | $ | - | $ | - | ||||||
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Income tax
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$ | - | $ | - | $ | - | ||||||
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Noncash transaction:
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Investments paid from previously prepaid investments
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$ | 1,650,000 | $ | - | $ | 1,650,000 | ||||||
The Accompanying Notes Are an Integral Part of the Financial Statements.
GIA INVESTMENTS CORP
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2014
(UNAUDITED)
NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and in accordance with instructions for Form 10-Q and Article 10 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. In the opinion of management, the unaudited condensed consolidated financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year. These unaudited, condensed consolidated financial statements, footnote disclosures and other information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Registration Statement on Form 10-K for the year ended December 31, 2013.
Nature of Business
GIA Investments Corp, a company in the developmental stage (the “Company” or “GIA”), was incorporated on July 6, 2010 in the State of Nevada. The Company‘s business plan was to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, or joint venture. The Company has conducted limited business operations and had no revenues from operations since its inception.
Going Concern
These financial statements were prepared on the basis of accounting principles applicable to going concern, which assumes the realization of assets and discharge of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company had an accumulated deficit of $1,692,010 as of September 30, 2014, and it had no revenue from operations.
The Company faces all the risks common to companies at development stage, including capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. The Company's losses raise substantial doubt about its ability to continue as a going concern. The Company's financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.
The Company is currently addressing its liquidity issue by continually seeking investment capital through private placements of common stock and debt. The Company believes its current and future plans enable it to continue as a
going concern. The Company's ability to achieve these objectives cannot be determined at this time. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts which may differ from those in the accompanying consolidated financial statements.
Use of Estimates
The preparation of 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.
Net Income (Loss) Per Share
Basic income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At September 30, 2014, the Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.
Foreign-currency Transactions
Foreign-currency transactions are recorded in New Taiwan dollar (“NTD”) at the rates of exchange in effect when the transactions occur. Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency is converted into New Taiwan dollar, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of conversion or settlement. On the balance sheet dates, the balances of foreign-currency assets and liabilities are restated at the prevailing exchange rates and the resulting differences are charged to current income except for those foreign currencies denominated investments in shares of stock where such differences are accounted for as translation adjustments under stockholders’ equity.
Translation Adjustment
The Company financial statements are presented in the U.S. dollar ($), which is the Company’s reporting currency, while its functional currency in its branch in Taiwan is New Taiwan dollar (“NTD”). Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income.
In accordance with ASC 830, Foreign Currency Matters, the Company translates the assets and liabilities into U.S. dollar ($) using the rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation from NTD into U.S. dollar are recorded in stockholders’ equity as part of accumulated other comprehensive income.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its result of operations, financial position or cash flow.
Subsequent Events
The Company evaluated all events or transactions that occurred after September 30, 2014 up through the date the Company issued these financial statements.
NOTE 2 – INCOME TAXES
As of September 30, 2014, the Company had net operating loss carry forwards of approximately $1,692,000 that may be available to reduce future years’ taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a full valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
NOTE 3 – INVESTMENT IN WORLDWIDE MEDIA INVESTMENTS CORP
On May 23, 2014, the Company entered into an investment agreement with Worldwide Media Investment Corp., a company incorporated in Anguilla (“Worldwide”), pursuant to which the Company acquired 15% of the equity interest of Worldwide for the sum of $1,650,000. The investment is recorded at cost.
NOTE 4 – PREPAID INVESTMENTS
As of September 30, 2014, there were prepaid investments of $877,612. The amount represents the amounts paid to the existing shareholders of Worldwide Media Investments Corp. (“Worldwide”) for future equity investment in Worldwide and its holding company. There is no written agreement entered pursuant to this prepayment.
NOTE 5 – OTHER PAYABLE
As of September 30, 2014 and December 31, 2013, due to others amounted to $3,125,000. The amount represents the cash received from seven investors that intends to subscribe the Company’s common shares. The Company has not entered into any agreement on the stock subscription terms for these advances.
NOTE 6 – RELATED PARTY TRANSACTIONS
Loan from related party- The Company has advanced funds from its officer and shareholder for working capital purposes. The Company has not entered into any agreement on the repayment terms for these advances. As of September 30, 2014, there were $780,075 advances outstanding.
******
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of Part I of this report includes forward-looking statements. These forward looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "proposed," "intended," or "continue" or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other "forward-looking" information. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including but not limited to: variability of our revenues and financial performance; risks associated with product development and technological changes; the acceptance our products in the marketplace by existing and potential future customers; general economic conditions. You should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.
We disclaim any obligation to revise or update any forward-looking statements to disclose any event or circumstance that may occur after the date of this Quarterly Report. Readers are urged to review and consider the various disclosures made throughout the entirety of this Quarterly Report carefully, which attempts to inform interested parties of the factors that may affect our business, financial condition, results of operations and prospects.
Overview
GIA Investments Corp, (the “Company” “our”, “we”, or “us”), was incorporated on July 6, 2010 in the State of Nevada. The Company’s business plan is to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and encompass assets or a business entity, such as a corporation, limited liability company or joint venture. The Company has not had revenues from operations since its inception.
Also, the Company’s business plan is to seek, investigate, consult with and assist small to medium sized Asian businesses to enter the United States equity markets. We will look for small profitable businesses in growth industries. We desire to deal with management who shares our vision of growth, within reason. We intend to avoid management that appears to be in the business for the “short haul”. The character and attitude of management of those businesses will influence our decision making process significantly. The Company will charge various fees for its consulting services, and some of those fees may come in the form of equity in the client business. Examples of those services include assistance with the preparation and filing of various registration statements, the formation or reorganization of businesses, and assistance with the preparation and filing of various reports on Forms 10-Q, 10-K, and 8-K.
We believe that there is a significant number of small to mid-size businesses in China that can benefit from the services we offer. We will help educate management of these businesses regarding the opportunities available to a publicly traded company in the United States, including, but not limited to, participation on the OTC Markets. We have assembled a team of bi-lingual professionals and offer their services as a “package” to our clients. We believe we can offer a turnkey process for Asian businesses to participate in the equity markets in the United States by becoming a reporting company. We will assist those businesses with incorporation in the United States and the registration process, and introduce them to market makers, auditors and legal counsel.
There are many small profitable businesses in China and elsewhere in Asia with no knowledge of the public company process and related regulatory requirements in the United States. We believe we can fill a market niche with our ability to identify prospects in the Asian community, because of our relationships with professionals that Heer Hsiao, our President, has developed. We believe we are breaking ground in this industry but have no idea regarding how this market will develop.
On May 23, 2014, we entered into an investment agreement with Worldwide Media Investment Corp., a corporation incorporated in Anguilla (“Worldwide”), pursuant to which we acquired 15% of the equity interest of Worldwide for $1,650,000.
Results of Operations for the 3 and 9 months ended September 30, 2014 and September 30, 2013
The following information should be considered in conjunction with our financial statements and the related notes that appear elsewhere in this Quarterly Report.
We have not earned any revenues since our inception. We are presently in the development stage of our business, and we can provide no assurance that we will be able to enter into commercial relationships with intended client businesses.
Revenue
We had no revenue during the 3 and 9 months ended September 30, 2014, and we had no revenue for the 3 and 9 months ended September 30, 2013.
Operating Expenses
Operating expenses during the 3 and 9 months ended September 30, 2014 totaled $106,970 and $370,900, respectively, as compared to operating expenses of $55,078 and $166,246, respectively, for the 3 and 9 months ended September 30, 2013.
Net Losses
Net losses for the 3 and 9 months ended September 30, 2014 were $106,940 and $370,900, respectively, compared to net losses of $55,078 and $166,246, respectively, for the 3 and 9 months ended September 30, 2013. The increase in net losses is primarily due to an increase in general and administrative expenses and professional fees.
Liquidity and Capital Resources
Cash and cash equivalents were $17,877 at September 30, 2014 and $243,408 at December 31, 2013. Our total current assets were $17,877 at September 30, 2014, as compared to $243,408 at December 31, 2013. Our total current liabilities were $3,905,075 at September 30, 2014, as compared to $3,749,436 at December 31, 2013.
We had a working capital deficit of $3,887,198 at September 30, 2014, as compared to a working capital deficit of $3,506,028 at December 31, 2013.
Net cash from operating activities during the 9 months ended September 30, 2014, was ($370,867), compared to ($166,246) for the 9 months ended September 30, 2013.
Net cash provided by financing activities during the 9 months ended September 30, 2014 was $145,615, which was primarily due to a loan from a related party, compared to ($40,720) during the 9 months ended September 30, 2013.
No shares were sold and no warrants were exercised during the 9 months ended September 30, 2014.
We have not yet recognized revenues from our operations. As a result, our current cash position is not sufficient to fund our cash requirements during the next twelve months, including operations and capital expenditures.
We have current assets, including cash, of $17,877. We will be reliant upon shareholder loans, private placements or public offerings of equity to fund any kind of operations. We have secured no sources of loans. We had negative cash flow from operations and no revenues during the year ended December 31, 2013 and the 9 months ended September 30, 2014.
On a short-term basis, we have generated no revenues to pay the costs of our operations. Additionally, we will have insufficient revenue to satisfy current and recurring liabilities as we continue to build the business. For short term needs we will be dependent on receipt, if any, of public offering or private placement proceeds.
As noted above, we believe that we do not have sufficient liquidity to satisfy our cash requirements for the next twelve months, which will require us to raise additional external funds through the sale of additional equity or debt securities. Currently, we have no plans for additional capital. In any event, we expect that unless our sales increase significantly, we will need to raise additional funds over the next 12 months to finance the costs of establishing the corporate infrastructure and related expenses, as well as sales and marketing expenses to support our introduction of our brands. The sale of additional equity securities will result in additional dilution to our shareholders. Sale of debt securities could involve substantial operational and financial covenants that might inhibit our ability to follow our business plan. Additional financing may not be available in amounts or on terms acceptable to us or at all. If we are unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned research, development and commercialization activities, which could harm our financial conditions and operating results.
Off-Balance Sheet Arrangements
There are no 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.
Going Concern
Our 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. However, we have no current source of revenue. Without realization of additional capital, it would be unlikely for us to continue as a going concern. Our management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, and, ultimately, upon achieving profitable operations through the development of business activities.
Inflation
We do not believe our business and operations have been materially affected by inflation.
Critical Accounting Policies and Estimates
Our critical accounting policies are as follows:
Derivative Instruments
The Company’s note payable contains terms with constitute a derivative liability under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815 and require bifurcation from the host instrument. As required by FASB ASC 815, these instruments are required to be measured at fair value in its financial statements. Changes in the fair value of the derivative liabilities from period to period are charged to derivative income (expense) as incurred.
Recently Issued Accounting Standards
On July 1, 2009, the FASB issued the FASB Accounting Standards Codification (the “Codification”). The Codification became the single source of authoritative nongovernmental U.S. GAAP, superseding existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”) and related literature. The Codification eliminates the previous U.S. GAAP hierarchy and establishes one level of authoritative GAAP. All other literature is considered non-authoritative. However, rules and interpretive releases of the Securities and Exchange Commission (the “SEC”) issued pursuant to the authority of federal securities laws will continue to be sources of authoritative GAAP for SEC registrants. The Codification was effective for interim and annual periods ending after September 15, 2009. The Company adopted the Codification for the year ended December 31, 2010. There was no impact to the consolidated financial results as this change is disclosure-only in nature. The adoption of SFAS 165 (ASC 855-10) did not have a significant effect on the Company’s financial statements as of that date or through the quarter ended September 30, 2014.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information pursuant to this Item 3.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 pursuant to the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report, as of September 30, 2014. This evaluation was carried out pursuant to the supervision and with the participation of our management, including our Chief Executive Officer, Principal Executive Officer, Chief Financial Officer and Principal Financial Officer, who concluded that our disclosure controls and procedures are not effective to ensure that all material information required to be filed in this Quarterly Report has been made known to them.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, or persons performing similar functions as appropriate, to allow timely decisions regarding required disclosure.
Based upon that evaluation, including our Principal Executive Officer and Principal Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this Quarterly Report.
We have identified the following material weaknesses in our internal controls:
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reliance upon independent financial reporting consultants for review of critical accounting information and disclosures and material nonstandard transactions.
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lack of sufficient accounting staff, which results in a lack of segregation of duties necessary for a good system of internal control.
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In order to remedy our existing internal control deficiencies, as our finances allow, we will hire additional accounting staff.
Changes in Internal Controls Over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or material pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.
Item 1a. Risk Factors.
As a “smaller reporting company”, we are not required to provide disclosure pursuant to this Item 1A.
Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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GIA Investments Corp
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(Registrant)
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By:
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/s/ Heer Hsiao
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Chairman and CEO
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In accordance with the requirements of the Securities Act of 1933, this Quarterly REport was signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Heer Hsiao
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Chairman, President, Chief Executive Officer, Chief Financial Officer,
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November 7, 2014
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| Principal Executive Officer and Principal Accounting Officer |
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