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EX-32.1 - Asia Interactive Media Inc.ex32-1.htm

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 September 30, 2014

 

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

 

For the transition period from ____________ to ____________

 

Commission file number: 000-49768

 

Asia Interactive Media Inc.
(Exact name of registrant as specified in its charter)

 

Nevada   43-195-4778
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

Level 30, Bank of China Tower,

1 Garden Road, Central Hong Kong

(Address of principal executive offices) (Zip Code)

 

011-852-9836-2643

(Registrant’s telephone number, including area code)

 

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

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 require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-5 (§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 [X] No [  ]

 

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

 

Large accelerated filer [  ]    Accelerated filer [  ]    Non-accelerated filer [  ]    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 [X] No [  ]

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [  ] No [  ]

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

As of November 14, 2014, the registrant’s outstanding common stock consisted of 6,534,492 shares.

 

 

 

 
 

 

Table of Contents

 

PART I – FINANCIAL INFORMATION
     
Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item 3. Quantitative and Qualitative Disclosures About Market Risk 7
Item 4. Controls and Procedures 7
     
PART II – OTHER INFORMATION
     
Item 1. Legal Proceedings 8
Item 2. Unregistered Sales of Equity Securities 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Mine Safety Disclosures 8
Item 5. Other Information 8
Item 6. Exhibits 8

 

2
 

 

PART I – FINANCIAL INFORMATION

 

Safe Harbor Statement

 

This quarterly report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operation; any statements concerning proposed new products, service or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

 

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. This quarterly report discusses our financial condition and results of operations based upon our financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

 

All currency references in this quarterly report are in U.S. dollars unless otherwise noted.

 

Item 1. Financial Statements.

 

The unaudited financial statements of Asia Interactive Media Inc. (“we”, “our”, “us”) follow.

 

Asia Interactive Media Inc. (previously Black Gardenia Corp.)

(A Development Stage Company)

 

Table of Contents

 

September 30, 2014

 

Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013 F–1
   
Statements of Operations for the Three and Nine Months Ended September 30, 2014 and from February 9, 2000 (Date of Inception) to September 30, 2014 F–2
   
Statements of Cash Flows for the Nine Months Ended September 30, 2014 and from February 9, 2000 (Date of Inception) to September 30, 2014 F–3
   
Notes to the Financial Statements F–4

 

3
 

 

Asia Interactive Media Inc. (previously Black Gardenia Corp.)

(A Development Stage Company)

Balance Sheets

(Expressed in U.S. Dollars)

 

   September 30, 2014   December 31, 2013 
   (Unaudited)   (Audited) 
   $   $ 
         
Assets          
Current Assets          
Cash   13,058    23,946 
Accounts receivable        
Total Current Assets   13,058    23,946 
Loan Receivable (Note 3)        
Total Assets   13,058    23,946 
           
Liabilities and Stockholders’ Equity          
           
Current Liabilities          
Accounts payable and accrued liabilities   12,007    17,448 
Total Current Liabilities   12,007    17,448 
Total Liabilities   12,007    17,448 
           
Contingency (Note 1)          
           
Stockholders’ Equity          
           
Common Stock:          
Authorized: 100,000,000 shares, $0.00001 par value; 6,534,492 shares issued and outstanding   66    66 
Additional Paid-in Capital   598,734    598,734 
Donated Capital   37,628    37,628 
Deficit Accumulated during the Development Stage   (635,376)   (629,930)
Total Stockholders’ Equity   1,052    6,498 
Total Liabilities and Stockholders’ Equity   13,058    23,946 

 

(The Accompanying Notes are an Integral Part of the Financial Statements)

 

F-1
 

 

Asia Interactive Media Inc. (previously Black Gardenia Corp.)

(A Development Stage Company)

Statements of Operations

(Expressed in U.S. Dollars)

(Unaudited)

 

   Accumulated from                 
   February 9, 2000   Three months   Three months   Nine months   Nine months 
   (Date of Inception)   ended   ended   ended   ended 
   to September 30, 2014   September 30, 2014   September 30, 2013   September 30, 2014   September 30, 2013 
   $   $   $   $   $ 
   (Restated)                 
                     
Revenue                    
Operating Expenses                         
General and administrative   592,446    7,274    19,840    20,446    36,573 
Total Operating Expenses   592,446    7,274    19,840    20,446    36,573 
Write-off of Loan Receivable   237,843                 
                          
Other Income   194,913        15,000    15,000    44,847 
Net Income (Loss)   (635,376)   (7,274)   (4,840)   (5,446)   8,274 
                          
Net Income (Loss) Per Share - Basic and Diluted        (0.00)   (0.00)   (0.00)   0.00 
Weighted Average Shares Outstanding        6,534,492    6,534,492    6,534,492    6,534,492 

 

(The Accompanying Notes are an Integral Part of the Financial Statements)

 

F-2
 

 

Asia Interactive Media Inc. (previously Black Gardenia Corp.)

(A Development Stage Company)

Statements of Cash Flows

(Expressed in U.S. Dollars)

(Unaudited)

 

   Accumulated from         
   February 9, 2000         
   (Date of Inception) to   Nine months ended   Nine months ended 
   September 30, 2014   September 30, 2014   September 30, 2013 
   $   $   $ 
   (Restated)         
             
Operating Activities               
Net income (loss)   (635,376)   (5,446)   8,274 
Adjustment to reconcile net loss to net cash used in operating activities               
Donated expenses   23,000         
Change in operating assets and liabilities               
Accounts receivable           (15,000)
Loan receivable            
Accounts payable and accrued liabilities   12,006    (5,442)   (10,063)
Advances from officers   14,628         
Net Cash Used in Operating Activities   (585,742)   (10,888)   (16,789)
Financing Activities               
Common stock   66         
Additional paid-in capital   598,734         
Net Cash Provided by (Used in) Financing Activities   598,800         
Net Increase (Decrease) in Cash   13,058    (10,888)   (16,789)
Cash – Beginning of Period       23,946    19,463 
Cash – End of Period   13,058    13,058    2,674 
                
Supplemental Disclosures:               
Interest paid   19,233         
Income tax paid            

 

(The Accompanying Notes are an Integral Part of the Financial Statements)

 

F-3
 

 

Asia Interactive Media Inc. (previously Black Gardenia Corp.)

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in U.S. Dollars)

September 30, 2014

(Unaudited)

 

1.Nature of Business and Continuance of Operations

 

Asia Interactive Media Inc. (previously Black Gardenia Corp.), herein “the Company”, was incorporated on February 9, 2000 pursuant to the Laws of the State of Nevada, USA. The Company has no primary business operations and is considered a development stage company, as defined by Accounting Standards Codification (“ASC”) 915.10.05 “Accounting and Reporting by Development Stage Enterprises”. The Company was formed for the purpose of merging with, engaging in a capital stock exchange with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more operating businesses. The Company provides miscellaneous consulting services, and it is management’s opinion that the consulting activities may result in opportunities for the Company through a possible merger, acquisition or business combination. On March 22, 2007 the Company changed its name to “Asia Interactive Media Inc.”

 

The accompanying financial statements have been prepared using generally accepted accounting principles in the United States of America (“U.S. GAAP”) applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. At September 30, 2014, the Company had a working capital surplus of $1,051 and has accumulated losses of $635,376 since its inception. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. It is management’s plan to seek additional capital through equity and/or debt financings. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

 

In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

 

2.Summary of Significant Accounting Policies

 

a)Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the three and nine months ended September 30, 2014 and 2013, and for the period from February 9, 2000 (inception) through September 30, 2014.

 

The Company’s fiscal year-end is December 31.

 

b)Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP 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 period. Actual results could differ from those estimates.

 

c)Basic and Diluted Net Income (Loss) Per Share

 

The Company computes net income (loss) per share in accordance with ASC 260.10.05 which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

 

d)Comprehensive Loss

 

ASC 220.10.05, “Reporting Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2014 and 2013, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

 

F-4
 

 

Asia Interactive Media Inc. (previously Black Gardenia Corp.)

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in U.S. Dollars)

September 30, 2014

(Unaudited)

 

2.Summary of Significant Accounting Policies (continued)

 

e)Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

 

f)Long-Lived Assets

 

In accordance with ASC 360.10.05, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the carrying value of long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

 

g)Financial Instruments

 

The fair value of financial instruments, which include cash, accounts payable, accrued liabilities and due to related party, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

 

h)Income Taxes

 

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740.10.05 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740.10.05, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

 

i)Foreign Currency Translation

 

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830.10.05 “Foreign Currency Translation”, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 

j)Recent Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial statements upon adoption.

 

3.Miscellaneous Income

 

Miscellaneous income consists of income generated from consulting activities. Consulting activities include providing business advisory services and referral services for expansion opportunities in Asia.

 

F-5
 

 

Asia Interactive Media Inc. (previously Black Gardenia Corp.)

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in U.S. Dollars)

September 30, 2014

(Unaudited)

  

4.Common Stock and Additional Paid-In Capital

 

Common Stock: Authorized: 100,000,000 shares, $0.00001 par value; 6,534,492 shares issued and outstanding.

 

            Additional 
            Paid-in 
            Capital 
    Shares   Amount   (Discount) 
    #   $   $ 
Balance – February 9, 2000 (Date of Inception)             
                 
March 2, 2000 – Issuance of stock for cash    5,000,000    50    450 
                 
January 8, 2008 – Issuance of stock for cash    1,634,492    17    648,283 
                 
April 28, 2011 – Share Repurchase    (100,000)   (1)   (49,999)
                 
Balance – December 31, 2013 and September 30, 2014    6,534,492    66    598,734 

 

5.Subsequent Events

 

Management has reviewed events between September 30, 2014 and November 12, 2014 and no significant events were identified.

 

F-6
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Overview

 

We are a blank check company organized under the laws of the State of Nevada on February 9, 2000. We currently maintain a mailing address at Level 30, Bank of China Tower, 1 Garden Road, Central Hong Kong, China, and our telephone number is 011-852-9836-2643. We do not have any subsidiaries. Our fiscal year end is December 31. We were formed for the purpose of merging with, engaging in a capital stock exchange with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more operating businesses.

 

As of September 30, 2014, we did not have any specific business combination under consideration and we had not identified any prospective target business, nor had anyone done so on our behalf. We cannot provide any assurance as to whether any proposed business combination will be feasible at all, or will be feasible on terms acceptable to us, and we have no way of forecasting whether any proposed business combination will be successfully completed on a timely basis.

 

We believe that the earliest we will begin generating revenues will not be until after the completion of a business combination. However, even we successfully complete a business combination, we may not be able to achieve our anticipated business goals, gain any operating benefits or generate any profits.

 

We are a “shell company” as defined in Rule 405 under the Securities Act of 1933 and Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), since we have only conducted nominal operations and have nominal assets.

 

Results of Operations for the Three Months ended September 30, 2014 and 2013 and from February 9, 2000 (Date of Inception) to September 30, 2014

 

Revenue and Other Income

 

From our inception on February 9, 2000 to September 30, 2014, we did not generate any revenue. We do not anticipate that we will earn any revenue during the current fiscal year or in the foreseeable future, as we do not have any operations and are presently engaged in seeking a business combination with a target business. We anticipate that we will incur substantial losses over the next year, unless we are able to successfully complete a business combination and develop the business of the target company.

 

During the three months ended September 30, 2014 we did not generate any other income, whereas we generated $15,000 in other income during the same period in 2013. From our inception on February 9, 2000 to September 30, 2014, we generated total other income of $194,913, most of which was in the form of interest income.

 

Expenses

 

From our inception on February 9, 2000 to September 30, 2014, we incurred $592,446 in operating expenses. During the three months ended September 30, 2014, our total operating expenses decreased by $12,566 from the same period in 2013, from $19,840 to $7,274. This decrease was largely due to a decrease in our consulting and management fees for the period.

 

4
 

 

Since our inception, our operating expenses have consisted entirely of general and administrative expenses, which include professional fees, consulting and management fees, office and sundry expenses, bank charges and interest and foreign exchange costs. Our professional fees consist of accounting, legal and audit fees. Our office and sundry expenses include communication expenses (internet, fax and telephone), office supplies, courier fees and postage costs.

 

Our general and administrative expenses for the three months ended September 30, 2014 consisted of $3,999 in professional fees, $1,511 in consulting and management fees, $1,214 in office and sundry expenses, $439 in foreign exchange gain and $111 in bank charges and interest. During the three months ended September 30, 2013, our general and administrative expenses included $2,059 in professional fees, $18,073 in consulting and management fees and $131 in bank charges and interest, as offset by a foreign exchange gain of $423.

 

Net Income (Loss)

 

From our inception on February 9, 2000 to September 30, 2014, we incurred a net loss of $635,376. During the three months ended September 30, 2014 we incurred a net loss of $7,274, compared to incurring a net loss of $4,840 during the same period in 2013. The increase in our net loss for the period was primarily the result of the decrease in our other income as described above, as offset by the decrease in our operating expenses. We did not experience any net loss per share during the three months ended September 30, 2014 or 2013.

 

Results of Operations for the Nine Months ended September 30, 2014 and 2013

 

Other Income

 

During the nine months ended September 30, 2014 we generated $15,000 in other income, a decrease of $29,847 from the $44,847 in other income we generated during the same period in 2013. All of this income was in the form of consulting income.

 

Expenses

 

During the nine months ended September 30, 2014, our total operating expenses decreased by $16,127 from the same period in 2013, from $36,573 to $20,446. This decrease was primarily due to a decrease in our consulting and management fees for the period.

 

Our general and administrative expenses for the nine months ended September 30, 2014 consisted of $9,072 in consulting and management fees, $6,691 in professional fees, $3,802 in office and sundry expenses, $522 in foreign exchange loss and $359 in bank charges and interest. During the nine months ended September 30, 2013, our general and administrative expenses included $25,997 in consulting and management fees, $8,731 in professional fees, $1,175 in office and sundry expenses, $423 in foreign exchange loss and $247 in bank charges and interest.

 

5
 

 

Net Income (Loss)

 

During the nine months ended September 30, 2014 we incurred a net loss of $5,446, compared to generating net income of $8,274 during the same period in 2013. The increase in our net loss or decrease in our net income for the period was primarily the result of the decrease in our other income as described above. We did not experience any net loss per share or generate any net income per share during either the nine months ended September 30, 2014 or 2013.

 

Liquidity and Capital Resources

 

As of September 30, 2014 we had $13,058 in cash and total assets, $12,007 in total liabilities and a working capital surplus of $1,051. From our inception on February 9, 2000 to September 30, 2014, we raised an aggregate of $598,800 from private placements of our common stock, which, together with donated capital of $37,628, has funded our accumulated deficit of $635,376.

 

During the nine months ended September 30, 2014 we spent $10,888 in cash on operating activities, compared to spending $16,789 in cash on operating activities during the same period in 2013. The bulk of our spending on operating activities during the current period was attributable to our net loss as described above as adjusted for a $5,442 increase in our accounts payable and accrued liabilities.

 

We did not engage in any financing activities during the nine months ended September 30, 2014 or 2013. Our cash decreased by $10,888 during the nine months ended September 30, 2014, equivalent to our spending on operating activities during the period.

 

In February 2007, we attempted to negotiate a joint venture agreement with Live-Interactive Technology Ltd., a Chinese company (“Live-Interactive”), to co-develop and co-market an employment search website. We did not reach an agreement with Live-Interactive, and we are no longer pursuing negotiations with the company. On February 16, 2007 we entered into a Bridge Loan Agreement (subsequently amended on November 16, 2007) with Live-Interactive whereby we agreed to loan a maximum of $195,000 (RMB1,500,000) to the company on an interest-free basis for three months from the date of the loan advance, with interest accruing at a rate of 15% per annum thereafter. During the three months ended September 30, 2012, we determined that the loan to Live-Interactive was not collectible as of December 31, 2011, and we therefore wrote off the loan receivable and restated our financial statements accordingly.

 

We are currently reviewing other businesses in relation to a potential business combination. If we are successful in consummating a business combination, we will likely incur additional costs for personnel and business expansion. In order for us to attract and retain quality personnel, we anticipate that we will need to offer competitive salaries, issue common stock to consultants and employees and grant stock options to future employees. We estimate that our operating expenses over the next 12 months will be approximately $100,000, all of which will be general and administrative expenses. This estimate may change significantly depending on the nature of our future business activities and whether we continue our operations.

 

We are not currently in good short-term financial standing and we do not anticipate that we will earn any revenue in the near future or generate positive internal operating cash flow until we can complete a business combination. It may take several years for us to acquire an operating business, develop a business plan and generate revenue. There is no assurance we will achieve profitable operations following the completion of any business combination.

 

6
 

 

As of September 30, 2014 we had $13,058 in cash. Should we require additional capital to fund the acquisition of an operating business, we plan to proceed by way of private placements, loans or possibly a direct offering. However, there is no assurance that we will be able to raise enough capital to meet our future cash requirements.

 

Going Concern

 

Our financial statements for the three months ended September 30, 2014 have been prepared on a going concern basis and contain an additional explanatory paragraph in Note 1 which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Off-Balance Sheet Arrangements

 

As of November 14, 2014 we had no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon this evaluation, and the material weaknesses in our internal control over financial reporting identified in our annual report on Form 10-K for the period ended December 31, 2013, our management concluded that our disclosure controls and procedures were not effective to ensure that information we are required to disclose in the reports we file or submit 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 was not accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Changes in Internal Controls

 

During the three months ended September 30, 2014, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act), that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

7
 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are not aware of any legal proceedings to which we are a party. None of our directors, officers, affiliates, or any owner of record of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material adverse interest to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

 

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.

 

Exhibit Number   Exhibit Description
     
31.1   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101.INS   XBRL Instance Document
     
101.SCH   XBRL Taxonomy Extension Schema
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase
     
101.LAB   XBRL Taxonomy Extension Label Linkbase
     
101.PRE   XBRL Taxonomy Presentation Linkbase

 

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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.

 

Date: November 14, 2014 Asia Interactive Media Inc.
     
  By: /s/ Ken Ng
    Ken Ng
    President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director

 

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