UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarter ended March 31, 2015

 

OR

 

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from ______ to __________

 

COMMISSION FILE NUMBER: 000-55181

 

JISHANYE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware	46-1992903
(State or other jurisdiction of incorporation or	(IRS Employer Identification No.)
organization)

 

7F., No.247, Minsheng 1st Rd.

Xinxing Dist., Kaohsiung City 800

Taiwan Republic of China

(Address of principal executive offices)

 

+88672223733

 

(Registrant’s Telephone Number, Including Area Code)

 

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No ¨

 

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 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 filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

 

Large Accelerated Filer     ¨	Non-Accelerated Filer     ¨
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 ¨  No x

 

As of March 15, 2015, there are a total of 12,500,001 shares of common stock issued and outstanding.

 

 

TABLE OF CONTENTS 

 

PART I.  FINANCIAL INFORMATION			5
ITEM 1.		CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	5
ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	13
ITEM 4.		CONTROLS AND PROCEDURES	14
PART II. OTHER INFORMATION			15
ITEM 1.		LEGAL PROCEEDINGS	15
ITEM 1A.		RISK FACTORS	15
ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	15
ITEM 3.		DEFAULTS UPON SENIOR SECURITIES	15
ITEM 4.		MINE SAFETY DISCLOSURES	15
ITEM 5.		OTHER INFORMATION	15
ITEM 6.		EXHIBITS	15
		SIGNATURES	16

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievement expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described under Part 1 Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

 

Forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report, or that we filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect.

 

Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

 

OTHER PERTINENT INFORMATION

 

References in this report to “we,” “us,” “our” and the “Company” and words of like import refer to Jishanye, Inc., and its subsidiaries.

 

References to Taiwan refer to Taiwan, Republic of China.

 

Our business is conducted in Taiwan using NTD, the currency of Taiwan, and our financial statements are presented in United States dollars (“USD” or “$”).   In this report, we refer to assets, obligations, commitments and liabilities in our financial statements in USD.   These dollar references are based on the exchange rate of NTD to USD, determined as of a specific date.   Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of USD which may result in an increase or decrease in the amount of our obligations (expressed in USD) and the value of our assets, including accounts receivable (expressed in USD).

 

 

	Page
Consolidated Balance Sheets (unaudited)	5
Consolidated Statements of Operations and Comprehensive Loss (unaudited)	6
Consolidated Statements of Cash Flows (unaudited)	7
Notes to Consolidated Financial Statements (unaudited)	8

  

  

PART I.  FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

Jishanye, Inc.

Consolidated Balance Sheets

As of March 31, 2015 and December 31, 2014

(Unaudited)

 

		March 31,				December 31,
		2015				2014
Assets
Current assets:
Cash and cash equivalents		$	4,554			$	12,387
Inventory			885				870
Prepaid expenses			1,744				1,664
Total assets		$	7,183			$	14,921
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expense		$	144,500			$	113,598
Accrued expense - related party			1,121				1,101
Short-term debt - related party			159,106				158,938
Total liabilities			304,727				273,637
Stockholders' deficit:
Common stock, $0.0001 par value; 100,000,000 shares authorized, 12,500,001 shares issued and outstanding			1,250				1,250
Additional paid-in capital			98,750				98,750
Accumulated other comprehensive loss			(116	)			(25	)
Accumulated deficit			(397,428	)			(358,691	)
Total stockholders' deficit			(297,544	)			(258,716	)
Total liabilities and stockholders' deficit		$	7,183			$	14,921

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

  

Jishanye, Inc.

Consolidated Statements of Operations and Comprehensive Loss

For the Three Months Ended March 31, 2015 and 2014

(Unaudited)

 

		Three Months Ended March 31, 2015				Three Months Ended March 31, 2014
Operating expense:
General and administrative		$	38,737			$	14,102
Total operating expense			38,737				14,102
Loss from operations			38,737				14,102
Other expense:
Other expense			-				1,546
Net loss			(38,737	)			(15,648	)
Other comprehensive loss:
Foreign currency translation loss			(91	)			(486	)
Total comprehensive loss		$	(38,828	)		$	(16,134	)
Weighted average common shares outstanding:
Basic and diluted			12,500,001				12,500,001
Loss per common share:
Basic and diluted		$	(0.00	)		$	(0.00	)

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

Jishanye, Inc.

Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2015 and 2014

(Unaudited)

 

		Three Months Ended March 31, 2015				Three Months Ended March 31, 2014
Cash flows from operating activities:
Net loss		$	(38,737	)		$	(15,648	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense			-				491
Loss from sale of property and equipment			-				1,546
Changes in operating assets and liabilities:
Other receivables			-				115
Accounts payable and accrued expense			30,975				10,635
Accrued expense - related party			20				-
Net cash used in operating activities			(7,742	)			(2,861	)
Cash flows from investing activities
Proceeds from sale of property and equipment			-				28,327
Net cash provided by investing activities			-				28,327
Effect of exchange rate changes on cash and cash equivalents			(91	)			(212	)
Net decrease in cash			(7,833	)			25,254
Cash and cash equivalents, beginning of the period			12,387				4,184
Cash and cash equivalents, end of the period		$	4,554			$	29,438
Supplemental disclosure of cash flows information:
Interest paid		$	-			$	-
Income taxes paid		$	-			$	-

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 

 

Jishanye, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

 

Note 1 - Organization and Basis of Presentation

 

Jishanye, Inc. (“Jishanye” or the “Company”) is a Delaware Corporation organized on April 12, 2012 as “Jishanye Bio-tech, Inc.” by Hsin-Lung Lin, a Taiwanese citizen, as a holding company for Jishanye Bio-Tech Co. Ltd. Taiwan (“Jishanye Taiwan”), a Taiwanese limited liability company. The Company changed its name to Jishanye, Inc. on October 25, 2013. Jishanye Taiwan, being the operating company of Jishanye in Taiwan, was established on August 17, 2012 and is a wholly owned subsidiary of Jishanye.

 

The Company, through its subsidiary, was engaged in selling enzymes products to public consumers in Taiwan. In June 2014, the Company changed its business plan to provide funeral management services to customers in Taiwan and offer death care management consultancy services to small and medium-sized enterprises in Taiwan, Hong Kong and mainland China in the future. The Company’s goal is to establish an international brand on death care management consultancy services with high quality and name recognition.

 

Note 2 - Going Concern

 

The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplate continuation of the Company as a going concern. As of March 31, 2015, the Company has accumulated deficit of $397,428 and had working capital deficit of $297,544. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The major shareholders will continue to fund the Company until it is able to sustain positive cash flows from its operations. 

  

Note 3 - Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying interim unaudited consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Form 10-K. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The interim unaudited consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These interim unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2014 and notes thereto contained elsewhere in the Registration Statement on Form 10-K filed with the SEC on April 16, 2015.

 

The Company’s functional currency is the New Taiwanese Dollar (“NTD”); however, the accompanying consolidated financial statements were translated and presented in United States Dollars (“$” or “USD”).

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of Jishanye and its wholly-owned subsidiary, Jishanye (Taiwan), Inc. All significant intercompany transactions and balances were eliminated in consolidation.

 

 

Foreign Currency

 

Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the period. Translation adjustments resulting from this process are charged or credited to Other Comprehensive Loss.

 

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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Specific estimates include the collectability of accounts receivable and the valuation of inventory and deferred income tax. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in hand and in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

 

Inventory

 

Inventory is stated at the lower of cost or market, using the average cost method. Management compares the cost of inventory with its market value and an allowance is made to write down inventory to market value, if lower. As of March 31, 2015, the Company had finished goods of $885 and no allowance for obsolete inventory.

 

Income Taxes

 

An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carry forwards. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. The Company has tax losses that may be applied against future taxable income. The potential tax benefit arising from these loss carryforwards are offset by a valuation allowance due to uncertainty of profitable operations in the future.

 

Revenue Recognition

 

Product revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Service revenue is recognized when persuasive evidence of an arrangement exists, service has provided, the fee is fixed or determinable, and collectability is probable. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as advances from customers.

   

Sales represent the invoiced value of products, net of value-added tax (“VAT”). All of the Company’s products sold in Taiwan are subject to a value-added tax of 5% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing the finished product. The Company records VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables. Sales and purchases are recorded net of VAT collected and paid as the Company acts as an agent for the government.

  

Basic and Diluted Earnings (Loss) Per Common Share (“EPS”)

 

Basic earnings (loss) per common share 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 earnings per share 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. There were no options, warrants or other instruments convertible into common stock outstanding for the three months ended March 31, 2015 and 2014; therefore, basic and diluted loss per common share are the same.

 

 

Subsequent Events

 

The Company’s management reviewed all material events from March 31, 2015 through the issuance date of these financial statements for disclosure consideration.

 

Note 4 - Related Party Transactions

 

Employment Agreement

 

Pursuant to an employment agreement between the Company and Hsin-Lung Lin dated September 1, 2012, Hsin-Lung earns a salary of NTD32,000 (approximately $1,121) per month to serve as Chief Financial Officer of the Company. Either party may terminate the agreement with at least 30 days prior notice. On September 15, 2014, the Board appointed Mei-Chun Lin to serve as new Chief Financial Officer of the Company. Hsin-Lung Lin will continue to serve as a member of the Company’s Board of Directors. For the three months ending, March 31, 2015, the Company recorded Hsin-Lung’s salary expense of $3,363. As of March 31, 2015, the Company had accrued expense of $1,121 for Hsin-Lung’s salary.

 

Short-term debt

 

In 2013, the Company issued a promissory note to a director for $149,500. The promissory note is interest free and has no maturity date. As of March 31, 2015, the entire balance was outstanding.

 

In 2014, the Company borrowed NTD300,000 (approximately $9,438) from Taiwan Life Inc., a Taiwanese company owned by Chief Executive Officer. The debt is interest free and has no maturity date. As of March 31, 2015, the entire balance was outstanding.

 

 

 

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

 

You should read this Management’s Discussion and Analysis in conjunction with the Consolidated Financial Statements and Related Notes. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.

 

Overview

 

We were incorporated in the State of Delaware on April 12, 2012 under the name “Jishanye Bio-Tech, Inc.” On October 24, 2013, we changed our corporate name to “Jishanye, Inc.” Through our subsidiary we were engaged in selling enzymes products to public consumers in Taiwan. The Company began providing death care management consultancy services to consumers across Taiwan in June 2014.

 

The Company currently provides death care consultancy services to consumers across Taiwan. Our goal is to offer death care management consultancy services to small and medium-sized enterprises of Taiwan, Hong Kong and mainland China and establish an international brand with high quality and name recognition.

 

The Company will provide a variety of death care management consultancy services which cover the purchase of cemetery property, funeral and cemetery merchandises and funeral services. In addition, the Company is capable of offering consultancy services for pre-arranged funeral and pre-arranged death care contracts.

 

On September 15, 2014, the Board appointed Chung-Hao Chang as new Chief Executive Officer and Mei-Chun Lin to serve as new Chief Financial Officer of the Company. Hsin-Lung Lin will continue to serve as a member of the Company’s Board of Directors. Chung-Hao Chang is also the owner of Taiwan Life Inc. Taiwan Life Inc. is engaged in death care and funeral service businesses in Taiwan.

 

Going Concern

 

The consolidated financial statements included in this Form 10-Q have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation as a going concern. We had an accumulated deficit of $397,428 and a working capital deficit of $297,544 as of March 31, 2015. These conditions raise substantial doubt as to our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The major shareholders of the Company will continue to fund the Company until it is able to sustain positive cash flows from operations.

 

Results of Operations

 

Comparison of the three months March 31, 2015 and 2014 

 

General and administrative expenses. For the three months ended March 31, 2015 and 2014, we had general and administrative expenses of $38,737 and $14,102, respectively. The increase was because of the increase in professional fees related to SEC filings.

 

Net loss. For the three months ended March 31, 2015 and 2014, our net loss was $38,828 and $16,134, respectively. The increase was because of the increase in professional fees related to additional costs incurred on our SEC filings.

 

Liquidity and Capital Resources

 

In 2014, we received NTD300,000 (approximately $9,606) from a related party. As of March 31, 2015, we had cash on hand of $4,554.

 

 

We used $7,742 and $2,861 of cash in our operations for the three months ended March 31, 2015 and 2014, respectively. The increase is mainly attributable to the payments made to our vendors for the operating expenses.

 

We received $0 and used $28,327 of cash in investing activity for the three months ended March 31, 2015 and 2014, respectively. The change is because we had no investing related transactions in 2015 and in 2014, we sold our fixed assets related to enzyme business.

 

We plan to fund our operations from loans and advances from our major shareholders and plan to raise equity capital by offering shares of our common stock to investors.

 

On January 15, 2013, our prior Chief Executive Officer, Chief Financial Officer and Chairman of the Board, Mr. Lin Hsin-Lung, extended a loan in the amount of $149,500 to the Company. The loan is due on demand and has no interest obligations. On September 15, 2014, the Board appointed Mei-Chun Lin to serve as new Chief Financial Officer of the Company. Hsin-Lung Lin will continue to serve as a member of the Company’s Board of Directors. 

 

On December 31, 2014, Taiwan Life Inc., a company owned by our Chief Executive Officer Chun-Hao Chang, extended a loan in the amount of approximately US$10,000 to the Company. The loan has no maturity date and has no interest obligations. In addition, Taiwan Life Inc., is providing the Company with rent free office space until November 2015.

 

The estimated budget for 2015 is as follows:

 

Salaries and benefits		$	50,000
Management overhead			10,000
Professional fees			150,000
General overhead			20,000
Total		$	230,000

  

We believe we will be able to raise the necessary capital to carry out our business plan, but there is no guarantee that we will be able to do so.

 

Stock Acquisition by Chief Executive Officer

 

On October 23, 2014, Chun-Hao Chang, the Company’s Chairman of the Board of Directors, Chief Executive Officer and President, completed the purchase of 1,200,000 shares of the Company’s common stock for a purchase price of $5,000 from Yambear Holding Limited in a private transaction. As a result of the stock purchase Chun-Hao Chang holds approximately 9.6% of the Company’s common stock.

 

Critical Accounting Policies

 

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

  

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

 

 

Foreign Currency

 

Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the period. Translation adjustments resulting from this process are charged or credited to Other Comprehensive Income.

 

Inventory

 

Inventory is stated at the lower of cost or market, using the average cost method. Management compares the cost of inventory with its market value and an allowance is made to write down inventory to market value, if lower. As of March 31, 2015, the Company had finished goods of $885 and no allowance for obsolete inventory.

 

Recent Accounting Pronouncements

 

The Company does not expect adoption of the new accounting pronouncements will have a material effect on the Company’s financial statements.

 

Off-Balance Sheet Arrangements

 

None.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

 

Not Applicable.

 

 

ITEM 4. INTERNAL CONTROLS OVER FINANCIAL REPORTING.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports, such as this report, that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, Chun-Hao Chang, our Chief Executive Officer and Mei-Chun Lin, the Company’s Chief Financial Officer, concluded that as of March 31, 2015, our disclosure controls and procedures were not effective due to the following material weaknesses in our control environment and financial reporting process as of March 31, 2015:

 

	1)	lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures;
	2)	inadequate segregation of duties consistent with control objectives;
	3)	ineffective controls over period end financial disclosure and reporting processes; and
	4)	lack of accounting personnel with adequate experience and training.

 

Changes in internal control over financial reporting

 

During the three months ended March 31, 2015, there were no changes in our internal control over financial reporting identified in connection with the evaluation performed during the fiscal quarter 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 1A. RISK FACTORS.

 

Not applicable.

 

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

 

(a)           Exhibits:

  

Exhibit
Number		Description of Exhibit
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1*		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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.

    

*The certification attached as Exhibits 32.1 accompany this quarterly report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly Report on Form 10-Q report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 20, 2015	By:	/s/ Chun-Hao Chang
	Name:	Chun-Hao Chang
	Its:	Chief Executive Officer
		(Principal Executive Officer)

 

Date: May 20, 2015	By:	/s/ Mei-Chun Lin
	Name:	Mei-Chun Lin
	Its:	Chief Financial Officer
		(Principal Financial Officer)