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| IMOT.OB > SEC Filings for IMOT.OB > Form 10-Q on 14-Nov-2008 | All Recent SEC Filings |
14-Nov-2008
Quarterly Report
Certain statements contained in this Form 10-Q constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on assumptions that there will be no material adverse change in our operations or business, that we will meet success in marketing and selling our products, and that we will be able to continue to attract and retain skilled employees necessary for our business, among other things. The foregoing assumptions are based on judgments with respect to, among other things, information available to our, future economic, competitive and market conditions and future business decisions. All of these assumptions are difficult or impossible to predict accurately and many are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in the forward-looking statements will be realized. There are a number of risks presented by our business and operations, which could cause our financial performance to vary markedly from prior results, or results contemplated by the forward-looking statements. Such risks include failure of the our technology or products to work as anticipated, failure to develop commercially viable products or services from our technology, delays or failure in financing efforts, delays in or lack of market acceptance, failure to recruit adequate personnel, and problems with protection of intellectual property, among others. The words "believe," "estimate," "expect," "intend," "anticipate" "should", "could", "may", "plan" and similar expressions and variations thereof identify some of these forward-looking statements. Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual conditions and business developments, the impact of which may cause us to alter our capital investment and other expenditures, which may also adversely affect our results of operations. In light of significant uncertainties inherent in forward-looking information included in this Quarterly Report on Form 10-Q, the inclusion of such information should not be regarded as a representation by us that our objectives or plans will be achieved. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.
Overview
We believe that the People's Republic of China represents an exciting emerging world market whose role in the global economy is increasing steadily. China's economic growth rate, measured by its gross domestic product, has consistently been higher than 7% over the past 10 years. This economic growth is attributable to many factors, including investment in the country's infrastructure, increased privatization of businesses and an abundant source of labor. Currently, we offer products and services to businesses and consumers located primarily in China. Our plan is to take advantage of China's economic growth to expand our existing businesses and, possibly, in the future, to sell our products and services outside of China. We also have begun to acquire diverse businesses that are not dependent on, or directly related to, each other. We believe that diversification is a good hedge against the collapse of a single industry, such as the global collapse of the technology industry that occurred in 2000. We expect that any acquisitions we make will improve our financial condition, although we cannot guarantee any such result.
In response to the economic recovery, we began to diversify our business, so that we will no longer be dependent on one market for revenue. Generally, the issuance of our common stock represents some or all of the purchase price we pay for an acquired business. We believe that the continued active trading of our common stock will be important to the principals of target companies and future acquisitions may be dependent on the active trading of our common stock. However, our common stock has not been actively traded and, if our common stock continues to trade with limited volume and at current levels we may not be able to make acquisitions as planned.
We intend to finalize an acquisition of a Taiwan touch panel manufacturing company which we believe will be a good addition to our business.
Risks Associated with Doing Business in China
There are significant risks in operating in the Peoples' Republic of China (the "PRC"). These include risks associated with the political and economic environment, foreign currency exchange and the legal system in the PRC. The economy of PRC differs significantly from the economies of the industrialized nations of the west in such respects as structure, level of development, gross national product, growth rate, capital reinvestment, resource allocation, self-sufficiency, rate of inflation and balance of payments position, among others. Only recently has the PRC government encouraged substantial private economic activities. The Chinese economy has experienced significant growth in the past several years, but such growth has been uneven among various sectors of the economy and geographic regions. Actions by the PRC government to control inflation have significantly restrained economic expansion in the recent past. Similar actions by the PRC government in the future could have a significant adverse effect on economic conditions there.
Many laws and regulations dealing with economic matters in general and foreign investment in particular have been enacted in the PRC. However, the PRC still does not have a comprehensive system of laws, and enforcement of existing laws may be uncertain and sporadic. Our primary sources of revenues and cash flows are derived from our business operations in the PRC. The PRC economy has, for many years, been a centrally-planned economy, operating on the basis of annual, five-year and ten-year state plans adopted by central PRC governmental authorities, which set out national production and development targets. The PRC government has been pursuing economic reforms since it first adopted its "open-door" policy in 1978. There is no assurance that the PRC government will continue to pursue economic reforms or that there will not be any significant change in its economic or other policies, particularly in the event of any change in the political leadership of, or the political, economic or social conditions in, the PRC. There is also no assurance that the Company will not be adversely affected by any such change in governmental policies or any unfavorable change in the political, economic or social conditions, the laws or regulations, or the rate or method of taxation in the PRC.
As many of the economic reforms that have been or are being implemented by the PRC government are unprecedented or experimental, they may be subject to adjustment or refinement, which may have adverse effects on the Company. Further, through state plans and other economic and fiscal measures such as the leverage of exchange rate, it remains possible for the PRC government to exert significant influence on the PRC economy. The Company's financial instruments that are exposed to concentration of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are maintained with government-owned banks in the PRC with high credit ratings.
On January 1, 1994, the PRC government introduced a single rate of exchange of Renminbi ("Rmb") against United States Dollar ("US$") as quoted daily by the People's Bank of China (the "Unified Exchange Rate"). On July 21, 2006, Rmb was revalued from Rmb 8.28 to Rmb8.11 for US$1 following the removal of the peg to the US dollar and pressure for the United States. The Peoples Bank of China also announced that the Renminbi would be pegged to a basket of foreign currencies, rather than being strictly tied to the US dollar and would trade within a narrow 0.3% band against this basket of currencies, which is dominated by the US dollar, Euro, Japanese Yen and South Korean Won, with a smaller proportion made up of the British pound, Thai Baht and Russian Ruble. No representation is made that the Rmb amounts have been, or could be, converted into US$ at that rate. This quotation of exchange rates does not imply free convertibility of Rmb to other foreign currencies. All foreign exchange transactions continue to take place either through the Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rate quoted by the People's Bank of China. Approval of foreign currency payments by the People's Bank of China or other institutions requires submitting a payment application form together with suppliers' invoices, shipping documents and signed contracts.
Restriction on the Payment of Dividends - PRC law requires net profits after taxes to be used to set-off any losses carried forward before any distribution of profits may be made. Furthermore, PRC law imposes a Mandatory Provident Reserve on all businesses. Under this law, a business must set aside 10% of its distributable profits as a mandatory reserve before a distribution of profits may occur. Once the business accumulates a mandatory reserve equal to 50% of its capitalization, no further accumulation of the reserve is required.
Certain Factors Affecting Future Operating Results
The Company's operating results have been, and will continue to be, affected by a wide variety of factors that could have a material adverse effect on revenues and profitability during any particular period. Some of these factors include:
· the Company's ability to successfully implement its current business plans;
· whether the Company will be able to obtain additional capital, if necessary, to support its operations;
· whether the Company will be able to find joint venture prospects or acquisition prospects with which to enhance its business;
· whether the Company can successfully integrate acquisitions that it makes into its business;
· the level and rate of acceptance of the Company's products and services by consumers in China;
· continued economic growth in China;
· entry of new competition (including established companies from outside China and companies with substantially greater resources) into the Company's market;
· fluctuations in the level of demand for services or products;
· rescheduling or cancellation of orders by customers;
· competitive pressures on selling prices;
· rapid changes in technology, which could result in the Company's technology becoming obsolete;
· dependence upon key employees;
· availability and cost of computer technicians;
· loss of any of the Company's major customers;
· the Company's ability to introduce new products and services on a timely basis;
· new product and service introductions by the Company's competitors;
· fluctuations in exchange rates; and
· adverse changes in the general economic, social or political conditions in the PRC.
Critical Accounting Policies
Management's discussion and analysis of results of operations and financial condition are based upon the Company's consolidated financial statements. These statements have been prepared in accordance with the generally accepted accounting principles as used in the United States of America. These principles require management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
The following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Company's consolidated financial statements.
Revenue Recognition
Revenues are recognized (i) with respect to services, at the time a project (or a milestone thereof) is completed and accepted by the customer, and (ii) with respect to products, at the time products are delivered to customers and collectability for such sales is reasonably assured. We have adopted Staff Accounting Bulletin No.101, Revenue Recognition ("SAB 101") in our financial statements. SAB 101 provides in part further interpretive guidance for public companies on the recognition, presentation, and disclosure of revenues in financial statements. The adoption of SAB 101 did not have a material impact on our revenue recognition practices.
Accounts Receivable
We typically extend credit to our customers. From time to time, e-commerce solution services are provided under fixed-price contracts where the revenues and the payment of related receivable balances are due upon the achievement of certain milestones. Management estimates the probability of collection of the receivable balances and provides an allowance for doubtful accounts based upon its judgment in assessing the realization of these receivable balances taking into account aging, historical experience, the customer's financial condition and general economic conditions.
Long-Lived Assets and Goodwill
The Company periodically evaluates the carrying value of long-lived assets held or used whenever events and circumstances indicate that the carrying value of the asset may no longer be recoverable. An impairment loss, measured on the fair value of the asset, is recognized if expected future undiscounted cash flows are less than the carrying value of the assets.
We evaluate goodwill, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable in accordance with SFAS No. 142 "Goodwill and Other Intangible Assets". Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit. The fair values of the reporting units are estimated using discounted cash flows approach. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss, if any.
Income Taxes
The Company records a valuation allowance to reduce its deferred tax assets derived from operating loss of certain subsidiaries in the PRC to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. The adoption of FIN 48 "Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109" is not expected to have a material impact on the Company's consolidated financial statements.
Results of Operations - Three Months Ended September 30, 2008 and 2007
All amounts shown below are presented in US$. As used below, the letter "K" appearing immediately after a dollar amount denotes that it has been rounded to the nearest $1,000.
Net Revenues
Net revenues for the three months ended September 30, 2008 consisted primarily from ChinaE.com Tech, which provide e-commerce solutions. The term "e-commerce solutions" includes web-site design and development and web-hosting.
The following table reflects the total net revenues and percentage of net revenues by major category for the periods indicated:
Net Revenue Net Revenue 2008 2008 2007 2007 3 months ended September 30 USD'000 % USD'000 %
E-commerce solutions 1 100% 7 100%
Consulting 0 0% - 0%
1 100% 7 100%
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Total net revenues decreased by 86% to $1K during the three months ended September 30, 2008, as compared to $7K during the three months ended September 30, 2007. The decrease in total net revenues was primarily due to the decrease in sales of E-commerce solutions.
Cost of Revenues
The following table reflects the principal components of cost of revenues and
the percentage of net revenues represented by each component for the periods
indicated:
Cost of Revenue Cost of Revenue
2008 2008 2007 2007
3 months ended September 30 USD'000 % USD'000 %
Salaries of technicians / engineers 0 0% 25 357%
Depreciation 0 0% 5 71%
Others 0 0% 7 100%
0 - 37 528%
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Cost of revenues decreased by 100% to $0K for the three months ended September 30, 2008, as compared to $37K during the three months ended September 30, 2007.
The principal components of cost of revenues during the three months ended September 30, 2008 were the trace amounts paid for engineer and technician salaries, other costs associated with engineering and technical staff support, and depreciation of equipment utilized in connection with the Company's operations.
The decrease in costs of revenues in 2008 as compared to 2007 was principally attributable to the decrease in sales volume of the Company's e-commerce solutions.
Selling, General and Administrative Expense
Selling, general and administrative ("SG&A") expense consists principally of
sales commissions, advertising, other marketing expenses, rental expenses,
salaries for administrative and sales staff, and corporate overhead.
The following table reflects the principal components of SG&A expense and the
percentage of net sales represented by each component for the periods indicated:
SG&A Expenses SG&A Expenses
2008 2008 2007 2007
3 months ended September 30 USD'000 % USD'000 %
Sales & Marketing salaries & commissions 38 3800% 34 486%
Advertising & other sales & marketing expenses 15 1500% 4 57%
Rentals 21 2100% 15 214%
Administrative salaries 74 7400% 67 957%
Corporate overhead 99 9900% 53 757%
247 24700% 173 2471%
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For the three months ended September 30, 2008, SG&A expense increased by 43% to $247K, as compared to $173K for the three months ended September 30, 2007.
The increase in SG&A expense in 2008 as compared to 2007 was principally the movement of PRC office to the new location and the recruitment of staff in E-commerce solutions business.
Income Taxes
There was no income tax for both the three months ended September 30, 2008 and the three months ended September 30, 2007.
Other Items
Minority interests reflect the minority shareholders' proportionate interests in the net income of the Company's non-wholly-owned subsidiaries. The balance is derived from Intermost Focus Advertising Co.
Net Income (Loss)
The Company had net loss of $229K during the three months ended September 30, 2008, as compared to a net income of $179K during the three months ended September 30, 2007.
Liquidity and Capital Resources - September 30, 2008
At September 30, 2008, the Company had cash and cash equivalents of $600K and working capital of $1,428K, as compared to $438K of cash and cash equivalents and $2,401K of working capital at September 30, 2007.
Net cash generated from operating activities was $82K for the three months ended September 30, 2008, as compared to net cash used in operating activities of $82K for the three months ended September 30, 2007. The net cash generated from operating activities in 2008 is mainly from the $200K deposit received from the exit settlement agreement of Golden Anke signed on Aug 11, 2008 and there was no such special receipt in 2007.
Net cash used in investing activities was $123K for the three months ended September 30, 2008, mainly consisting of an increase in additions of fixed assets. Net cash used in investing activities was $3K for the three months ended September 30, 2007.
Net cash used in financing activities was $97K for the three months ended September 30, 2008, was mainly attributable to the partial loan settlement due to a related company. Net cash used in financing activities was $0 for three months ended September 30, 2007.
The Company continues to evaluate various opportunities to improve the operating performance of the Company's businesses and to invest in or acquire other types of businesses.
Principal Commitments
At September 30, 2007, the Company has operating lease agreements for office premises, which are expiring in February 2011. The Company does not have any material commitments for capital expenditures, or have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.
The Company has no long-term debt at September 30, 2008.
Subsequent Event
The Company had entered into a joint venture agreement with other PRC investors on February 19, 2008 to spin off the subsidiaries and investments in operating equity exchange. The PRC investors will form a new company to hold these subsidiaries and investments and seek an independent listing of the new company on a US exchange. The name of the new company is China Equity Platform Holding Group Limited. When the spin off process is completed, IMOT will get 60% -common stock of the newly formed company. The spin off process is still under processing and waiting for the approval from PRC Officials. The subsidiary and associate companies will be spin off are listed as following:
ChinaE.com Technology (Shenzhen) Company Limited
ChinaE.com Investment Consultant (Shenzhen) Company Limited
ChinaE.com E-commerce Company Limited
Intermost Focus Advertising Company Limited
Shenzhen International Hi-Tech Property Right Exchange Centre
Hainan Special Economic Zone Property Rights Exchange Centre
In addition to other information in this Form 10-Q, including many risks presented in our Management's Discussion and Analysis, the following risk factors should be carefully considered in evaluating our business since it operates in a highly changing and complex business environment that involves numerous risks, some of which are beyond our control. The following discussion highlights a few of these risk factors, any one of which may have a significant adverse impact on our business, operating results and financial condition. As a result of the risk factors set forth below and elsewhere in this 10-Q, the risks identified in our Annual Report on Form 10-KSB for the fiscal year ended June 30, 2008, and the risks discussed in our other Securities and Exchange Commission filings, actual results could differ materially from those projected in any forward-looking statements.
We face significant risks, and the risks described below may not be the only risks we face. Additional risks that we do not know of or that we currently consider immaterial may also impair our business operations. If any of the events or circumstances described in the following risks actually occurs, our business, financial condition or results of operations could be harmed and the trading price of our common stock could decline.
We are restating several of our financial statements and may have other or future restatements.
On August 12, 2008, the Company's current management team, following discussions with its Board of Directors and its auditors, concluded that the previously filed audited financial statements and other financial information as of and for the year ended June 30, 2007, issued with the Company's Form 10-KSB filed with the Commission on October 26, 2007 should no longer be relied upon. In response to an inquiry from the Securities and Exchange Commission concerning the Company's financial statements, the Company reexamined certain accounts which it has now determined should have been impaired. Impairment of these accounts is not temporary and expected to result in an increased loss for the fiscal year ended June 30, 2007 of $5,507,510 from the loss of $3,090,547 reported in the Annual Report, to a loss of $8,598,057.
Owing to the above mentioned impairment, the Company will restate the audited financial statements as of and for the year ended June 30, 2007 by filing amendments to the Form 10-KSB for the year ended June 30, 2007 and to the Form 10-Q for the period ended December 31, 2007 and March 31, 2008 as soon as practicable.
Similarly, on October 14, 2008, the Company announced that its board of directors and its officers also concluded that, in the same context and for the same reasons, the Company must also file amendments to its quarterly reports for the periods ended September 30, 2007, December 31, 2007 and March 31, 2008.
In connection with these restatements, the Company is re-evaluating its procedures concerning long-life asset impairment, its disclosure and presentation criteria, and its internal controls over financial reporting. The Company intends to examine enhancements to its internal controls over financial reporting to provide reasonable assurance that errors of this type will not recur. In addition, the Company is examining the implementation of well-defined standards for long-life asset impairment. The Company expects to complete this reporting examination by December 31, 2008.
The above conclusions were reached in consultation with the Company's Board of Directors and the Company's independent registered public accounting firm, Albert Wong & Co. A copy of these disclosures was provided to Albert Wong & Co.
Our success depends on identifying and closing acquisitions of emerging and growing businesses in China.
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