ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Special Note Regarding Forward-Looking Statements
This periodic report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, plans and objectives of management. Statements in this periodic report that are not historical facts are hereby identified as "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act.
Prospective shareholders should understand that several factors govern whether any forward-looking statement contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. These forward-looking statements include plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the Company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward-looking statements contained herein will be realized. Based on actual experience and business development, the Company may alter its marketing, capital expenditure plans or other budgets, which may in turn affect our results of operations. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of any such statement should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved.
The following analysis of the results of operations and financial condition of the Company should be read in conjunction with the financial statements of the Company for the year ended September 30, 2006 and notes thereto contained in the report on Form 10-KSB as filed with the Securities and Exchange Commission.
OVERVIEW
Company Background
We believe that we can be one of the leading internet and value-added telecommunications services providers in the PRC. We specialize in supplying both the entertainment and lifestyle content along with what we currently believe is leading edge software, which we sell as a package to telecommunication service providers (“SP”) who subscribe to our products. The SP then deliver our content through our software products, though various media, to some of the approximately several hundred million end users in the telecommunications market in the PRC. Since the launch of our Total Solutions System (“TS”), together with our SEO4Mobile Short Message Services (“SMS”) search engine software in 2005, we believe that we now have the right software products to deliver our content, in order to serve the rapidly expanding telecommunications market in the PRC.
We will target the enterprise multimedia communications market in the PRC where there is significant growth potential. In the PRC, where billions of messages are sent every month, SMS is the basic form of text messaging, but there is a major increase in Multimedia Message Services (“MMS”). MYST's Customer Relations Management Virtual Call Center (“CRM”) provides highly customized, scalable, flexible interactive services, offers clients high value, low cost sales and service solutions using the highly scalable interactive MMS response, interactive voice response and speech recognition solutions.
During the year ended September 30, 2006, we signed sales contracts with five major clients, which generated revenues in the amount of $12,678,107 to the Company, which represented 82% of our total revenue. The loss of these customers, individually or in the aggregate, could have a material impact on our results of operations. The sales contracts validate our current business model and are a strong indication that we have customer acceptance for our products in the PRC telecommunications market. It is our present expectation that the integrated internet and value-added telecommunication service market that we serve is an expanding market in the PRC and our customer base and number of sales contracts should increase in fiscal year 2007.
As described above, we are a fully integrated information and entertainment service provider to the PRC market. We sell our products through channel resellers, which are British Virgin Islands (“BVI”) companies and we distribute our products to the SP market in the PRC. Channel resellers supply our content, through various telecommunication providers, to the end users in the PRC. Our products serve the voice, video, data, web and mobile communication markets in the PRC. We have experienced revenue growth in the CRM market, which is the primary deliverable of MYST's TS. Our CRM product combined an extensive network of Chinese contact centers for live operator support, and provides all end users with opt in subscriptions of SMS and MMS. We added 114 stations in 2005, to bring our total business customers and CRM's to over 200 as of December 31, 2006. Our software products are sold to companies with less than 500 employees, inner information resource management and affiliate networks.
We organized our operations in 2006 into four principal operating segments: integrated communications network solutions, import and export trading, royalty income from movie copyrights and membership income from websites. These operating segments were organized based on the nature of the products and services offered. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Our chief executive officer and chief financial officer have been identified as the Company's chief decision makers. Our chief decision makers direct the allocation of resources to operating segments based on the profitability and cash flows of each respective segment.
The operating segments share a common workforce and office headquarters, which include an allocation of all overhead components. Overhead items that are specifically identifiable to a particular segment are applied to such segment.
Our software products, described in detail below, includes our Total Solutions System, CRM System, SEO4Mobile and AdMaxB2Search, which deliver our entertainment and lifestyle content and our IBS 5.1 & IBS 4.1 Enterprise Suite, which is for small to midsize enterprise wireless/web applications.
THE INTEGRATED INFORMATION AND ENTERTAINMENT SERVICE PROVIDER SOFTWARE PRODUCTS
About Total Solutions System - SMS/MMS Call Center & CRM System
Our specialized software product, Total Solutions System, offers integrated communications network solutions and Internet content service in universal voice, video, data, web and mobile communication for interactive media applications, technology and content leaders in interactive multimedia communications. We develop markets and sell a universal media software solution for enterprise-wide deployment of integrated voice, video, data, web, and mobile communication for media applications. Designed around MYST's Internet content and database and integrated into the Information Manager System and SMS/MMS Call Center CRM System core software, the Total Solutions application facilitates the collaboration of key business processes, such as corporate and marketing communications, membership distance interactive programs, product development, customer relationship management and content management, by allowing dispersed enterprise users to collaborate in real time with multimedia message services.
Our business model is built on the integration of strong entertainment and lifestyle content into the Total Solutions System, network database and the application of technology. Network database was established by signing contracts with strategic partners and the database collected all of their Internet and mobile phone users to be the online/offline members in the PRC. Our content was built through our business alliance in which IC Star MMS Limited (formerly known as Sino Super Ltd.), one of our subsidiaries and a network services provider based in Hong Kong, links entertainment and lifestyle information to local communities across the PRC. IC Star, which was originally created as the Star SMS /MMS called "My Star Friends" community, was first invented as a SMS/MMS interactive between IC Star and fans of local artists in the world. By integrating the network database and contents into software that MYST sources from the market, we can leverage the functions of the software and target it to various industries.
About SEO4Mobile
SEO4Mobile, a search engine optimization for mobile phones, is the original unique new service solution creation by Alpha. SEO4Mobile offers wireless mobile phone service, allowing providers the ability to use SMS search implementation for their users. Mobile phone users who enter a relevant keyword or keyword phrase, along with a geographic identifier, can send searches via an SMS to a service code. The search results will be received by MMS and the search engine optimization processes the search through the internet within a matter of minutes. Many searchers don't realize that, within an SMS search query, they can add in a geographic identifier. By specifically laying out a separate search SMS for the geographic portion, SEO4Mobile helps structure the search in a simple and efficient way for the searcher. SEO4Mobile has been selected by service providers such as China Mobile and China Unicom.
About IBS v4.1 and v5.0 Enterprise Suite
IBS v4.1 and v5.0 is our main product line, which includes a built-in MoDirect, an innovative suite of technologies that enables wireless and web publishers to target SEO4Mobile users more effectively and allows advertisers to obtain targeted leads with rich demographic data. IBS v4.1 and v5.0 are part of the TS family. Corporate users can leverage all available information resource management on the intranet/extranet over the internet, including wireless applications, and advertisers can use the IBS v4.1 and v5.0 to publish SMS and MMS by searches on mobile phones. The system enables manufacturers and services providers to use the internet to establish and manage continuous connections with automated e−services, operations monitoring and e−commerce offerings. The system's customers include end-user clients in many industries throughout the PRC. The IBS v4.1 and v5.0 standard package includes 3 servers, software, as well as system integration.
SkyeStar.com
SkyeStar.com is a website that is a multilink user experience sharing network in the PRC as well as a multi−channel entertainment portal, supported by proprietary fan clubs and a community platform. SkyeStar.com combines the best of IC Star MMS's artist profiles, “my star friend”, games and other entertainment offerings with a host of new content, community and fan networking features. SkyeStar.com is the first internet portal that links network users across multiple entertainment channels, linking friends and their entertainment choices.
In February 2005, we established 3G Dynasty Inc., a subsidiary of the Company, for the preparation of the third generation mobile system. 3G Dynasty will be responsible for sales of IC Star products, and will focus on entertainment content for 3G mobile and internet use. IC Star Wireless Application Protocol (“WAP”) Club is based on the IC Star Theme Club on WAP, which provides the most comprehensive and up-to-date mobile entertainment services in the PRC. The WAP users can access IC Star Theme Club for content we provide through China Mobile Communications. In May 2005, 3G Dynasty created the website http://skyestar.com, a multi−channel infotainment portal supported by proprietary fan clubs and a community platform. It allows new members to personalize their own homepage with 3G Dynasty's content. It registers members and allows them to build their personal homepage on WAP. As the host and content provider, 3G Dynasty will start publishing a daily Real Simple Syndication (“RSS”) feed of its original content from a number of its contracted web sites, including local information, life style and entertainment content. Through the use of RSS feeds, users can receive 3G Dynasty's daily content automatically, thereby broadening 3G Dynasty's distribution and providing an additional platform for mobile phone users who are registered members of the Star Theme Club on WAP. Members with their homepage on WAP can reach their targeted audience through wireless technology.
This personal homepage and WAP membership service was launched in June 2006. The adoption of RSS has deepened our relationship with our members and enhanced the appeal of our original content. We believe that RSS represents the next evolution in the distribution of content. It allows publishers and end users alike to be seamlessly notified of new content and to integrate that content into start pages, blogs and web sites.
As more and more people personalize their content on the internet, many are turning to RSS feeds to quickly and easily access information from news and entertainment sites.
SkyeStar.com provides users multiple opportunities to play games, send MMS/SMS greetings, watch movie trailers, find show times, and purchase tickets and DVDs. They can also rate, review and refer their entertainment choices to others. Customization features allow members to create their own personal homepages, profile and display their entertainment favorites as well as access their friends' recommendations. SkyeStar.com's innovative fan club's networking features flow throughout the site so users can enjoy diverse content and connect with other people who enjoy similar interests.
SkyeStar.com features include:
| · | "My Star Friend", where members upload images of their artist friends, create star profiles, and enter them in a ratings system allowing members to vote on the my star friend; |
| · | Fans Experiences Sharing, where members rate and review their favorite movies, music, and greetings for the community to read; |
| · | Customizable User Homepages and Profiles, where members track their favorite movies, music, games, stars and greetings as well as their friends' favorites, upload photos, check music statistics, view event reminders, and post on "friends-only" message boards; |
| · | User Music Critics, where members review and rate their choices of music, add their ratings to a community score and compare their reviews and ratings to those of professional music critics; |
| · | Online & Downloadable Games, where members play single player and multiplayer games online or download and purchase their favorites; and |
| · | User-generated Content, where developers and creators upload their own music, games and photographs for the community to enjoy and review. |
IC Star has partnered with several industry leaders to provide content on the SkyeStar.com entertainment portal. Among its partners, Stareastnet, a company with which IC Star MMS Limited (“IC Star”) has partnered, provides features such as "Artist Profiles and Homepages" and NC Entertainment, another partner of IC Star, provides movie trailers. SkyeStar.com provides a community experience within the entertainment vertical by including artists, movies, games, music and more. Through user-generated content as well as personal homepages and content reviews, community members can express themselves and become a trusted referral of content for their friends.
IT Consultant Services − Guangzhou TCOM Computer Tech by the integration of MYST's Total Solutions into IBS v4.1 and v5.0 Enterprise Suite
Alpha completed stages planned for the integration of MYST's TS, SMS/MMS virtual Call Center CRM Systems, SEO4Mobile and new SME software, developing and distribution operations.
Guangzhou TCOM Computer Tech Ltd. − consisting of Alpha Century Holdings Limited's TS, SMS/MMS virtual Call Center CRM Systems, SEO4Mobile, MoDirect, AdMaxB2Search and IBS v4.1 and v5.0 Enterprise Suite, the internet business service total solution business − combined and operated by TCOM Computer, the new formation is a wholly owned subsidiary of the Company in the PRC. TCOM Computer also integrated the IBS v4.1 and v5.0 Enterprise Suites, which are web enabling updaters of exchange between corporate user content and end user content. As TCOM Computer integrates with the TS business group of MYST, it will strategically invest in the PRC, specifically to address new market dynamics and help SME users get the most from end user content while effectively handling changes in capacity, deal terms and players.
The integration expertise we gained through the successful launch of TCOM Computer, and the IBS v5.0 Enterprise Suite gives us confidence in our core business organization to the SME market, the potential for our total solution business, and the achievement of synergies we identified as part of our strategic investment efforts.
IC Star MMS
IC Star, a wholly owned subsidiary of the Company, began to establish a film distribution network with the purchase of the copyrights to certain films in March 2006. IC Star will distribute the films, through multiple distribution channels into the PRC film market, including through the internet, mobile phone, TV, VCD/DVD and the theatrical screening in theaters across the PRC.
Subaye.com − Operations
On April 1, 2006, we acquired HRDQ Group Inc., a Delaware corporation. HRDQ conducted its operations principally through Subaye.com. In addition, we have conducted part of our operations through Guangzhou Panyu Metals & Minerals Imports & Exports Co., Ltd., a limited liability company in Guangzhou, China, which holds the licenses and approvals necessary to operate our international trading and provide e−commerce logistic agent services. After several combinations, including stock transactions, in September of 2006, HRDQ contracted with our newly incorporated and wholly owned subsidiary, TCOM Computer.
Because of the limitation of PRC laws to the foreign ownership of companies that provide internet content and advertising services, in order to comply with these foreign ownership restrictions, we operate our websites and provide online advertising services in the PRC through TCOM Computer. TCOM Computer holds the licenses and approvals necessary to operate our websites and to provide e−commerce online advertising services in the PRC. We have contractual arrangements with TCOM Computer and its shareholders pursuant to which we provide technology consulting services and license our registered domain names, trademarks and certain software to TCOM Computer. Through these contractual arrangements, we also have the ability to substantially influence TCOM Computer’s daily operations and financial affairs, appoint its senior executives and approve all matters requiring shareholder approval. As a result of these contractual arrangements, which enable us to control TCOM Computer’s business, we are considered the primary beneficiary of TCOM Computer.
Subaye.com − Internet corporate video provider
Subaye.com, Inc. is a PRC-based internet corporate video provider, offering a unique Chinese language corporate video sharing platform for both users and customers. We focus on our potential users in the PRC that demand publishing and sharing their corporate video content on-line. Our platform consists of our websites and Subaye alliance network, which is our network of third-party websites.
Our services are designed to enable internet users to find relevant information video online from our video database, which currently consists of over 20,000 video corporate profiles, as visible video showcase for presentation. It includes Chinese language corporate web pages, news, images and multimedia files, through links provided on our websites. We provide our users with easy access to an index of up to a million video clips, images and web pages. We also offer a business to business to consumer based online auction marketplace, Subaye e−commerce strategic, which currently consists of over 1,000,000 items of product and service as visible video showcase for purchase and sale.
Business Partnership Developments
IC Star began the theatrical screening of the film “Big Movie” (http://ent.sina.com.cn/f/m/bigmovie/index.shtml) in 400 theaters throughout the PRC on December 29, 2006, running through January 20, 2007. The newly launched movie investment, distributions and value-added services business by IC Star's PRC operations, is committed to bringing a variety of unique titles to Chinese markets. Our first release, Big Movie, a joint venture with Hua Xia Films Distributions Limited Beijing, is a template for the future distribution of film in the PRC by MYST. IC Star is also partnering with Sina.com (Nasdaq: SINA) for movie promotion and marketing services.
On October 3, 2006 the Company acquired MyStarU.com, Inc. (“Mystaru”), which runs a website (http://www.mystaru.com) dedicated to performing arts education. Mystaru's content launch includes ten hours of multimedia performing education courses developed by our business partner Stareastnet ( http://www.stareastnet.com ). The content draws on the popularity of Stareastnet's unique 30−minute presentation concept. Stareastnet has been producing artist profiles since 1999, and delivers several live seminars each year.
The website is a prototype for state-of-the-art delivery of streaming video performing social education courses in all industries in greater China. The new courseware was developed using our EDU v5.0 Education Management System and is delivered to viewers via the MyStarU platform. The multimedia content is produced using Adobe Flash® video synchronized presentations and demonstrative video clips. Users can view multimedia performing training presentations that include downloadable video files of course materials and are then able to upload their own video files to teachers for analysis, which affords users the opportunity to have questions answered by course teachers.
The website generates revenues through monthly basic membership fees, which we share with our franchisees. In this quarter, MyStarU.com, Inc. has successfully launched a franchise program and sold five master franchise licenses, license fees of $1,000,000 in a one-time offer, signifying the successful progress of the online education franchise program.
MyStarU.com, Inc. is also working with vocational education companies and Subaye.com 's 10,000 SME members in China to adapt their platforms specifically to suit the unique needs of the vocational education market. Mystaru is in co-operation with Sohu.com ( http://yule.sohu.com/s2006/bogeboqjhhx/ ) for promotion and marketing services.
TCOM Computer has completed the integration of all business units of Alpha and 3G Dynasty into cooperation with China Netcom, Guangdong Mobile Communication Co., Limited, a China Mobile Communications Corporation and China Mobile (Hong Kong) Ltd. (NYSE: CHL) to develop entertainment, social education and corporate video online broadband and other wireless contents such as artist profiles, gaming and an SEO4Mobile SMS search engine.
We have continually worked to establish a system that can quickly and accurately respond to the market, as well as raise shareholder value by strengthening the development and competitiveness of each business. As part of this strategy, we have been implementing the integration of development, production and sales of each business within the Company. We have determined that a positive impact will be realized from integrating the functions of the various contracted operations lines of business and that, as a result, IC Star will become more competitive and synergies will be realized between its marketing, product development and sales organizations. It is also projected that as the resources of the Company are increased and the strategic alliance is structured, the overall efficiency of group management will improve, providing even greater shareholder value.
Impact of Inflation
We believe that inflation has had a negligible effect on operations during the period. We believe that we can offset inflationary increases in the cost of sales by increasing sales and improving operating efficiencies.
Trends, Events, and Uncertainties
The present demand for our products will be dependent on, among other things, market acceptance of the Company's concept, the quality of its products and general economic conditions, which are cyclical in nature. The Company's business operations may be adversely affected by increased competition and prolonged recessionary periods in the PRC.
We expect the demand for our products described above to increase next year due to the following factors:
1. Multiple Distribution Channels into Chinese Films Market.
IC Star has been successful bringing two movies into the Chinese market, via several different distribution channels, including the internet, mobile phone, TV, VCD/DVD and the theatrical screenings in cinemas across the PRC. We will continue investment to establish our distribution network and acquire more content copyright.
In the past three years, the Chinese film market posted an average of 30% annual growth rate. We believe this market will continue significant growth, based on the results of our research.
2. Our New Product Line, SkyeStar.com IPTV operated by TCOM Computer.
We expect SkyeStar.com, the flagship entertainment property of MYST, will be a fast-growing, revenue streaming entity. In the coming months, we will launch SkyeStar.com (“SkyeStar”) on IPTV, with new features that let users access their SkyeStar accounts from IPTV. SkyeStar is a free, members only web site that offers community, email, exclusive music and video downloads, instant messaging, blogs, photos and more. We will generate revenue by advertising, entertainment downloads, pay per view, video−on−demand and VIP membership fees.
IPTV is the format representing the convergence of internet, television and telecommunication networks, and is expected to be adopted in the PRC next year. The PRC is one of the largest IPTV markets in the world. The PRC is among the first in the world to put IPTV services in commercial trial operation. Statistics show that there are 360 million TV viewers and 75 million broadband users in the PRC, creating a huge potential market for development of IPTV services.
One of our business partners, ZesTV, Inc. (“ZesTV”) is one of the leading Chinese media and entertainment companies in the development, production, and marketing of entertainment, news and information to a global audience. ZesTV owns and operates a valuable portfolio of news and entertainment networks, a premier motion picture company, significant television production operations, a leading internet entertainment website group, and plans the development of studio branded theme parks. MYST has the first right to buy ZesTV music, films and TV programming copyrights of online content each year and flood openings with SkyeStar members.
MYST will continue discussions with filmmakers for acquisition or strategy investments into motion picture production companies.
3. Many internet users in the PRC seek entertainment.
A look at the top internet searches in the PRC for the year suggests that many of the country's 167 million internet users are looking for entertainment content. In 2006, the search data suggested that people crave information about popular culture and want it before newspapers, magazines and TV can provide it. The search data also shows people are attracted to a growing amount of content that is only available online such as games and mp3's. The PRC published a guideline on news websites in September to better regulate the sector and prevent false or distorted information from spreading online. Meanwhile, the PRC also urged websites to register for tightened regulation.
By the end of June 2007, we recorded from users a total of 46 million hits for the on-line viewing of our film “Big Movie: SUBAYE.”
Our investment in our second film in China, "BIG MOVIE 2.0" has been finalized. "BIG MOVIE 2.0" is scheduled to screen in September through October of 2007 nationwide in China. Under the investment agreement, Mystaru.com, Inc. exclusively owns the Internet license and copyright of BIG MOVIE 2.0.
4. Continued growth of the mystaru.com website.
As described in “Business Partnership Developments” above, we expect continued growth in users and revenue as we enhance the products and services through our www.mystaru.com website.
Results of Operations
Income Statement Items
The following table summarizes the results of our operations during the three months ended June 30, 2007 and 2006 and provides information regarding the dollar and percentage increase or (decrease) from the current fiscal period to the prior fiscal period:
| | Three Months Ended June 30 | | | Increase/ | | | Percentage Increase/ | |
| | 2007 | | | 2006 | | | (Decrease) | | | (Decrease) | |
| | Restated | | | Restated | | | | | | | |
| | (Unaudited) | | | (Unaudited) | | | | | | | |
Net revenues | | | 7,394,480 | | | | 2,779,690 | | | | 4,614,790 | | | | 166 | % |
Cost of sales | | | 4,875,430 | | | | 921,213 | | | | 3,954,217 | | | | 429 | % |
Gross profit | | | 2,519,050 | | | | 1,858,477 | | | | 660,573 | | | | 36 | % |
Operating expenses | | | 1,544,529 | | | | 178,012 | | | | 1,366,517 | | | | 768 | % |
Income from operations | | | 974,521 | | | | 1,680,465 | | | | (705,944 | ) | | | (42 | )% |
Other income | | | 1,055 | | | | 153 | | | | 902 | | | | 590 | % |
Minority interest in (loss) income of subsidiary | | | 122,380 | | | | - | | | | 122,380 | | | | 100 | % |
Income from continued operations | | | 1,097,675 | | | | 1,680,618 | | | | (582,943 | ) | | | (35 | )% |
Net income from discontinued operations | | | - | | | | 295,533 | | | | (295,533 | ) | | | (100 | )% |
Net income | | | 1,097,675 | | | | 1,976,151 | | | | (878,476 | ) | | | (44 | )% |
Other comprehensive income | | | 2,503 | | | | (3 | ) | | | 2,506 | | | | N/A | |
Comprehensive income | | | 1,100,178 | | | | 1,976,148 | | | | (875,970 | ) | | | (44 | )% |
| | | | | | | | | | | | | | | | |
Earnings (loss)per common shares | | | | | | | | | | | | | | | | |
-Basic | | $ | 0.01 | | | $ | 0.02 | | | | | | | | | |
- Fully diluted | | $ | 0.01 | | | $ | 0.02 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted average common share Outstanding | | | | | | | | | | | | | | | | |
-Basic | | | 123,088,000 | | | | 88,353,000 | | | | | | | | | |
- Fully diluted | | | 123,088,000 | | | | 88,353,000 | | | | | | | | | |
Revenues increased by $4,614,790 due primarily to:
Revenues recorded at $7,394,480 for the three months ended June 30, 2007 compared to $2,779,690 for the same period ended June 30, 2006. The increase of $4,614,790 is due primarily to the enormous increase in the royalty income from the movie copyrights segment and the import and export trading segment, although there was a decrease in the integrated communications network solutions segment. We now have three new segments of income compared to the same period ended June 30, 2007. The import and export trading generated $3,035,780, the royalty income from the movie copyrights generated $3,069,921 and the provision of internet corporate video services generated $928,779.
Costs of Sales increased by $3,954,217 due primarily to:
Costs of sales were $4,875,430 for the three months ended June 30, 2007 compared to $921,213 for the same period ended June 30, 2006. Costs of Sales included cost of goods in trading, depreciation and other cost of sales. Cost of trading included all the costs that Panyu M&M incurred in their import and export trading activities in the amount of $2,979,725. Depreciation represented the depreciation and amortization of software, websites and copyright of movies, which related to the revenue of the Company, amounted to $1,682,638. Other costs of sales were the purchase of various contents and other later stage of production from raw contents and costs associated with the performance of our communication services totaling $213,067.
Operating Expenses increased by $1,366,517 due primarily to:
For the three months ended June 30, 2007, we incurred operating expenses of $1,544,529 as compared to $178,012 for the same period ended June 30, 2006. The $1,544,529 incurred as of June 30, 2007 included general operating expenses of $684,976, salaries of $239,950 and allowance of bad debts of 237,587. Stock-Based Compensation Expense had a net increase of $355,209 for the three months ended June 30, 2007.
Other income decreased by $901 due primarily to:
The total other income was $1,055 for the three months ended June 30, 2007 compared to $154 for the same period ended June 30, 2006. The $1,055 includes interest income of $829 other income of $226.
Stock-Based Compensation Expense decreased by $745,821 due primarily to:
The stock-based compensation expense was $355,209 for the three months ended June 30, 2007 compared to $1,101,030 for the same period ended June 30, 2006. The difference of $745,821 is due to expiration of some consulting contracts.
Corporate Taxes
Enterprise income tax in the PRC is generally charged at 33% of a company’s assessable profit, in which 30% is a national tax and 3% is a local tax. For foreign investment enterprises established in a Special Economic Zone or Coastal Open Economic Zone which are engaged in production-oriented activities, the national tax rate could be reduced to 15% or 24% respectively. Companies which are incorporated in the PRC are subject to a PRC enterprise income tax at the applicable tax rates on the taxable income as reported in their Chinese statutory accounts in accordance with the relevant enterprise income tax laws applicable to foreign enterprises. Pursuant to the same enterprise income tax laws, the subsidiaries are fully exempted from PRC enterprise income tax for two years starting from the first profit-making year, followed by a 50% tax exemption for the next three years.
Income tax provision of $281 is provided for the three months ended June 30, 2007 and no provision for Enterprise income tax in the PRC had been made for the three months ended June 30, 2006 due to the fact that it is exempt from the PRC tax, based on the statutory provisions granting a tax holiday for a two year period, as stated above, or for the Company’s operations for the three months ended June 30, 2007 and 2006. The Company’s first profit taking year is for the year ended September 30, 2005, and therefore, tax will be due to the PRC, if the Company generates PRC taxable income, for the fiscal year ended September 30, 2007.
The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. There are no material timing differences and therefore no deferred tax asset or liability at June 30, 2007.
If all of the above tax holidays and concessions had not been available, we would have paid $0 and $630,000 more in taxes for the three months ended June 30, 2007 and 2006 respectively, since the Company incurred losses during the three months ended June 30, 2007 and 2006.
Nine Months Ended June 30,
2007 and 2006 (Unaudited)
| | Nine Months Ended June 30 | | | Increase/ | | | Percentage Increase/ | |
| | 2007 | | | 2006 | | | (Decrease) | | | (Decrease) | |
| | Restated | | | Restated | | | | | | | |
| | (Unaudited) | | | (Unaudited) | | | | | | | |
Net revenues | | | 16,791,961 | | | | 10,879,607 | | | | 5,912,354 | | | | 54 | % |
Cost of sales | | | 11,334,531 | | | | 2,904,894 | | | | 8,429,637 | | | | 290 | % |
Gross profit | | | 5,457,430 | | | | 7,974,713 | | | | (2,517,283 | ) | | | (32 | )% |
Operating expenses | | | 7,659,738 | | | | 3,412,883 | | | | 4,246,855 | | | | 124 | % |
(Loss) income from operations | | | (2,202,308 | ) | | | 4,561,830 | | | | (6,764,138 | ) | | | (148 | )% |
Other income | | | 27,843 | | | | 2,541 | | | | 25,302 | | | | 996 | % |
Minority interest in (loss) income of subsidiary | | | (196,637 | ) | | | - | | | | (196,637 | ) | | | (100 | ) % |
(Loss) Income from continued operations | | | (2,372,542 | ) | | | 4,564,371 | | | | (6,936,913 | ) | | | (152 | )% |
Net (loss) from discontinued operations | | | - | | | | 55,758 | | | | (55,758 | ) | | | (100 | )% |
Net (loss) income | | | (2,372,542 | ) | | | 4,620,129 | | | | (6,992,671 | ) | | | (151 | )% |
Other comprehensive income | | | 8,038 | | | | 3 | | | | 8,035 | | | | N/A | |
Comprehensive (loss) income | | | (2,364,504 | ) | | | 4,620,132 | | | | (6,984,636 | ) | | | (151 | )% |
| | | | | | | | | | | | | | | | |
(Loss) earnings per common share | | | | | | | | | | | | | | | | |
-Basic | | $ | (0.02 | ) | | $ | 0.06 | | | | | | | | | |
- Fully diluted | | $ | (0.02 | ) | | $ | 0.05 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted average common shares Outstanding | | | | | | | | | | | | | | | | |
-Basic | | | 119,271,700 | | | | 82,040,000 | | | | | | | | | |
- Fully diluted | | | 119,271,700 | | | | 88,921,000 | | | | | | | | | |
Revenues increased $5,912,354 due primarily to:
Revenues were recorded at $16,791,961 for the nine months ended June 30, 2007 compared to $10,879,607 for the same period ended June 30, 2006. The increase of $5,912,354 is due primarily to the increase in sales and numbers of subsidiaries in different segments of income. Currently, we have three new segments of income compared for the same period ended June 30, 2006. The import and export trading generated $6,744,760, the royalty income from the movie copyrights generated $3,862,310 and the provision of internet corporate video services generated $4,285,791. The new segment of business brings significant increase of income to the Company.
During the nine months ended June 30, 2007 and 2006, sales of Total Solution System to Taikang Capital Managements Corporation, an affiliate of the Company, amounting to $1,080,000 were classified as Related Party Transactions.
Costs of Sales increased $8,429,637 due primarily to:
Costs of sales were $11,334,531 for the nine months ended June 30, 2007, compared to $2,904,894 for the same period ended June 30, 2006. Costs of Sales included purchase of various contents and other later stage production from raw contents and costs associated with the performance of our communication services. The increase of $7,872,003 was due primarily to the increase in number of our subsidiaries, of which $6,620,945 is used for our import and export trading segment.
We classify the depreciation of software which related to the revenue of the Company, to the cost of sales. Other depreciation expenses related to motor vehicles and office equipments and are stated in Selling, General and Administration Expenses. This had no impact on our prior earnings reported.
Operating Expenses increased $4,246,855 due primarily to:
For the nine months ended June 30, 2007, we incurred operating expenses of $7,659,738, as compared to $3,412,883 for the same period ended June 30, 2006. Operating Expenses included allowance of bad debts of $3,267,636, salaries of $575,735 and stock-based compensation expense of $2,062,363.
Stock-Based Compensation Expense had a net decrease of $613,642 for the nine months ended June 30, 2007 due to expiration of some consulting contracts.
Other income increased $25,302 due primarily to:
The other income was $27,843 for the nine months ended June 30, 2007, compared to $2,541 for the same period ended June 30, 2006. The $27,843 includes interest income of $3,763 and other income of $24,080.
Corporate Taxes
Enterprise income tax in the PRC is generally charged at 33% of a company’s assessable profit, in which 30% is a national tax and 3% is a local tax. For foreign investment enterprises established in a Special Economic Zone or Coastal Open Economic Zone, and which are engaged in production-oriented activities, the national tax rate could be reduced to 15% or 24% respectively. Companies which are incorporated in the PRC are subject to a PRC enterprise income tax at the applicable tax rates on the taxable income as reported in their Chinese statutory accounts in accordance with the relevant enterprise income tax laws applicable to foreign enterprises. Pursuant to the same enterprise income tax laws, the subsidiaries are fully exempted from the PRC enterprise income tax for two years starting from the first profit-making year, followed by a 50% tax exemption for the next three years.
Income tax provision of $1,440 is provided for the three months ended June 30, 2007 and no provision for the PRC enterprise income tax had been made for the three months ended June 30, 2006. The Company had no assessable taxable income in the PRC, due to the fact that it is exempt from PRC tax, based on the statutory provisions granting a tax holiday for a two year period, as stated above, or for the Company’s operations, for the Company’s years ended September 30, 2005 and 2006. Based on the above statutory PRC tax provision, the Company believes that it is remote that any PRC tax liability will be due for the nine months ended June 30, 2007 and 2006.
If all of the above tax holidays and concessions had not been available, we would have paid $420,000 and $2,230,000 more in taxes for the nine months ended June 30, 2007 and 2006 respectively. The basic and diluted net income per share would have been $(0.02) and $(0.02), respectively for the nine months ended June 30, 2007 while the basic and diluted net income per share would have been lower, less than $0.02 and $0.02, respectively for the nine months ended June 30, 2006. As at June 30, 2007, the cumulative effect of such tax holidays and concessions not being granted would be approximately $2,224,669.
OVERALL
We reported net loss for the nine months ended June 30, 2007 of $2,372,542. This translates to overall per-share loss of $0.02 for the nine months ended June 30, 2007.
Liquidity And Capital Resources
We believe that our currently-available working capital, after receiving the aggregate proceeds of our capital raising activities in the first quarter of fiscal year 2007 and collection of our accounts receivable, should be adequate to sustain our operations at least through the end of fiscal year 2008.
As of June 30, 2007, we had a cash balance of $1,171,917 held in the PRC and Hong Kong. We currently have no cash positions in the United States. We have been funding our operations from the receipts from customers and sales of our stock.
Management has invested substantial time evaluating and considering numerous proposals for possible investments, acquisitions or business combinations, either sought by management or presented to management by investment professionals, the Company’s advisors and others. We continue to consider acquisitions, business combinations, or start up proposals, which could be advantageous to our shareholders. No assurance can be given that any such project, acquisition or combination will be concluded, and all these actions will be approved by our Board of Directors.
Net cash used in operations for the nine months ended June 30, 2007 was $585,700. In the future, we may use cash in our operations due to the continuing implementation of our business model and increased expenses from costs associated with being a public company.
Net cash used in investing activities for the nine months ended June 30, 2007 was $8,153 and was used in adding new computers and office equipment.
The Company issued 14,700,000 shares to purchase three websites: www.mystaru.com, www.icurls.com and www.goongreen.org. The total amount of consideration was equal to $2,619,000 and was classified and recorded under the category of property, plant and equipment.
Net cash provided by financing activities for the nine months ended June 30, 2007 was $637,146. It represented the issuance of 10,000,000 shares of the Company's common stock, par value $.001 per share, for an aggregate purchase price of $1,400,000, in which $705,000 was used for the settlement of accounts payable for the movie copyrights and $695,000 was settled in cash. Additionally, $57,854 was repaid to a related party.
Our future growth is dependent on our ability to raise capital for expansion, and to seek additional revenue sources. If we decide to pursue any acquisition opportunities or other expansion opportunities, we may need to raise additional capital, although there can be no assurance such capital-raising activities would be successful.
Critical Accounting Policies
The preparation of financial statements in conformity with US GAAP requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following:
Revenue recognition
We recognize revenue in accordance with SEC Staff Accounting Bulletin No. 104. Product revenue is recognized when title and risk of ownership have been transferred, provided that persuasive evidence of an arrangement exists, the price is fixed and determinable, remaining obligations are insignificant and collectibility is reasonably assured. Transfer of title and risk of ownership occur when the product is shipped to the customer. Revenue is recorded at the invoiced amount, net of discounts.
Accounting for property, plant and equipment
Property and equipment is located in the PRC and is recorded at cost. Depreciation and amortization is calculated using the straight-line method over the expected useful life of the asset, after the asset is placed in service. The Company generally uses the following depreciable lives for its major classifications of property and equipment:
Description | | Useful Lives |
Computer hardware | | 3 years |
Computer software | | 3 years |
Web site | | 3 years |
Motor Vehicles | | 3 years |
Furniture and fixtures | | 5 years |
Leasehold improvements | | 5 years |
Accounting for amortization of copyrights
Amortization of Copyrights- The Company amortizes the License and Agreement asset for the films using the individual-film-forecast-computation method, in accordance with SOP 00-2, which amortizes or accrues (expenses) such costs in the same ratio that current period actual revenue (numerator) bears to estimated remaining unrecognized ultimate revenue as of the beginning of the current fiscal year (denominator). The Company began amortization of the capitalized movie in 2006, when the Company began to recognize revenue from the films. Amortization related to the movie was $1,146,510 for the nine month period ended June 30, 2007, which amounts were included in cost of sales.
Accounting for allowance for doubtful accounts
Trade accounts receivable- Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the existing accounts receivable balance. The Company determines the allowance for doubtful accounts based upon historical write-off experience and current economic conditions. The Company reviews the adequacy of its allowance for doubtful accounts on a regular basis. Receivable balances past due over 120 days, which exceed a specified dollar amount, are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
Allowances for doubtful accounts receivable balances are recorded when circumstances indicate that collection is doubtful for particular accounts receivable or as a general reserve for all accounts receivable. Management estimates such allowances based on historical evidence such as amounts that are subject to risk. Accounts receivables are written off if reasonable collection efforts are not successful.
Allowance for doubtful accounts was $3,267,636 and ($179,190) as of June 30, 2007 and 2006, respectively.
Income taxes
Income taxes are provided on the asset and liability approach for financial accounting and reporting of income taxes. Any tax paid by subsidiaries during the year is recorded. Current tax is based on the profit or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purposes and is calculated using tax rates that have been enacted or substantively enacted as of the date of the balance sheet. Deferred income tax liabilities or assets are recorded to reflect the tax consequences in future years of the difference between the tax basis of assets and liabilities and the financial reporting amounts as of each year end. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized.
Risk Factors That May Affect Future Operating Results
You should carefully consider the risks described below before making an investment decision. The risks and uncertainties described below are the material risks that apply to our business, operations, financial condition and prospects.
Operating Risk
Currently, the Company's revenues are derived from four segments related to integrated communications network solutions, import and export trading, royalty income form movie copyright and membership income from websites. The Company hopes to expand its operations to countries outside the PRC, however, such expansion has not been commenced and there are no assurances that the Company will be able to achieve such an expansion successfully. Therefore, a downturn or stagnation in the economic environment of the PRC could have a material adverse effect on the Company's financial condition.
Products Risk
Our revenue-producing operations are limited and the information available about the Company makes evaluation of the Company difficult. We have conducted limited operations and we have little operating history that permits you to evaluate our business and our prospects based on prior performance. You must consider your investment in light of the risks, uncertainties, expenses and difficulties that are usually encountered by companies in their early stages of development, particularly those engaged in international commerce. In addition to competing with other telecommunication and web companies, the Company may have to compete with larger U.S. companies who have greater funds available for expansion, marketing, research and development and the ability to attract more qualified personnel if access is allowed into the PRC market. If U.S. companies do gain access to the PRC markets in general, they may be able to offer products at a lower price. There can be no assurance that the Company will remain competitive should this occur.
Exchange Risk
The Company generates revenue and incurs expenses and liabilities in Chinese renminbi (“RMB”), Hong Kong dollars and U.S. dollars. As a result, the Company is subject to the effects of exchange rate fluctuations with respect to any of these currencies. Since 1994, the official exchange rate for the conversion of RMB to U.S. dollars has generally been stable and the RMB has appreciated slightly against the U.S. dollar. On July 21, 2005, the People's Bank of China ("PBOC") announced a revaluation of the RMB, which immediately jolted international finance markets. PBOC said the RMB will no longer be pegged to the U.S. dollar and will be traded at a rate of 8.11 for the U.S. dollar. However, given recent economic instability and currency fluctuations in the world, the Company can offer no assurance that the RMB will continue to remain stable against the U.S. dollar or any other foreign currency. The Company's results of operations and financial condition may be affected by changes in the value of RMB and other currencies in which its earnings and obligations are denominated. The Company has not entered into agreements or purchased instruments to hedge its exchange rate risks, although the Company may do so in the future.
Our Future Performance Is Dependent On Our Ability To Retain Key Personnel
Our future success depends on the continued services of executive management in the PRC. The loss of any of their services would be detrimental to us and could have an adverse effect on our business development. We do not currently maintain key-man insurance on our executives. Our future success is also dependent on our ability to identify, hire, train and retain other qualified managerial and other employees. Competition for these individuals is intense and increasing.
Our Business Depends Significantly Upon the Performance of Our Subsidiaries, Which Is Uncertain
Currently, a majority of our revenues are derived via the operations of our subsidiaries. Economic, governmental, political, industry and internal company factors outside our control affect each of our subsidiaries. If our subsidiaries do not succeed, the value of our assets and the price of our common stock could decline. Some of the material risks relating to our partner companies include:
- our subsidiaries are located in the PRC and have specific risks associated with that; and
- intensifying competition for our products and services and those of our subsidiaries, which could lead to the failure of some of our subsidiaries.
A Viable Trading Market for Our Common Stock May Not Develop
Our common stock is currently traded on the Over-the-Counter Bulletin Board under the symbol "MYST." The quotation of our common stock on the OTCBB does not assure that a meaningful, consistent and liquid trading market currently exists. We cannot predict whether a more active market for our common stock will develop in the future. In the absence of an active trading market:
- investors may have difficulty buying and selling or obtaining market quotations;
- market visibility for our common stock may be limited; and
- a lack of visibility for our common stock may have a depressive effect on the market price for our common stock.
Our Stock Is a Penny Stock, and There Are Significant Risks Related to Buying and Owning Penny Stock
Rule 15g-9 under the Securities Exchange Act of 1934 imposes additional sales practice requirements on broker-dealers that sell non-Nasdaq listed securities except in transactions exempted by the rule, including transactions meeting the requirements of Rule 506 of Regulation D under the Securities Act and transactions in which the purchaser is an institutional accredited investor (as defined) or an established customer (as defined) of the broker or dealer. For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. Consequently, this rule may adversely affect the ability of broker-dealers to sell our securities and may adversely affect your ability to sell any of the securities you own.
The Securities and Exchange Commission regulations define a "penny stock" to be any non-Nasdaq equity security that has a market price (as defined in the regulations) of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to some exceptions. For any transaction by a broker-dealer involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Our market liquidity could be severely adversely affected by these rules on penny stocks.
Our largest target market is in the PRC and there are several significant risks relating to conducting operations in the PRC. Our business, financial condition and results of operations are, to a significant degree, subject to economic, political and social events in the PRC.
Governmental Policies in the PRC Could Impact Our Business
Since 1978, the PRC's government has been and is expected to continue reforming its economic and political systems. These reforms have resulted in and are expected to continue to result in significant economic and social development in the PRC. Many of the reforms are unprecedented or experimental and may be subject to change or readjustment due to a number of political, economic and social factors. We believe that the basic principles underlying the political and economic reforms will continue to be implemented and provide the framework for the PRC's political and economic system. New reforms or the readjustment of previously implemented reforms could have a significant negative effect on our operations. Changes in the PRC's political, economic and social conditions and governmental policies which could have a substantial impact on our business include:
- new laws and regulations or new interpretations of those laws and regulations;
- the introduction of measures to control inflation or stimulate growth;
- changes in the rate or method of taxation;
- the imposition of additional restrictions on currency conversion and remittances abroad; and
- any actions which limit our ability to conduct lottery operations in the PRC.
Economic Policies in the PRC Could Negatively Impact Our Business
The economy of the PRC differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development in various respects, such as structure, government involvement, level of development, growth rate, capital reinvestment, allocation of resources, self-sufficiency, rate of inflation and balance of payments position. In the past, the economy of the PRC has been primarily a planned economy, subject to one- year and five-year state plans adopted by central government authorities and largely implemented by provincial and local authorities. These plans set production and development targets.
Since 1978, increasing emphasis had been placed on decentralization and the utilization of market forces in the development of the PRC's economy. Economic reform measures adopted by the PRC's government may be inconsistent or ineffectual, and we may not be able to capitalize on future reforms in all cases. Further, these measures may be adjusted or modified in ways that could result in economic liberalization measures that are inconsistent from time to time, from industry to industry or across different regions of the country. The PRC's economy has experienced significant growth in the past decade. This growth, however, has been accompanied by imbalances in the PRC's economy and has resulted in significant fluctuations in general price levels, including periods of inflation. The PRC's government has implemented policies from time to time to increase or restrain the rate of economic growth, control periods of inflation or otherwise regulate economic expansion. While we may be able to benefit from the effects of some of these policies, these policies and other measures taken by the PRC's government to regulate the economy could also have a significant negative impact on economic conditions in the PRC with a resulting negative impact on our business.
Uncertainty Relating to the PRC's Legal System Could Negatively Affect Us
The PRC has a civil law legal system. Decided court cases do not have binding legal effect on future decisions. Since 1979, many new laws and regulations covering general economic matters have been promulgated in the PRC. Despite this activity to develop the legal system, the PRC's system of laws is not yet complete. Even where adequate law exists in the PRC, enforcement of contracts based on existing law may be uncertain and sporadic and it may be difficult to obtain swift and equitable enforcement or to obtain enforcement of a judgment by a court of another jurisdiction. The relative inexperience of the PRC's judiciary in many cases creates additional uncertainty as to the outcome of any litigation. Further, interpretation of statutes and regulations may be subject to government policies reflecting domestic political changes.
ITEM 3. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer (collectively, the "Certifying Officers") are responsible for establishing and maintaining disclosure controls and procedures for us. Based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing of this Quarterly Report, and subject to the limitations noted hereinafter, the Certifying Officers have concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in this Quarterly Report is accumulated and communicated to management, including our principal executive officers as appropriate, to allow timely decisions regarding required disclosure.
The Certifying Officers have also indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation, and there were no corrective actions with regard to significant deficiencies and material weaknesses.
Our management, including each of the Certifying Officers, does not expect that our disclosure controls or our internal controls will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is regularly involved in routine litigation which is incidental to its business.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On January 10, 2007, the Company issued 250,000 shares of the Company’s common stock issued to Mary Kratka at a price of $.45 per share for a total consideration equal to $112,500.
On January 31, 2007, the Company issued 750,000 shares of the Company’s common stock to Bon Air Group Limited at a price of $.30 per share for a total consideration equal to $225,000.
The foregoing shares were issued pursuant to exemption from registration under Section 4(2) of the Securities Act of 1933.
ITEM 3. DEFAULTS UNDER SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS
Exhibits
Exhibit Number | | |
31.1 | | Rule 13a-14(a)/15d-14(a) Certification (CEO)* |
31.2 | | Rule 13a-14(a)/15d-14(a) Certification (CFO)* |
32.1 | | Section 1350 Certification (CEO)* |
32.2 | | Section 1350 Certification (CFO)* |
*Filed herewith.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: January 7, 2009 | MYSTARU.COM, INC. |
| | |
| By: | /s/ Alan R. Lun |
| | Alan R. Lun |
| | President and Chief Executive Officer (Principal Executive Officer) |
| | |
Date: January 7, 2009 | By: | /s/ James T. Crane |
| | James T. Crane |
| | Chief Financial Officer (Principal Financial and Accounting Officer) |