REDtone Asia (RTAS) 10-Q 2011 Q1 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
TQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: August 31, 2010

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

For the transition period from ____________ to _____________

Commission File No. 333-129388

HOTGATE TECHNOLOGY, INC.
(Exact name of small business issuer as specified in its charter)
		Nevada	71-098116
		(State or other jurisdiction of	(I.R.S. Tax. I.D. No.)
		incorporation or organization)
	Room 1602, Aitken Vanson Centre, 61 Hoi Yuen Rd., Kwun Tong, Hong Kong
	(Address of Principal Executive Offices)
	(852) 2270-0688
	(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports req uired to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.   Yes  T    No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  £   No  £

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

Large accelerated filer *	Non-accelerated filer *
Accelerated filer *  (do not check if smaller reporting company)	Smaller reporting company T

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes *    No  T

State the number of shares outstanding of each of the issuer’s classes of common equity, as of August 31, 2010, are as follows:

Class of Securities	Shares Outstanding
Common Stock, $0.0001 par value	24,723,683

Transitional Small Business Disclosure Format (check one): Yes *       No  T

Hotgate Technology, Inc.

(Previously RNS Software, Inc.)

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation or Plan of Operation	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4T.	Controls and Procedures	20
PART II -OTHER INFORMATION
Item 1.	Legal Proceedings.	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	20
Item 3.	Defaults Upon Senior Securities.	20
Item 4.	[ REMOVED AND RESERVED]	20
Item 5.	Other Information.	21
Item 6.	Exhibits	22
SIGNATURES		23

2

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

Hotgate Technology, Inc.

(Previously RNS Software, Inc.)

As of Quarter Ended August 31, 2010 (unaudited)

Contents

Condensed Consolidated Balance Sheet as of August 31, 2010 (unaudited) and May 31, 2010 (Audited)	4
Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended August 31, 2010 and 2009	5
Condensed Consolidated Statement of Cash Flows (unaudited) for the Three  Months Ended August 31, 2010 and 2009	6
Notes to the Condensed Consolidated Financial Statements (unaudited)	7-11
Unaudited Pro-forma Financial Information: Hotgate Technology, Inc. and Subsidiaries	12
Unaudited Pro-forma Combined Balance Sheet for the period ended August 31, 2010	12
Unaudited Pro-forma Combined Statements of Income and Comprehensive Income for the period ended August 31, 2010 and August 31, 2009	13-14
Notes to Pro-forma Combined Financial Statements	15-16

3

HOTGATE TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

		August 31, 2010 (Unaudited)			May 31, 2010 (Audited)
Assets
Current assets
Cash and cash equivalents	$	21,144	$		9,527
Accounts receivable		6,538			23,919
Amount due from related companies		112,933			-
Deposits, prepayments and other receivables		38,893			15,089
Total current assets		179,508			48,535
Plant and equipment		6,141			14,970
Intangible assets		35,089			42,7 85
	$	220,738	$		106,290
Liabilities and stockholders’ deficit
Liabilities
Current liabilities
Accounts payable	$	27,137	$	30,144
Accrued expenses and other payables		35,583		162,657
Income tax payables		1,092		11,279
Due to minority shareholder		1,085,177		1,025,180
Total liabilities		1,148,989		1,229,260
Stockholders’ deficit
Common stock, $0.0001 par value, 300,000,000 shares authorized; 24,723,684 and 15,557,017 shares issued and outstanding as of August 31, 2010 and May 31, 2010, respectively.	&nbs p;	2,472		1,556
Additional paid in capital		607,925		564,841
Accumulated deficits		(1,528,044)		(1,671,693)
Accumulated other comprehensive losses		(10,604)		(17,674)
Total stockholders’ deficit		(928,251)		(1,122,970)
	$	220,738	$	106,290

See accompanying notes to the condensed consolidated financial statements.

4

HOTGATE TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (UNAUDITED)

		Three months ended August 31,
		2010		2009
Revenue	$	51,204	$	41,579
Cost of revenue		30,000		4,366
Gross margin		21,204		37,213
General and adminis trative expenses		15,546		35,141
Operating profit		5,658		2,072
Other income
Other income		5,384		5,384
Interest income		-		2
Gain on disposal of plant & equipment		-		11,162
Net gain on disposal of subsidiaries		139,677		-
Total other income		145,061		16,548
Income before provision for income taxes		150,719		18,620
Provision for income taxes		-		-
Net income	$	150,719	$	18,620
Other comprehensive loss
Loss on foreign exchange translation		-		(1,469)
Comprehensive income	$	150,719	$	17,151
Net income per share, basic and diluted	$	0.01	$	0.00
Weighted average number of shares		19,642,162		15,557,017

S ee accompanying notes to the condensed consolidated financial statements.

5

HOTGATE TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		Three months ended August 31,
		2010		2009
Cash flows from operating activities
Net income	$	150,719	$	18,620
Adjustments to reconcile net income to net cash used by operating activities:
Amortization expense		2,654		714
Depreciation expense		513		1,304
Gain on disposal of plant & equipment		-		(11,162)
Gain on disposal of subsidiaries		(139,677)		-
Changes in operating assets and liabilities:
Decrease/(increase) in accounts receivable		12,985		(11,536)
Increase in amounts due from related companies		(112,933)		-
Increase in deposits, prepayments and other receivables		(31,155)		(7,010)
Decrease i n accounts payable		(1,923)		(19,213)
Increase in due to minority shareholder		5 9,997		32,021
Increase/(decrease) in accrued liabilities and other payables		29,396		(63,308)
Net cash used in operating activities		(29,424)		(59,570)
Cash flows from investing activities
Disposal of plant and equipment		-		78,828
Disposal of subsidiaries		(2,959)		-
Net cash (used in)/provided by investing activities		(2,959)		78,828
Cash flows from financing activities
Issuance of common stock		44,000		-
Net cash provided by financing activities		44,000		-
Net increase in cash and cash equivalents		11,617		19,258
Effect of exchange rate changes on cash and cash equivalents		-		(1,632)
Cash and cash equivalents at beginning of period		9,527		10,911
Cash and cash equivalents at end of period	$	21,144	$	28,537
Cash paid for interest	$	-	$	-
Cash paid for income taxes	$	-	$	-

See accompanying notes to the condensed consolidated financial statements.

6

HOTGATE TECHNOLOGY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

August 31, 2010

NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES

Hotgate Technology, Inc. (the “Company”) was incorporated on January 6, 2005 in the State of Nevada.  The Company and subsidiaries are a group of companies engaged in the providing of system design, maintenance services and distance call services.

As at August 31, 2010, details of the Company’s subsidiaries are as follows:

-

RT Communications Limited (“RT Communications”), a private limited company incorporated and domiciled in the British Virgin Islands. 

-

Hotgate VMS Technology Limited (“Hotgate VMS”), a private limited company incorporated and domiciled in Hong Kong.

During the three months ended August 31, 2010, the Company entered into the following restructuring arrangements:

(a)

Disposal of subsidiaries

On June 29, 2010, the Company acquired 100% equity interest in RT Communic ations from Sah Yan Suan, the Company’s CEO, at a consideration of USD1.00.

On June 29, 2010, Hotgate Holdings Limited (“Hotgate Holdings”) acquired 100% equity interest in Beijing Hotgate Technology Limited (“Beijing Hotgate”) at a consideration of RMB1 from Hotgate VMS.

On June 29, 2010, RT Communications acquired 100% equity interest in Hotgate VMS by a total cash consideration of HK$1 from Hotgate Holdings.

On June 29, 2010, the Company sold 100% equity interest in Hotgate Holdings to Wimax Asia Limited (“Wimax Asia”) for a total cash consideration of US$3.

Immediately after the above arrangements, the Company has disposed of Hotgate Holdings, Beijin g Hotgate and Hotgate Malaysia (collectively known as the “Hotgate Holdings Group”) to Wimax Asia. Gain on disposal of these subsidiaries of $139,677 was recorded as other income in statement of operations for the three months ended August 31, 2010.

 As the Hotgate Holdings Group was in the same line of business as the Company, there is no discontinued operation for the reporting periods.

(b)

Acquisition of REDtone Telecommunications (China) Limited (“REDtone China”)

On August 2, 2010, the Company entered into a Share Exchange Agreement (“SEA”) with REDtone Technology Sdn. Bhd. and REDtone International Berhad, both of which are incorporated in Malaysia. Upon the closing of the transactions contemplated in the SEA, the Company will acquire 100% ownership of REDtone China.  The transaction was completed subsequent to the balance sheet date.

NOTE 2 – PRINCIPLES OF CONSOLIDATION

The unaudited interim financial statements of the Company and the Company’s subsidiaries (see Note 1) for the three months ended August 31, 2010 and 2009 have been prepared pursuant to the rules & regulations of the SEC. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading.  All significant intercompany balances and transactions have been eliminated. The functional currency for the majority of the Company’s operations is in Renminbi (“RMB”), while the reporting currency is US Dollar.

In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the Company’s financial position as of August 31, 2010, the results of its operations and cash flows for the three months ended August 31, 2010 and 2009.

The results of operations for the three months ended August 31, 2010 are not necessarily indicative of the results for a full year period.

7

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of six months or less to be cash equivalents.  The Company maintains bank accounts in China and Hong Kong.

(b)

Fair Value of Financial Instruments

The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, prepaid expenses and other receivables, amount due from/(to) directors, other liabilities, loans from related parties, debts, accounts payable, accrued expenses and other payables, and taxes payable.

The estimated fair value amounts have been determined by the Company, using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessa rily indicative of the amounts that could be realized or would be paid in a current market exchange.

As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented, due to the short maturities of these instruments and the fact that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profiles at respective period ends.

(c)

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price is fixed or determinable and collectability is reasonably assured.

The majority of the Company's revenue derives from sale of VMS Card.  Sales cycle starts from customers placing orders with the Company.  Revenue is being recognized after physical delivery of VMS Cards have taken place and customer acknowledges receipt delivery with full payment collected upon delivery acceptance.  The Company's pricing structure is fixed and there are no rebate or discount programs. Management conducts credit background checks for new customers as a means to reduce the subjectivity of assuring collectability.

(d)

Earnings Per Share

Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of August 31, 2010 and 2009, there were no dilutive securities outstanding.

(e)

Foreign Currency Translation

The accompanying consolidated financial statements are presented in United States dollars (US$). The functional currencies of the Company are the Hong Kong dollar (HK$) and the Malaysian Ringgit (RM), respectively. Capital accounts of the financial statements are translated into United States dollars from HK$ or RM at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the year.  The translation rates are as follows:

	August 31, 2010	May 31, 2010	August 31, 2009
Year/period end RM : US$ exchange rate	0.3018	0.3025	0.2860
Average yearly/period RM : US$ exchange rate	0.3011	0.2940	0.2857
Year/period end HK$ : US$ exchange rate	0.1282	0.1282	0.1282
Average yearly/period HK$ : US$ exchange rate	0.1282	0.1282	0.1282

8

(f)

Recent Accounting Pronouncements

In April 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2010-17, which amends ASC 605, “Revenue Recognition”.  ASU 2010-17 provides guidance on applying the milestone method to milestone payments for achieving specified performance measure when those payments are related to uncertain future events limited to transactions involving research and development. Entities can make an accounting policy election to recognize arrangement consideration received for achieving specified performance m easure during the period in which the milestones are achieved, provided certain criteria are met. ASU 2010-17 is effective for interim and annual periods beginning on or after June 15, 2010, with early adoption permitted. The Company does not expect the adoption of ASU 2010-17 to have a material impact on its consolidated financial statements.

NOTE 4 – PLANT AND EQUIPMENT

As of the balance sheet dates, the Company’s plant and equipment are summarized as follows:

		August 31, 2010 (Unaudited)		May 31, 2010 (Audited)
At cost:
Computer hardware and software	$	23,325	$	27,564
IT equipment		-		6,326
Furniture, fixtures and equipment		11,477		12,509
Leasehold improvement		10,649		10,649
		45,451		57,048
Less: Accumulated depreciation		39,310		42,078
Plant and equipment , net	$	6,141	$	14,970

Depreciation expense for the three months ended August 31, 2010 and 2009 were $513 and $1,304, respectively.

NOTE 5 – INTANGIBLE ASSETS

As of the balance sheet dates, the Company’s intangible assets are summarized as follows:

		August 31, 2010 (Unaudited)		May 31, 2010 (Audited)
At cost:
Voice mail system software	$	58,974	$	58,974
Customer lists and relationships		-		15,126
		58,974		74,100
Less: Accumulated amortization		23,885		31,315
Intangible assets, net	$	35,089	$	42,785

Amortization expense for the three months ended August 31, 2010 and 2009 amounted to $2,654 and $714 respectively. 

NOTE 6 – AMOUNT DUE FROM RELATED COMPANIES

As of the balance sheet dates, the Company’s amount due from related companies are summarized as follows:

		August 31, 2010 (Unaudited)		May 31, 2009 (Audited)
REDtone China	$	99,599	$	-
Others		13,334		-
Total	$	112,933	$	-

As of the balance sheet dates, the amount due from related companies are interest free, unsecured and has no fixed terms of repayment.

9

NOTE 7 – ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables as of the balance sheet dates are summarized as follows:

		August 31, 2010 (Unaudited)		May 31, 2009 (Audited)
Accrued expenses	$	8,442	$	105,068
Advanced customers’ deposits		-		1,210
Other payables		27,141		56,379
Total	$	35,583	$	162,657

NOTE 8 – DISPOSAL OF SUBSIDIARIES

The Hotgate Holdings Group’s net assets as of the date of disposal are analyzed as follows:

		Unaudited
Assets
Cash and cash equivalents	$	2,959
Accounts receivable, net		4,396
Deposits, prepayments and other receivables		7,351
Plant and equipment, net		8,316
Intangible assets, net		5,042
	$	28,064
Liabilities
Accounts payable	$	1,084
Accrued expenses and other payables		156,473
Amount due to the Company		1,060,318
Income taxes payable		10,187
	$	1,228,062
		-
Net assets deficiency	$	( 1,199,998)
Add: Company write off amount due from Hotgate Holdings Group during the three months ended August 31, 2010		1,060,318
Net impact to the Company	$	(139,680)
Represented by:
Consideration receivable	$	3
Net gain on disposal of subsidiaries		139,677
	$	139,680
Other information:
Exchange translation reserve realized to the Company’s accumulated deficits	$	7,070

NOTE 9 – DUE TO MINORITY SHAREHOLDER

Due to minority shareholder as of August 31, 2010 represented advances from Redtone International Berhad. (&# 147;Redtone”), and payments on behalf of the Company by Redtone which generated from the normal course of business operations.  The amount is unsecured, non-interest bearing and repayable within one year.

10

On August 2, 2010, the Company entered into a Share Exchange Agreement (“SEA”) with REDtone Technology Sdn. Bhd. and REDtone International Berhad, both of which are incorporated in Malaysia. Upon the closing of the transactions contemplated in the SEA, the Company will acquire 100% ownership of REDtone China.  The SEA also provides for the capitalization of the debts due from the Company to Redtone amounting to $1,183,248 which is to be satisfied by way of issuance and allotment of 13,147,197 shares of the Company’s common stock. The capitalization of debts was completed subsequent to the balance sheet date.

NOTE 10 – COMMON STOCK AND WEIGHTED AVERAGE NUMBER OF SHARES

As of the balance sheet dates, the Company has a total of 300,000,000 shares of common shares authorized at US$0.0001 par value.  

Movement in issued common shares and weighted average number of shares during the three months ended August 31, 2010 is analyzed as follows:

	Number of common shares issued
	Original issued common shares	As if one-for-twelve reverse stock split effect retrospectively	Weighted average  number of shares
As of June 1, 2010	186,684,199	15,557,017	15,557,017
Issuance of shares to Grand Trading Investment Limited	110,000,000	9,166,667	4,085,145
As of August 31, 2010	296,684,199	24, 723,684	19,642,162

On July 22, 2010, the Company entered into a Stock Subscription Agreement whereby it sold 110,000,000 of its common shares at a price per share of $0.0004. The shares were purchased by Grand Trading Investment Pte Ltd, of which Lu Kan, Lee Chee Keong, and Tan Chee Chong are the directors.  Lu Kan and Lee Chee Keong are also the shareholders of Grand Trading Investment Pte Ltd.

On July 29, 2010, the Company’s majority shareholders approved a resolution to effect a one-for-twelve reverse stock split of the C ompany’s common stock.   The reverse stock split did not change the number of authorized shares of the Company’s common stock.  The effect of the reverse stock split has been retroactively reflected in the financial statements.

NOTE 11 – INCOME TAX

No provision for income tax has been made for the three months ended August 31, 2010 and 2009, respectively, as the Company did not generate assessable profits during the three months ended August 31, 2010 and 2009, respectively.

NOTE 12 – SUBSEQUENT EVENT

The Company has evaluated for disclosure all subsequent events occurring through October 15, 2010, the date the financial statements were issued and filed wit h the SEC.

Subsequent to the balance sheet date, the Company entered into following agreements:

(a)

Acquisition of REDtone China

On August 2, 2010, the Company entered into a SEA with REDtone Technology Sdn. Bhd. and REDtone International Berhad for the acquisition of 100% ownership of REDtone China. Consideration to be paid by the Company shall be a total of 244,444,444 shares of its common stock (following the reverse split set) in exchange for 100% ownership of REDtone China.  The acquisition was completed on October 7, 2010.

(b)

Conversion of advances to common stock

The SEA also provides for the implementation and completion of the capitalization of the debts due from the Company to REDtone International Berhad amounting to $1,183,248 which is to be satisfied by way of issuance and allotment of 13,147,197 shares of the Company’s common stock.  

The conversion has not been completed as of the date of this report.

11

HOTGATE TECHNOLOGY, INC. AND SUB SIDIARIES

UNAUDITED PRO-FORMA COMBINED BALANCE SHEET

August 31, 2010

								Intercompany
		Hotgate		REDtone China		Reverse takeover		elimination		Pro-forma
		Historical		Historical		Adjustments		Adjustments		Combined
Assets
Current Assets
Inventories	$	-	$	211	$	-	$	-	$	211
Accounts receivable		6,538		55,508		-		-		62,046
Amount due from related companies		112,933		1,204,286		-		(99,599)		1,217,620
Tax recoverable		-		192,712		-		-		192,712
Other receivables and deposits		38,893		336,885		-		-		375,778
Cash and cash equivalents		21,144		4,545,009		-		-		4,566,153
Total current assets		179,508		6,334,611		-		(99,599)		6,414,52 0
Property, plant and equipment, net		6,141		2,572,256		-		-		2,578,397
Intangible assets		35,089		1,893,816		-		-		1,928,905
Available-for-sale investment	&n bsp;	-		390,345		-		-		390,345
Total Assets		220,738		11,191,028	;	-		(99,599)		11,312,167
Liabilities and stockholders’ equity
Liabilities
Deferred income		-		2,066,656		-		-		2,066,656
Accounts payable		27,137		229,088		-		-		256,225
Accrued expenses and other payables		35,583		161,454		-		-		197,037
Due to a minority shareholder		1,085,177		-		(1,085,177)		-		-
Amount due to related companies		-		154,452		-		(99,599)		54,853
Taxes payable		1,092		208,850		-		-		209,942
Total current liabilities		1,148,989		2,820,500		(1,085,177)		(99,599)		2,784,713
Non-current liabilities
Deferred tax liability		-		57,166		-		-		57,166
Total liabilities		1,148,989		2,877,666		(1,085,177)		(99,599)		2,841,879
Stockholders& #146; equity
Issued capital		2,472		7,500,128		(7,474,368)		-		28,232
Additional paid in capital		607,925		-		8,699,222		-		9,307,147
(Accumulated deficit)/retained earnings		(1,528,044)		374,455		(139,677)		-		(1,293,266)
Accumulated other comprehensive income		(10,604)		438,779		-		-		428,175
Total stockholders’ (deficit)/equity		(928,251)		8,313,362		1,085,177		-		8,470,288
Total liabilities and stockholders’ equity	$	220,738	$	11,191,028	$	-		(99,599)	$	11,312,167

12

HOTGATE TECHNOLOGY, INC. AND SUBSIDIARIES

UNAUDITED PRO-FORMA COMBINED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

Three months ended August 31, 2010

		Hotgate		REDtone China		Reverse takeover		Pro-forma
		Historical		Historical		Adjustments		Combined
Revenues	$	51,204	$	1,336,616	$	-	$	1,387,820
Other income and gains		145,061		4,111		(139,677)		9,495
Service costs		30,000		573,898		-		603,898
Administrative expenses		12,379		123,154		-		135,533
Personnel cost		-		142,338		-		142,338
Depreciation expense		513		107,654		-		108,167
Amortization expense		2,654		27,612		-		30,266
Other operating expenses		-		13,386		-		13,386
Income before provision for income tax expense	$	150,719	$	352,685	$	(139,677)	$	363,727
Income tax expense		-		116,152		-		116,152
Net income	$	150,719	$	236,533	$	(139,677)	$	247,575
Other comprehensive income
Loss on foreign currency translation		-		(10,504)		-		(10,504)
Total comprehensive income		150,719		226,029		(139,677)		237,071

13

HOTGATE TECHNOLOGY, INC. AND SUBSIDIARIES

UNAUDITED PRO-FORMA COMBINED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

Three months ended August 31, 2009

		Hotgate		REDtone China		Deconsolidation		Pro-forma
		Historical		Historical		Adjustments		Combined
Revenues	$	41,579	$	486,847	$	(6,735)	$	521,691
Other income and gains		16,548		16,452		(11,162)		21,838
Service costs		3,249		52,207		(3,249)		52,207
Administrative expenses		27,617		104,308		(19,424)		112,501
Personnel cost		6,623		128,628		(6,623)		128,628
Depreciation expense		1,304		106,024		(666)		106,662
Amortization expense		714		27,612		(714)		27,612
Other operating expenses		-		11,892		-		11,892
Income before provision for income tax expense	$	18,620	$	72,628	$	12,779	$	104,027
& nbsp;
Income tax expense		-		18,1 57		-		18,157
Net income	$	18,620	$	54,471	$	12,779	$	85,870
Other comprehensive income
(Loss)/gain on foreign currency translation		(1,469)		(12,483)		1,469		(12,483)
Total comprehensive (loss)/income		17,151		41,988		14,248		73,387

14

HOTGATE TECHNOLOGY, INC. AND SUBSIDIARIES

NOTES TO PRO-FORMA COMBINED FINANCIAL STATEMENTS

August 31, 2010

Note 1 – Basis of preparation

During the three months ended August 31, 2010, the Company entered into the following arrangements:

(a)

Acquisition of REDtone Telecommunications (China) Limited (“Redtone China”).

On August 2, 2010, the Company entered into a Share Exchange Agreement (“SEA”) with Redtone Technology Sdn. Bhd. and Redtone International Berhad, both of which are incorporated in Malaysia.   Upon the closing of the transactions contemplated in the SEA, the Company will acquire 100% ownership of Redtone China.

For accounting purposes, the acquisition of Redtone China by Hotgate has been recorded as a reverse acquisition of a public company and a recapitalization of Redtone China based on factors demonstrating that Hotgate is acquirer for accounting purposes. 

(b)

Capitalization of the debts due from the Company to Redtone International Berhad

The Agreement also provides for the capitalization of the debts due from the Company to Redtone amounting to $1,183,248 which is to be satisfied by way of issuance and allotment of 13,147,197 shares of the Company’s common stock.

(c)

Disposal of Hotgate Holdings Limited, Hotgate Technology (M) Sdn. Bhd and Beijing Hotgate Technology Limited (collectively known as the “Hotgate Holdings Group”).

On June 29, 2010, the Company entered into certain arrangements to dispose of its entire equity interest in Hotgate Holdings Limited, Hotgate Technology (M) Sdn. Bhd and Beijing Hotgate Technology Limited.   For the purpose of this pro-forma financial statem ent, gain on disposal of these subsidiaries of $139,677 are excluded from the income statement.

Note 2 - Pro-forma financial statements

The unaudited pro-forma combined consolidated financial statements for the Year ended August 31, 2010 give effect to the acquisition of Redtone China and the disposal of Hotgate VMS and Hotgate Holdings, as if these arrangements had occurred retroactively. The unaudited pro-forma combined consolidated financial statements have been developed from the audited consolidated accounts of Hotgate and Redtone China. Certain amounts from Hotgate’s historical carve-out financial statements have been reclassified to conform to Redtone China’s presentation.

The unaudited pro-forma combined consolidated financial statements are provided for illustrative purposes only and are not intended to represent the actual consolidated results of operations or the consolidated financial position of Hotgate had the acquisition occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. The unaudited pro-forma combined consolidated financial statements should be read in conjunction with the separate historical financial statements of Hotgate and the historical consolidated financial statements of Redtone China.

NOTE 3   PRO-FORMA ADJUSTMENTS

The pro-forma adjustments included in the unaudited combined consolidated financial statements are as follows:

(a)

Reverse takeover adjustments

1.

Net effect in common stock as a result of issuing shares for the acquisition, and elimination of share capital of Redtone China.

2.

Adjustments in paid up capital as a result of the issuance of ordin ary shares.

3.

Capitalization of the debts due from the Company to Redtone International Berhad as if it happened on August 31, 2010.

(b)

Intercompany elimination adjustments

1.

Elimination of intercompany balances between the Company and Redtone China.

(c)

Deconsolidation adjustments for unaudited pro-forma combined statements of income and comprehensive income for the three months ended August 31, 2009

1.

Deconsolidation of Hotgate Holdings Group as if it had occurred retroactively.

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ITEM 2. MANAGEME NT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "Hotgate believes," "management believes" and similar language. The forward-looking statements are based on the current expectations of HTGT and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. The actual results may differ materially from results anticipated in these forward-looking statements. We base the for ward-looking statements on information currently available to us, and we assume no obligation to update them.

Investors are also advised to refer to the information in our filings with the Securities and Exchange Commission, specifically Forms 10-KSB, 10-QSB and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions.

Except as otherwise indicated by the context, references in this Form 10-Q to “HTGT,” “we,” “us,” “our,” “the Registrant”, “our Company,” or “the Company” are to Hotgate Technology, a Nevada corporation and its consolidated subsidiaries. Unless the context otherwise requires, all references to (i) “BVI” are to British Virgin Islands; (ii) “PRC” and “China” are to the People’s Republic of China; (iii) “U.S. dollar,” “$” and “US$” are to United States dollars; (iv) “RMB” are to Yuan Renminbi of China; (v) “RM” are to Malaysian Ringgit; (vi) “Securities Act” are to the Securities Act of 1933, as amended; and (vii) “Exchange Act” are to the Securities Exchange Act of 1934, as amended.

Business Overview

We are an information and communication technology (ICT) application provider in China and Asia specializing in internet connectivity, internet value-added services, wireless solutions and voice services for the hosp itality industry. We provide consulting, implementation, operating and support services for ICT systems such as telephone systems, internet systems, wireless solutions, and online concierge systems to hotels. Currently, we have offices located in Hong Kong.

However, in anticipation of the tougher year coming ahead, the Group has initiated the cost contention exercise last year and non-profit generating business activities are gradually phasing out, while the management continues to seek new profitable business opportunities.

In line with the management’s decision to seek new profitable business, the Company entered into the SEA on August 2, 2010 with REDtone Technology Sdn. Bhd. and REDtone International Berhad, both of which are incorporated in Malaysia, which was previously reported on Form 8-K filed on August 3, 2010.   Upon the closing of the transact ions contemplated in the Agreement, the Company will acquire 100% ownership of Redtone China. The acquisition was completed on October 7, 2010. Redtone China has subsidiaries in Shanghai which are principally involved in the business of offering discounted call services for end users and corporate segment in Shanghai.   Redtone China is also conducting paperless reload services for prepaid mobile air-time reload for end user in Shanghai covering all three major telecommunication operators namely China Mobile, China Unicom and China Telecom. The details of the SEA are discussed in Note 12 (a) of the Company Financial Statements.

Critical Accounting Policies and Estimates

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

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

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The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price is fixed or determinable and collectability is reasonably assured.

The majority of the Company's revenue derives from sale of VMS Card.  Sales cycle starts from customers placing orders with the Company.    Revenue is being recognized after physical delivery of VMS Cards have taken place and customer acknowledges receipt delivery with full payment collected upon delivery acceptance.  The Company's pricing structure is fixed and there are no rebate or discount programs. Management conducts credit background checks for new customers as a means to reduce the subjectivity of assuring collectability.

Recent Accounting Pronouncements

The Company does not expect the adoption of any recent accounting pronouncements will have any material impact on its financial statements.

Results o f Operations

Three Months Ended August 31, 2010 as Compared to Three Months Ended August 31, 2009

The following table summarizes the results of our operations during the three months periods ended August 31, 2010 and 2009, and associated percentage changes for comparisons purposes

		Three months ended August 31,
		2010	2009	+/-	% changes
Revenue	$	51,204	41,579	9,625	23%
Cost of revenue		30,000	4,366	25,634	587%
Gross margin		21,204	37,213	(16,009)	-43%
General and administrative expenses		15,546	35,141	(19,595)	-56%
Operating profit		5,658	2,072	3,586	173%
Other income				-	N/A
Other income		5,384	5,384	-	0%
Interest income		-	2	(2)	-100%
Gain on disposal of subsidiaries		139,677	-	139,677	N/A
Gain on disposal of plant & Equipment		-	11,163	(11,163)	-100%
Total other income		145,061	16,548	128,513	777%
Income before provision for income taxes		150,719	18,620	132,099	709%
Provision for income taxes		-	-	-	N/A
Net income	$	150,719	18,620	132,099	709%

Revenues

The Group has generated revenue US$51,204 in this curr ent quarter representing a 23% increase as compared with the same period last year. The increase is mainly due to increase in sales of VMS cards in China.

Cost of goods sold and gross profit

Gross profit has dropped to US$21,204 as cost of goods sold increase to US$25,634 in the current quarter as sales were generated solely from VMS card sales with associated cost of sales.  In the same period last year, gross margin was higher as sales were mainly derived from service income.

General and administrative expenses

General and administrative expenses total US$15,546, which represents a 56% decrease from the same per iod last year.  The decrease is mainly due to cost contention exercise undertaken by the Group.

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Other income:  Gain on disposal of subsidiaries

The Group recorded a gain on disposal of subsidiaries namely Hotgate Technology (M) Sdn. Bhd., Beijing Hotgate Technology Limited and Hotgate Holdings Ltd. totaling US$139,677 to unrelated parties.

 Income before provision for income tax

Income before provision for income tax total US$150,719, which represents a 709% increase from the same period last year mainly due to gain on disposal of subsidiaries recorded in the current quarter.

Provision for taxes

No provision for taxation was made for the three months period ended August 31, 2010 and 2009

Liquidity and Capital Resources

Cash

Our cash balance at August 31, 2010, was $21,144, representing a decrease of $7,393 compared with our cash balance of $28,537 at August 31, 2009.

Cash Flow

	Three months ended August 31,
	2010	2009	Percentage change
Net cash used in operating activities	(29,424)	(59,570)	-51%
Net cash (used in)/provided by investing activities	(2,959)	78,828	N/A
Net cash provided by financing activities	44,000	-	N/A
Net increase in cash and cash equivalents	11,617	19,258	-40%

Cash outflows from operations during the three months ended August 31, 2010 amounted to $29,424 as compared to net cash outflows from operations of $59,570 in the same period of 2009, due to cessation of China operations and the on-going downsizing in the Group.

Our cash outflows in investing activities during the three months ended August 31, 2010 amounted to $2,959 as compared to cash inflows of $78,828 for the same period in 2009. The cash outflow in the investing activities for the current quarter is primarily due to net proceeds from disposal of subsidiaries while the cash inflow for period ended August 31, 2009 is mainly due to proceeds from disposal of plant and equipment.  

The Group generated $44,000 from financing activities in the current quarter from issuance of 110,000,000 shares of common stock at US$0.0004 per share.  No financing activity recorded in the same period last year.

Working Capital

Our working capital was deficit of US$969,481 as at August 31, 2010.  The management expects the Group financial position will improve after the acquisition of Redtone China Group as disclosed in Note 12 (a) of the Company Financial Statements and as evident in the Proforma Group Balance Sheet.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks arising from adverse changes in market rates and prices, such as foreign exchange fluctuations and interest rates, which could impact our results of operations and financial position. We do not currently engage in any hedging or other market risk management tools, and we do not enter into derivatives or other financial instruments for trading or speculative purposes.

Foreign Currency Exchange Rate Risk

Fluctuations in the rate of exchange between the U.S. dollar and foreign currencies in Chinese Renminbi (“RMB”), Malaysian Ringgit (“RM”) and Hong Kong Doll ar (“HK$”) could adversely affect our financial results. We expect that foreign currencies will continue to represent a similarly significant percentage of our sales in the future. Selling, marketing and administrative costs related to these sales are largely denominated in the same respective currency, thereby mitigating our transaction risk exposure. We therefore believe that the risk of a significant impact on our operating income from foreign currency fluctuations is not substantial. However, for sales not denominated in U.S. dollars, if there is an increase in the rate at which a foreign currency is exchanged for U.S. dollars, it will require more of the foreign currency to equal a specified amount of U.S. dollars than before the rate increase. In such cases and if we price our products in the foreign currency, we will receive less in U.S. dollars than we did before the rate increase went into effect. If we price our products in U.S. dollars and competitors price their products in local curren cy, an increase in the relative strength of the U.S. dollar could result in our price not being competitive in a market where business is transacted in the local currency. All of our sales and expenses denominated in foreign currencies are denominated in the RMB, RM and HK$. Our principal exchange rate risk therefore exists between the U.S. dollar and these currencies. Fluctuations from the beginning to the end of any given reporting period result in the re-measurement of our foreign currency-denominated receivables and payables, generating currency transaction gains or losses that impact our non-operating income/expense levels in the respective period and are reported in other (income) expense, net in our combined consolidated financial statements. We do not currently hedge our exposure to foreign currency exchange rate fluctuations. We may, however, hedge such exposure to foreign currency exchange rate fluctuations in the future.

Interest Rate Risk

Changes in interest rates may affect the interest paid (or earned) and therefore affect our cash flows and results of operations. However, we do not believe that this interest rate change risk is significant.

Inflation

Inflation has not had a material impact on the Company's business in recent years.

Currency Exchange Fluctuations

The Company's revenues and its expenses are denominated in RMB, RM and HK$. The value of these foreign currency-to-U.S. dollars may fluctuate and is affected by, among other things, changes in political and economic conditi ons. Since 1994, the conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates set by the People's Bank of China, which are set daily based on the previous day's inter-bank foreign exchange market rates and current exchange rates on the world financial markets. Since 1994, the official exchange rate for the conversion of RMB to U.S. dollars had generally been stable and RMB had appreciated slightly against the U.S. dollar. However, on July 21, 2005, the Chinese government changed its policy of pegging the value of RMB to the U.S. dollar. Under the new policy, RMB may fluctuate within a narrow and managed band against a basket of certain foreign currencies. Recently there has been increased political pressure on the Chinese government to decouple the RMB from the United States dollar. At the recent quarterly regular meeting of People's Bank of China, its Currency Policy Committee affirmed the effects of the reform on RMB exchange rate. Since February 2006, the new currency rat e system has been operated; the currency rate of RMB has become more flexible while basically maintaining stable and the expectation for a larger appreciation range is shrinking. The Company has never engaged in currency hedging operations and has no present intention to do so.

Concentration of Credit Risk

Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions as described below:

&nb sp;

1.     The Company's business is characterized by new product and service development and evolving industry standards and regulations. Inherent in the Company's business are various risks and uncertainties, including the impact from the volatility of the stock market, limited operating history, uncertain profitability and the ability to raise additional capital.

19

2.     The Company's revenue is deriving from China, Malaysia and Hong Kong. Changes in laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversio n, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material adverse effect on our business, results of operations and financial condition.

3.     If the Company is unable to derive any revenues from these countries, it would have a significant, financially disruptive effect on the normal operations of the Company.

ITEM 4T. CONTROL AND PROCEDURES

Evaluation of disclosure controls and procedures

As of August 31, 2010, the end of the period covered by this Form 10-Q, our management performed, under the supervision and with the participation of our principal executive offi cer and principal financial officer, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of August 31, 2010, our disclosure controls and procedures were effective, in that they provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

Changes in internal controls

There were no material changes in the Company’s internal controls or in other factors that could materially affect these controls subsequent to the date of their evaluation. Disclosure controls and procedures are the Company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. There were no changes in the Company’s internal control over financial reporting that occurred during the last quarter that has materially affected, or is reasonable likely to materially affect, the Company’s internal control over financial reporting.

Sarbanes - Oxley Act 404 compliance

The Company anticipates that it will be fully compliant with section 404 of the Sarbanes-Oxley Act of 2002 by the required date for non-accelerated filers and it is in the process of reviewing its internal control systems in order to be compliant with Section 404 of the Sarbanes Oxley Act. However, at this time the Company makes no representation that its systems of internal control comply with Section 404 of the Sarbanes-Oxley Act.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company may from time to time be involved in various claims, lawsuits, and disputes with third parties, actions involving allegations of discrimination, or breach of contract actions incidental to the operatio n of its business. The Company is not currently involved in any such litigation that it believes could have a materially adverse effect on its financial condition or results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

           Unregistered sales of equity securities is being disclosed in Item 5 below and  announcements have been made in a Form 8-K filed by the Company on  July 22, 2010, August 03, 2010 and September 30, 2010 respectively.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There have been no material defaults for the quarter ended August 31, 2010.

ITEM 4.  [R EMOVED AND RESERVED]

20

ITEM 5. OTHER INFORMATION

The Company has evaluated for disclosure all subsequent events occurring through October 15, 2010, the date the financial statements were issued.

For the period ended August 31, 2010, the Company entered into following agreements:

(a)       On 29 June 2010, the Company entered into the following:

1.

Share Sale Agreement between the Company and Yan Suan Sah, the CEO of the Company for the acquisition by the Company of 1 share in RT Communications Limited, representing 100% equity interest in RT Communications Limited for a total cash consideration of USD1.00;

2.

Share Sale Agreement between Hotgate VMS Technology Limited (“Hotgate VMS”) and Hotgate Holdings Limited for the disposal by Hotgate VMS of USD166,025 in the issued and paid-up capital of Beijing Hotgate Technology Limited, representing 100% equity interest in Beijing Hotgate Technology Limited for a total cash consideratio n of RMB1.00;

3.

Share Sale Agreement between Hotgate Holdings Limited and RT Communications Limited for the acquisition by RT Communications Limited of 500,000 shares of HKD1.00 each in Hotgate VMS, representing 100% equity interest in Hotgate VMS for a total cash consideration of HKD1.00; and

4.

Share Sale Agreement between the Company and Wimax Asia Limited for the disposal by Hotgate of 100,000,000 issued shares of one class with no par value in Hotgate Holdings Limited, representing 100% equity interest in Hotgate Holdings Limited for a total cash consideratio n of USD3.00.

(b)

On July 22, 2010, the Company entered into a Stock Subscription Agreement whereby it sold 110,000,000 of its common shares at a price per share of $0.0004. The shares were purchased by Grand Trading Investment Pte Ltd, of which Lu Kan, Lee Chee Keong, and Tan Chee Chong are the directors.  Lu Kan and Lee Chee Keong are also the shareholders of Grand Trading Investment Pte Ltd.

(c)

On August 2, 2010, the Company entered into a Share Exchange Agreement (“SEA”) with REDtone Technology Sdn. Bhd. and REDtone International Berhad, both o f which are incorporated in Malaysia.   Upon the closing of the transactions contemplated in the SEA, the Company will acquire 100% ownership of REDtone Telecommunications (China) Limited (“REDtone China”).

Consideration to be paid by the Company shall be a total of 244,444,444 shares of its common stock  (following the reverse split set forth in item (d) below) in exchange for 100% ownership of REDtone China (such share exchange shall be referred to herein as the “Exchange”)

The SEA also provide for the implementation and completion of the capitalization of the debts due from the Company to REDtone International Berhad which is to be satisfied by way of issuance and allotment of 13,147,197 shares of the Company’s common stock and the presentation of any required financial statements for the completion of the transaction as required by applicable law.

(d)

On July 29, 2010, the Company’s majority shareholders approved a resolution to effect a one-for-twelve reverse stock split of the Company’s common stock.

(e)

As a result of the reverse stock split, every twelve shares of the Company’s issued and outstanding common stock was combined into one share of common stock, and the number of shares of the Company’s common stock outstanding as of the date of this report was reduced from approximately 297 million shares to approximately 25 million shares.  The reverse stock split did not change the number of authorized shares of the Company’s common stock.

21

ITEM 6 - EXHIBITS

The following exhibits are furnished as part of the Quarterly Report on Form 10-Q:

Exhibit Number	Description
31.1	Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer furnished pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

22

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: October 15,  2010	Hotgate Technology, Inc.
	By:
		/s/  Yan Suan Sah
		Name: Yan Suan Sah
		Title:  Chief Executive Officer
	By:
		/s/ Yan Suan Sah
		Name: Yan Suan Sah
		Title:  Chief Financial Officer

23