SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 9 Months Ended |
Sep. 30, 2013 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' |
Basis of presentation | ' |
| a) | Basis of presentation | | | | | | |
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The accompanying unaudited interim consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles pursuant to Regulation S-X of the Securities and Exchange Commission, and include the accounts of the Company, and its subsidiaries and VIEs, Trunkbow, Trunkbow Hong Kong, Trunkbow Shandong, Trunkbow Shenzhen, Trunkbow Technologies and Delixunda. Delixunda is being consolidated from March 10, 2011 (the date of acquisition). Certain information and footnote disclosures normally included in audited consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Accordingly, these interim financial statements should be read in conjunction with the Company's financial statements and related notes as contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2012. |
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In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair presentation of consolidated financial position as of September 30, 2013 and consolidated results of operations, and cash flows for interim periods presented, have been made. The interim results of operations are not necessarily indicative of the operating results to be expected for the full fiscal year or any future periods. |
Principles of Consolidation | ' |
| b) | Principles of Consolidation | | | | | | |
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The consolidated financial statements include the financial statements of the Company, all the subsidiaries and VIEs of the Company. All transactions and balances between the Company and its subsidiaries and VIEs have been eliminated upon consolidation. |
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Reclassification | ' |
| c) | Reclassification | | | | | | |
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The comparative figures have been reclassified to conform to current year presentation. |
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Use of estimates | ' |
d) | Use of estimates | | | | | | | |
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("US GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates. |
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Foreign currency translation | ' |
| e) | Foreign currency translation | | | | | | |
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The functional currency of the Company is United States dollars ("$"), and the functional currency of Trunkbow Hong Kong is Hong Kong dollars ("HK$"). The functional currency of the Company's PRC subsidiaries and VIEs is the Renminbi ("RMB"), and the PRC is the primary economic environment in which the Company operates. |
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For financial reporting purposes, the financial statements of the Company's PRC subsidiaries and VIEs, which are prepared using the RMB, are translated into the Company's reporting currency, the United States Dollar. Assets and liabilities are translated using the exchange rate at each balance sheet date. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders' equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income in shareholders' equity. |
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The exchange rates applied are as follows: |
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| | September 30, | | | December 31, | |
2013 | 2012 |
RMB exchange rate | | | 6.1364 | | | | 6.3086 | |
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| | 2013 | | | 2012 | |
Average RMB exchange rate for the three months ended September 30, | | | 6.1654 | | | | 6.3257 | |
Average RMB exchange rate for the nine months ended September 30, | | | 6.2174 | | | | 6.318 | |
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Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. The resulting exchange differences are included in the determination of net income of the consolidated financial statements for the respective periods. |
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Cash and cash equivalents | ' |
| f) | Cash and cash equivalents | | | | | | |
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Cash and cash equivalents represent cash on hand and deposits held at call with banks. The Group considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. |
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Accounts receivable | ' |
| g) | Accounts receivable | | | | | | |
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Accounts receivable are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts as needed. The allowance for doubtful accounts is the Group's best estimate of the amount of probable credit losses in the Group's existing accounts receivable. The Group determines the allowance based on aging data, historical collection experience, customer specific facts and economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Group did not have any off-balance-sheet credit exposure relating to its customers, suppliers or others. |
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Inventory | ' |
| h) | Inventory | | | | | | |
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Inventories represent hardware and equipment and are stated at the lower of cost or market value, determined using the specific identification method. |
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Property and equipment, net | ' |
| i) | Property and equipment, net | | | | | | |
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Furniture and office equipment, electronic equipment and motor vehicles are recorded at cost less accumulated depreciation. Depreciation is calculated on the straight-line method after taking into account their respective estimated residual values over the following estimated useful lives: |
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| | Years | | | | | | |
Motor vehicles | | 8-Apr | | | | | | |
Furniture and office equipment | | 5 | | | | | | |
Electronic equipment | | 5-Mar | | | | | | |
Telecommunication equipment | | 5-Mar | | | | | | |
Leasehold improvements | | 3 | | | | | | |
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Depreciation expense is included in cost of revenues, selling and distribution expenses, and general and administrative expenses. |
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When furniture and office equipment, electronic equipment and motor vehicles are retired or otherwise disposed of, resulting gain or loss is included in net income or loss in the year of disposition for the difference between the net book value and proceeds received thereon. Maintenance and repairs which do not improve or extend the expected useful lives of the assets are charged to expenses as incurred. |
Impairment of long-lived assets |
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Long-lived assets, such as property, plant and equipment, and purchased intangible asset subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment of long-lived assets was recognized for the nine and three months ended September 30, 2013 and the year ended December 31, 2012. |
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Land use right, net | ' |
j) | Land use right, net | | | | | | | |
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Land use rights are recorded at cost less accumulated amortization. Amortization is provided on a straight-line basis over the estimated useful lives which are generally 50 years and represent the shorter of the estimated usage periods or the terms of the agreements. |
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Intangible assets | ' |
| k) | Intangible assets | | | | | | |
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Intangible assets acquired by the company and have finite useful lives are measured at cost less accumulated amortization and accumulated impairment loss. |
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Fair value measurement | ' |
| l) | Fair value measurement | | | | | | |
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The Group's financial instruments primarily consist of cash and cash equivalents, accounts receivable, advance to suppliers, prepayment, other current assets, accounts payable, accrued expenses and other current liabilities. The carrying values of these financial instruments approximate fair values due to their short maturities. |
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The Group applies the provisions of ASC Subtopic 820-10, Fair Value Measurements, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC Subtopic 820-10 also establishes a framework for measuring fair value and expands disclosures about fair value measurements. |
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ASC Subtopic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. |
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ASC Subtopic 820-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC Subtopic 820-10 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: |
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Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group has the ability to access at the measurement date. |
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Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. |
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Level 3 inputs are unobservable inputs for the asset or liability. |
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The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. |
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A discussion of the valuation technique used to measure the fair value of the warrant is provided in note 17. |
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Revenue recognition | ' |
m) | Revenue recognition | | | | | | | |
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The Group derives revenues from the MVAS Technology Platform and Mobile Payment Solutions in the form of providing system integration, sales of software, patent licensing, maintenance services and revenue sharing for the two services. |
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System integration |
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For the system integration, the Group signs contracts with telecommunication and mobile operators and system integrators to install and integrate the Group's software with the hardware and software purchased from third-party suppliers. |
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Deliverables of system integration include: software, hardware, integration, installation, and training. The provision of services is substantially completed, i.e., when the Group purchases the hardware and software from third-party suppliers, integrates them together with the Group's programs and software, provides installation and training to customers, and customers sign the final acceptance confirmation. |
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System integration includes a significant software portion. The software is not regarded as incidental to the provision of services as a whole because the marketing of such services focuses on the internally developed technologies included in the software. Therefore, ASC 985-605, "Software Revenue Recognition", is applicable for these services. The Group cannot establish vendor-specific objective evidence of the fair values of the deliverables; therefore, according to ASC 985-605, revenue is recognized when the last deliverable in the arrangement is delivered and when all of the following criteria have been met: |
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(1) Persuasive evidence of an arrangement exists; |
(2) Delivery has occurred; |
(3) The vendor's fee is fixed or determinable; and |
(4) Collectability is probable. |
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Some of our contracts include postcontract customer support for a period of twelve months or less. We recognize postcontract customer support revenue together with the initial licensing fee on delivery of the software because all of the following conditions are met: |
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a. The postcontract customer support fee is included with the initial licensing fee. |
b. The postcontract customer support included with the initial license is for one year or less. |
c. The estimated cost of providing postcontract customer support during the arrangement is insignificant. |
d. Unspecified upgrades or enhancements offered during postcontract customer support arrangements historically have been and are expected to continue to be minimal and infrequent. |
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Sales of software |
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The Group enters into contracts directly with the mobile operators or through the resellers where resellers designated by the mobile operators have well-developed operation teams to support local operations so as to enable the mobile operators to provide mobile payment and value-added service to the end-users. |
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The Group recognize revenue in accordance with ASC 985-605, (formerly Statement of Position ("SOP") 97-2 Software Revenue Recognition, as amended and interpreted by Statement of Position 98-9, Modification of SOP 97-2, Software Revenue Recognition, with respect to certain transactions), as well as Technical Practice Aids issued from time to time by the American Institute of Certified Public Accountants and Staff Accounting Bulletin No. 104, Revenue Recognition, that provides further interpretive guidance for public companies on the recognition, presentation and disclosure of revenue in financial statements. |
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The Group generally recognizes revenue from software and system services when all of the following criteria have been met, which is symbolized by the issuance of the final acceptance: |
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(1) Persuasive evidence of an arrangement exists; |
(2) Delivery has occurred; |
(3) The vendor's fee is fixed or determinable; and |
(4) Collectability is probable. |
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Some of our contracts include postcontract customer support for a period of twelve months or less. We recognize postcontract customer support revenue together with the initial licensing fee on delivery of the software because all of the following conditions are met: |
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a. The postcontract customer support fee is included with the initial licensing fee. |
b. The postcontract customer support included with the initial license is for one year or less. |
c. The estimated cost of providing postcontract customer support during the arrangement is insignificant. |
d. Unspecified upgrades or enhancements offered during postcontract customer support arrangements historically have been and are expected to continue to be minimal and infrequent. |
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Patent licensing |
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The Group enters into contracts with local system integrators who further contract with telecommunication and mobile operators, and provides these system integrators with our patents which permit the system integrators to use the Group's patents. The system integrators pay the Group a one-time license fee for obtaining the programs and technologies. According to the contracts, these integrators are responsible for the construction and maintenance of the system platform while the Group assists these integrators during construction in form of providing technologies and programs. No PCS is offered in the patent licensing arrangement. When the construction of system platform is completed, these integrators perform examination and sign the final acceptance. |
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Patent licensing revenues are recognized when all revenue recognition criteria according to ASC 985-605-25 have been met, which is symbolized by the issuance of the final acceptance. Such criteria include: (i) persuasive evidence that an arrangement exists; (ii) delivery having occurred; (iii) the vender's fee is fixed or determinable; and (iv) collectability being probable. We recognize revenue under ASC 985-605-25 because: |
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(i) It is our customary practice to have a signed written agreement between us and our customers. |
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(ii) According to these contracts, the integrators are responsible for the construction and maintenance of the system platform while we assist the integrators during construction by providing technologies and programs. Codes and programs were delivered to the integrators during the construction of the system platform. At the same time, we are obligated to provide training and support until the whole platform, including hardware incorporated with our codes and programs, is confirmed and accepted by the integrators. Revenue is recognized upon the final acceptance being signed by the integrators. |
(iii) It is our policy to not provide customers the right to any adjustments or refund of any portion of their license fees paid, acceptance provisions, cancellation privileges, or rights of return. |
(iv) Collectability is assessed on a customer-by-customer basis. The Company typically sells to customers for whom there is a history of successful collection, and new customers are subject to a credit review process that evaluates the customer's ability to pay. |
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It is the Company's policy to recognize revenue as collected on certain contracts where the Company can not conclude that collection of the sale is reasonably assured. |
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Maintenance services |
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Revenue derived from technical support contracts primarily includes telephone consulting, on-site support, product updates, and releases of new versions of products previously purchased by the customers, as well as error reporting and correction services. Maintenance contracts are typically sold for a separate fee with initial contractual period of one year with renewal for additional periods thereafter. Technical support service revenue is recognized ratably over the term of the service agreement. |
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Revenue sharing |
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We have three to five year contractual agreements with mobile carriers on deploying or managing the mobile value added service platforms or mobile payment platforms. We are obligated to provide maintenance services on the platforms and consulting services to the end-users, and also provide training to the mobile carriers' employees. |
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We share revenues with the mobile carriers based upon 10% to 60% of the fees billed to the end-users. The fees billed to the end-users and subject to revenue sharing include monthly functional fees and telephone bills. Revenue is recognized monthly upon the receipt of the sales and usage reports provided by the mobile carriers. Revenue is reported on a net basis since the mobile carriers act as principal when providing services to the end-users. |
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Royalty income |
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Other than the one-time license fee, the Group also receives royalties for each end-user subscribed to the services. Royalty revenue is recognized when earned and collectability is reasonably assured, based upon the receipt of reports from mobile carriers. |
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Government grants | ' |
| n) | Government grants | | | | | | |
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Government grants are recognized where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. When the grant relates to an expense item, it is recognized as income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate. Where the grant relates to an asset, it is recognized as deferred income and released to income in equal annual amounts over the expected useful life of the related asset. |
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Where the Group receives non-monetary grants, the asset and that grant are recorded at nominal amounts and released to profit or loss over the expected useful life of the relevant asset by equal annual installment. |
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Cost of revenues | ' |
| o) | Cost of revenues | | | | | | |
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Cost of revenues primarily includes cost of equipment and software purchased from third parties and labor costs. |
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Concentration risk | ' |
| p) | Concentration risk | | | | | | |
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Credit risk |
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Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Group places their cash and cash equivalents with financial institutions with high-credit ratings and quality. |
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The Group conducts credit evaluations of customers and generally does not require collateral or other security from customers. The Group establishes an allowance for doubtful accounts primarily based upon the age of the receivables and factors relevant to determining the credit risk of specific customers. The amount of receivables ultimately not collected by the Group has generally been consistent with management's expectations and the allowance established for doubtful accounts. |
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Major Customers |
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The Group had sales to two customers that accounted for approximately 83.1% of revenues during the three months ended September 30, 2013 and three customers who accounted for approximately 90.8% of revenues during the three months ended September 30, 2012. These customers accounted for approximately 27.4% and 34.8% of accounts receivable balance as of September 30, 2013 and December 31, 2012, respectively. |
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The Group had sales to two customers that accounted for approximately 70.3% of revenues during the nine months ended September 30, 2013 and three customers who accounted for approximately 72.4% of revenues during the nine months ended September 30, 2012. These customers accounted for approximately 27.4% and 43.8% of accounts receivable balance as of September 30, 2013 and December 31, 2012, respectively. |
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Major Suppliers |
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The Group had purchases from one and three vendors that accounted for approximately 90.5% and 76.5% of purchases during the three month ended September 30, 2013 and 2012, respectively. These vendors accounted for nil and 35.6% of accounts payable balance as of September 30, 2013 and December 31, 2012. |
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The Group had purchases from two vendors that accounted for approximately 90.7% and 60.9% of purchases during the nine months ended September, 2013 and 2012, respectively. These vendors accounted for nil and 35.6% of accounts payable balance as of September 30, 2013 and December 31, 2012. |
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Research and development expenses | ' |
q) | Research and development expenses | | | | | | | |
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Research and development costs are incurred in the development of technologies in mobile value added service platforms and mobile payment systems, including significant improvements and refinements to existing products and services. The Group applies ASC985-20, "Costs of Computer Software to Be Sold, Leased, or Marketed". In particular, nearly all of the research and development expenditure incurred since the Group's formation has been to establish the technological feasibility of the Group's software and techniques. As a result, all research and development costs are expensed as incurred. |
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Operating leases | ' |
| r) | Operating leases | | | | | | |
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Leases where substantially all the rewards and risks of ownership of assets remain with the lesser are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease periods. |
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Taxation | ' |
| s) | Taxation | | | | | | |
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Income taxes |
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The Group follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between of the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Group records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in the income statement in the period that includes the enactment date. |
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Value added taxes and surcharges |
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The Company's PRC subsidiaries and VIEs are subject to value-added tax ("VAT") on sales. The VAT is 6% or 17% on different types of revenues. The tax rate is 17% on revenues from sales of hardware and software as well as the installation and system integration services which are deemed as mixed-sale of goods. The tax rate on service revenue is 6%. |
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Pursuant to the policies issued by Ministry of Finance, State Taxation Administration and General Administration of Customs for Encouraging Software Industry and Integrated Circuits Industry issued in 2000, an enterprise classified as a "software enterprise" will be entitled to a rebate of its net VAT liability to the extent that it exceeds 3% of the actual VAT burden relating to self-developed software product sales. |
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The Company's PRC subsidiaries and VIEs are also subject to VAT surcharges on the revenues. |
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Uncertain tax positions | ' |
| t) | Uncertain tax positions | | | | | | |
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ASC 740-10-25 prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. For the nine months ended September 30, 2013 and 2012 and the year ended December 31, 2012, the Group did not have any interest and penalties associated with tax positions and the Group did not have any significant unrecognized uncertain tax positions. |
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The Company's subsidiaries and VIEs are subject to taxation in PRC and other tax jurisdictions. There is no ongoing examination by taxing authorities at this time. Various tax years during the nine months ended September 30, 2013 and 2012 and the year ended December 31, 2012 of the Company's subsidiaries and VIEs remain open in the relevant taxing jurisdictions. |
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Earnings per share | ' |
| u) | Earnings per share | | | | | | |
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Earnings per share is calculated in accordance with ASC 260, "Earnings Per Share". Basic earnings per share is computed by dividing income attributable to holders of common stock by the weighted average number of common shares considered to be outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The dilutive effect of outstanding common stock warrants is reflected in the diluted earnings per share by application of the treasury stock method when the impact is dilutive. |
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Appropriated Retained Earnings | ' |
| v) | Appropriated Retained Earnings | | | | | | |
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The income from the Company's subsidiaries and VIEs is distributable to its owners after transfer to statutory reserves as required by relevant PRC laws and regulations and the Company's Articles of Association. As stipulated by the relevant laws and regulations in the PRC, the Company's subsidiaries and VIEs are required to maintain a statutory surplus reserve fund which is non-distributable to shareholders. Appropriations to such reserve are 10% of net profit after taxation determined in accordance with generally accepted accounting principles of the PRC. |
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The statutory surplus reserve fund is established for the purpose of offsetting accumulated losses, enlarging productions or increasing share capital. The appropriation may cease to apply if the balance of the fund is equal to 50% of the entity's registered capital. |
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Comprehensive income | ' |
| w) | Comprehensive income | | | | | | |
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Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. Accumulated other comprehensive income, as presented on the accompanying consolidated balance sheets are the cumulative foreign currency translation adjustments. |
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Commitments and contingencies | ' |
| x) | Commitments and contingencies | | | | | | |
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In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, product and environmental liability, and tax matters. In accordance with ASC 450-20, "Accounting for Contingencies", the Group records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Historically, the Group has not experienced any material service liability claims. |
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Recently issued accounting standards | ' |
| y) | Recently issued accounting standards | | | | | | |
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The FASB has issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this standard is not expected to have a material impact on the consolidated financial position and results of operations. |
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