SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 00054146
(Exact Name of Registrant as Specified in its Charter)
FUN WORLD MEDIA, INC.
(Exact Name of Registrant as Sepcified in its Charter)
Delaware 27-3566984
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1230 Chanruss Place
Beverly Hills, California 90210
(Address of principal executive offices) (zip code)
310-804-3319
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant 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 Accelerated Filer
Non-accelerated filer Smaller reporting company X
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
March 31, 2012
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Balance Sheets as of March 31, 2012 (unaudited) and December 31, 2011 1
Statements of Operations for the Three Months Ended March 31, 2012
and 2011 and for the Period from July 10, 2010 (Inception) to
March 31, 2012 (unaudited) 2
Statements of Cash Flows for the Three Months Ended March 31, 2012
and 2011 and for the Period from July 20, 2010 (Inception) to
March 31, 2012 (unaudited) 3
Notes to Financial Statements (unaudited) 4-7
FUN WORLD MEDIA
(formerly known as DEYANG INTERNATIONAL GROUP LTD.)
(A Development Stage Company)
BALANCE SHEETS
ASSETS
March 31, December 31,
2012 2011
---------- -----------
(Unaudited)
Current assets
Cash $ 100 $ 2,000
--------- ---------
TOTAL ASSETS $ 100 $ 2,000
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Due to shareholder $ 8,380 $ -
Accrued liabilities - 400
--------- ---------
Total liabilities 8,380 400
--------- ---------
Stockholders' equity (deficit)
Preferred stock, $0.0001 par value,
20,000,000 shares authorized;
no shares issued and outstanding - -
Common stock, $0.0001 par value,
100,000,000 shares authorized;
20,000,000 shares issued and
outstanding as of March 31, 2012
and December 31, 2011 2,000 2,000
Additional paid-in capital 3,750 3,750
Deficit accumulated during the
development stage (14,030) (4,150)
--------- ---------
Total stockholders' equity (deficit) (8,280) 1,600
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 100 $ 2,000
========= =========
The accompanying notes are an integral part of these financial statements.
1
FUN WORLD MEDIA
(formerly known as DEYANG INTERNATIONAL GROUP LTD.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
The three The three For the period from
months ended months ended July 19, 2010
March 31, March 31, (inception) to
2012 2011 March 31, 2012
------------- ------------ -----------------
Sales $ - $ - $ -
Cost of sales - - -
------------- ------------ -----------------
Gross profit - - -
------------- ------------ -----------------
Operating expenses 9,880 - 14,030
------------- ------------ -----------------
Net loss $ (9,880) $ - $ (14,030)
============== ============ ================
Loss per share -
basic and diluted $ (0.00) $ -
============= ============
Weighted average shares -
basic and diluted 20,000,000 20,000,000
------------- ------------
The accompanying notes are an integral part of these financial statements.
2
FUN WORLD MEDIA
(formerly known as DEYANG INTERNATIONAL GROUP LTD.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)
The three The three For the period from
months ended months ended July 19, 2010
March 31, March 31, (inception) to
2012 2011 March 31, 2012
------------- ------------ -----------------
OPERATING ACTIVITIES
Net loss $ (9,880) $ - $ (14,030)
Changes in operating assets
and liabilites
Accrued liabilities (400) - -
------------- ------------ -----------------
Net cash used in
operating activities (10,280) - (14,030)
------------- ------------ -----------------
FINANCING ACTIVITIES
Proceeds from the issuance of
common stock - - 2,000
Shareholder contribution - - 3,750
Due to shareholder 8,380 - 8,380
------------- ------------ -----------------
Net cash provided by
financing activities 8,380 - 14,130
------------- ------------ -----------------
Net increase (decrease)
in cash (1,900) - 100
Cash, beginning of period $ 2,000 2,000 -
------------- ------------ -----------------
Cash, end of period $ 100 $ 2,000 $ 100
============ ============ =================
The accompanying notes are an integral part of these financial statements.
3
FUN WORLD MEDIA
(formerly known as DEYANG INTERNATIONAL GROUP LTD.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
NATURE OF OPERATIONS
Fun Media World, Inc. ("the Company"), formerly known as De Yang
International Group Ltd., was incorporated under the name of Pinewood
Acquisition Corporation under the laws of the State of Delaware on
July 19, 2010 and was originally to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and
acquisitions. In May 2011, there was a change of control of Pinewood
Acquisition Corporation, and the Company changed its name to De Yang
International Group Ltd.
On March 2, 2012, Mr. Yanshi (Steven) Chen, the owner of 17,000,000
shares of the Company 's common stock and DEP Group (a BVI
corporation), the owner of 2,500,000 shares of the Company's common
stock, transferred all such shares aggregating 19,500,000 shares of
the outstanding 20,000,000 shares (97.5%) of the Company's common
stock to Joseph Merhi.
On March 2, 2012, the shareholders of the Company elected new
directors and the existing directors of the Corporation resigned and
simultaneously the then officers of the Company resigned and new
officers were appointed.
On March 2, 2012, the shareholders of the Company and the Board of
Directors unanimously approved the change of the Company's name to
Fun World Media, Inc. and filed such change with the State of
Delaware.
The Company has been in the developmental stage since inception and
its operations to date have been limited to issuing shares to its
shareholders. The Company will not make a decision on any possible
business combination until it receives the financial report of such
possible target company and management has the opportunity to review
and evaluate the report. In most instances the target company will wish
to structure the business combination to be within the definition of a
tax-free reorganization under Section 351 or Section 368 of the Internal
Revenue Code of 1986, as amended. No assurances can be given that the
Company will be successful in locating or negotiating with any target
company. The Company has been formed to provide a method for a
foreign or domestic private company to become a reporting company
with a class of securities registered under the Securities Exchange
Act of 1934. The Company selected December 31 as its fiscal year end.
BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC) for interim financial information. Accordingly, they
do not include all of the information and notes required by U.S. GAAP
for complete financial statements. The unaudited accompanying financial
statements include all adjustments, composed of normal recurring
adjustments, considered necessary by management to fairly state our
results of operations, financial position and cash flows. The operating
results for interim periods are not necessarily indicative of results
that may be expected for any other interim period or for the full year.
These unaudited financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in our
Annual Report on Form 10-K for the year ended December 31, 2011
(2011 Form 10-K) as filed with the SEC.
4
FUN WORLD MEDIA
(formerly known as DEYANG INTERNATIONAL GROUP LTD.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
USE OF ESTIMATES
The preparation of financial statements in conformity with 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 revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. The Company did
not have cash balances in excess of the Federal Deposit Insurance
Corporation limit as of March 31, 2012 and December 31, 2011.
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax
assets will not be realized. As of March 31, 212 and December 31, 2011,
there were no deferred taxes.
LOSS PER COMMON SHARE
Basic loss per common shares excludes dilution and is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted loss per common share reflects
the potential dilution that could occur if securities or other contracts
to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the loss
of the entity. As of March 31, 2012 and December 31, 2011, there are
no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting 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 on a recurring basis.
Additionally, the Company adopted guidance for fair value measurement
related to nonfinancial items that are recognized and disclosed at fair
value in the financial statements on a nonrecurring basis. The guidance
establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques 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:
5
FUN WORLD MEDIA
(formerly known as DEYANG INTERNATIONAL GROUP LTD.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to
access at the measurement date.
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.
Level 3 inputs are unobservable inputs for the asset or liability.
The level in the fair value hierarchy within which a fair measurement in
its entirety falls is based on the lowest level input that is significant
to the fair value measurement in its entirety.
Management believes it is not practical to estimate the fair value due
to stockholder because the transactions cannot be assumed to have been
consummated at arm's length, the termsare not deemed to be market terms,
there are no quoted values available for these instruments, and an
independent valuation would not be practical due to the lack of data
regarding similar instruments, if any, and the associated potential
costs.
NOTE 2 - GOING CONCERN
The Company has sustained operating losses and an accumulated deficit of
$14,030 since inception of the Company on July 19, 2010 through March 31,
2012. The Company's continuation as a going concern is dependent on its
ability to generate sufficient cash flows from operations to meet its
obligations, which it has not been able to accomplish to date, and/or
obtain additional financing from its stockholders and/or other third
parties.
These financial statements have been prepared on a going concern basis,
which implies the Company will continue to meet its obligations and
continue its operations for the next fiscal year. The continuation of
the Company as a going concern is dependent upon financial support from
its stockholders, the ability of the Company to obtain necessary equity
financing to continue operations, successfully locating and negotiate
with a business entity for the combination of that target company with
the Company.
The management of the Company plans to use their personal funds to
pay all expenses incurred by the Company in 2012. There is no assurance
that the Company will ever be profitable. The financial statements do
not include any adjustments to reflect the possible future effects on
the recoverability and classification of assets or the amounts and
classifications of liabilities that may result should the Company be
unable to continue as a going concern.
6
FUN WORLD MEDIA
(formerly known as DEYANG INTERNATIONAL GROUP LTD.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve
Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and International Financial Reporting Standards (IFRS) of Fair
Value Measurement Topic 820." ASU 2011-04 is intended to provide
a consistent definition of fair value and improve the comparability of
fair value measurements presented and disclosed in financial statements
prepared in accordance with U.S. GAAP and IFRS. The amendments
include those that clarify the FASB's intent about the application of
existing fair value measurement and disclosure requirements, as well
as those that change a particular principle or requirement for measuring
fair value or for disclosing information about fair value measurements.
This update is effective for annual and interim periods beginning after
December 15, 2011. This ASU did not have a material impact on the
Company's financial statements and related disclosures.
NOTE 4 STOCKHOLDERS' EQUITY
The Company is authorized to issue 100,000,000 shares of common
stock and 20,000,000 shares of preferred stock. As of March 31, 2012,
there are 20,000,000 shares of common stock issued and outstanding and
none of preferred stock.
On July 19, 2010, the Company issued 20,000,000 common shares to its
sole director and officer for $2,000 in cash.
On May 27, 2011, the Company redeemed from its then two shareholders
an aggregate of 19,500,000 of its 20,000,000 shares of outstanding stock
at a redemption price of $0.0001 per share for an aggregate redemption
price of $1,950.
On June 1, 2011, the Company issued 19,500,000 shares of common
stock to new unrelated third party investors in order to evoke a change
in ownership.
NOTE 5 RELATED PARTY TRANSACTIONS
The Company owes $8,380 to one of its shareholders. These funds were
used to pay the fee for the audit of the Company's financial statements
as of and for the year ended December 31, 2011. This related party payable
is non-interest bearing, has no specified repayment date, and is due on
demand.
NOTE 6 SUBSEQUENT EVENTS
In preparing these financial statements, the Company has evaluated
events and transactions for potential recognition or disclosure through
the date the financial statements were issued, and identified no events
or transactions that required recognition or disclosure.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Fun World Media, Inc. (formerly De Yang International Group Ltd.)
("Fun World" or the "Company") was incorporated as Pinewood Acquisition
Corporation ("Pinewood") on July 19, 2010 under the laws of the State of
Delaware to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions. On May 24, 2011, Pinewood
amended its certificate of incorporation to change its name to De Yang
International Group Ltd. and on March 2, 2012 De Yang amended its
certificate of incorporation to change its name to Fun World Media, Inc.
On October 7, 2010, the Company registered its common stock on
a Form 10 registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The Company
files with the Securities and Exchange Commission periodic and current
reports under Rule 13(a) of the Exchange Act, including quarterly reports
on Form 10-Q and annual reports Form 10-K.
The Company has sustained operating losses since inception of the
Company on July 19, 2010. The Company has a total stockholders' deficit
of $8,280.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support
from its stockholders, its ability to obtain necessary equity financing
to continue operations and/or to successfully locate and negotiate with
a business entity for the combination of that target company with the
Company.
On March 2, 2012, the Company effected a change in control by the
following actions:
1. On March 2, 2012, new officers and directors were appointed
and elected and the then current officers and directors resigned.
2. 19,500,000 shares of the Company's outstanding common stock
representing 97.5% of such outstanding shares held by two shareholders
of the Company were transferred.
The Company filed a Form 8-K with the Securities and Exchange
Commission noticing the change of control and change of company name.
The management of the Company plans to use their personal funds
to pay all expenses incurred by the Company in 2012. There is no
assurance that the Company will ever be profitable.
The Company has been in the developmental stage since inception and
its operations to date have been limited to filing a registration statement
and issuing shares of its common stock to the original shareholders and
to the subsequent shareholders to whom control of the Company was
transferred. The Company has been formed to provide a method for a foreign
or domestic private company to become a reporting company with a class
of securities registered under the Securities Exchange Act of 1934.
A combination will normally take the form of a merger, stock-for-
stock exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
With the a change in control in 2012, the Company has new management
and the Company anticipates that it may enter into a business combination
with an operating entertainment and hospitality business. No agreements
have been reached on terms of any such possible combination and no contracts
nor other documents have been executed. Such entertainment and hospitality
business was founded in 2011 by the Chief Executive Officer of the Company
and it is in the process of obtaining audited financial statements.
The Company will not make a decision on any possible business
combination until it receives the financial report of such possible
target company and management has the opportunity to review and evaluate
the report. There is no assurance that the Company will be successful in
locating or negotiating with any target company.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. As an emerging growth company,
Management's report was not subject to attestation by the Company's
registered public accounting firm.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
NUMBER OF
DATE NAME SHARES
July 19, 2010 Tiber Creek 10,000,000
Corporation (1) (9,750,000 of which redeemed)
July 19, 2010 MB Americus LLC (2) 10,000,000
(9,750,000 of which redeemed)
June 1, 2011 Yanshi (Steven) Chen 17,000,000 (3)
June 1, 2011 DEP Group 2,500,000 (3)
(1) James Cassidy is the sole shareholder and director of Tiber Creek
Corporation, a Delaware corporation, and Mr. Cassidy may be deemed to be
the beneficial owner of the shares of stock owned by Tiber Creek
Corporation.
(2) James McKillop is the sole principal of MB Americus LLC, a
California limited liability corporation. Mr. McKillop is deemed to
be the beneficial owner of the shares of stock owned by MB Americus LLC.
(3) On March 2, 2012, these shares were transferred to Joseph Merhi.
Item 6. Selected Financial Data.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security
holders during the quarter covered by this Report.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
FUN WORLD MEDIA, INC.
By: /s/ Joseph Merhi
President and Chief Financial Officer
Dated: May 15, 2012