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EX-10.10 - EXHIBIT 10.10 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_10.htm
EX-5.1 - EXHIBIT 5.1 - DECOR PRODUCTS INTERNATIONAL, INC.ex5_1.htm
EX-10.22 - EXHIBIT 10.22 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_22.htm
EX-10.3 - EXHIBIT 10.3 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_3.htm
EX-10.21 - EXHIBIT 10.21 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_21.htm
EX-10.2 - EXHIBIT 10.2 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_2.htm
EX-10.23 - EXHIBIT 10.23 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_23.htm
EX-10.25 - EXHIBIT 10.25 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_25.htm
EX-3.1 - EXHIBIT 3.1 - DECOR PRODUCTS INTERNATIONAL, INC.ex3_1.htm
EX-10.27 - EXHIBIT 10.27 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_27.htm
EX-10.35 - EXHIBIT 10.35 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_35.htm
EX-10.17 - EXHIBIT 10.17 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_17.htm
EX-10.12 - EXHIBIT 10.12 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_12.htm
EX-10.13 - EXHIBIT 10.13 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_13.htm
EX-3.2 - EXHIBIT 3.2 - DECOR PRODUCTS INTERNATIONAL, INC.ex3_2.htm
EX-10.33 - EXHIBIT 10.33 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_33.htm
EX-10.7 - EXHIBIT 10.7 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_7.htm
EX-10.31 - EXHIBIT 10.31 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_31.htm
EX-10.1 - EXHIBIT 10.1 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_1.htm
EX-10.24 - EXHIBIT 10.24 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_24.htm
EX-10.9 - EXHIBIT 10.9 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_9.htm
EX-10.8 - EXHIBIT 10.8 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_8.htm
EX-3.3 - EXHIBIT 3.3 - DECOR PRODUCTS INTERNATIONAL, INC.ex3_3.htm
EX-10.19 - EXHIBIT 10.19 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_19.htm
EX-10.29 - EXHIBIT 10.29 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_29.htm
EX-10.15 - EXHIBIT 10.15 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_15.htm
EX-10.16 - EXHIBIT 10.16 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_16.htm
EX-10.26 - EXHIBIT 10.26 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_26.htm
EX-14.1 - EXHIBIT 14.1 - DECOR PRODUCTS INTERNATIONAL, INC.ex14_1.htm
EX-10.20 - EXHIBIT 10.20 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_20.htm
EX-10.11 - EXHIBIT 10.11 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_11.htm
EX-10.4 - EXHIBIT 10.4 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_4.htm
EX-10.30 - EXHIBIT 10.30 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_30.htm
EX-10.32 - EXHIBIT 10.32 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_32.htm
EX-10.14 - EXHIBIT 10.14 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_14.htm
EX-10.6 - EXHIBIT 10.6 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_6.htm
EX-10.18 - EXHIBIT 10.18 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_18.htm
EX-23.1 - EXHIBIT 23.1 - DECOR PRODUCTS INTERNATIONAL, INC.ex23_1.htm
EX-10.5 - EXHIBIT 10.5 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_5.htm
EX-10.28 - EXHIBIT 10.28 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_28.htm
EX-10.34 - EXHIBIT 10.34 - DECOR PRODUCTS INTERNATIONAL, INC.ex10_34.htm
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
   

DÉCOR PRODUCTS INTERNATIONAL, INC.
 (Exact Name of Registrant as Specified in Its Charter)
         
Florida
 
2670
 
20-8565429
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification Number)
  
Décor Products International, Inc.
No. 6 Economic Zone, Wushaliwu, Chang’an Town
Dongguan, Guangdong Province, China
Telephone No.:  0769-85533948
(Name, Address and Telephone Number
of Principal Executive Offices and Agent for Service)
  
Copies of communications to:
 
JPF Securities Law, LLC.
19720 Jetton Road
Suite 300
Cornelius, NC 28031
Telephone No.: (704) 897-8334
Facsimile No.: (704) 897-8349

Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   x
 
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
 
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
 
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
 
Indicate by check mark whether the registrants is a large accelerated filed, 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            ¨ (Do not check if a smaller reporting company)
Smaller reporting Company   x
 
1

 
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered
  
Amount to be
Registered
  
Proposed
Maximum
Offering Price
  
Proposed Maximum
Aggregate Offering
Price
  
Amount of
Registration
Fee
Common Stock (1)(2)
  
5,285,000
  
$1.00
  
$
5,285,000
  
$
294.90
Total:
  
5,285,000
  
$1.00
  
$
5,285,000
 
$
294.90
                       
(1)
 
 
(2)
Estimated solely for the purpose of calculating the registration fee required by Section 6(B) of the Securities Act and computed pursuant to Rule 457(o) under the Securities Act. No exchange or over the counter market exists for our common stock. The most recent price paid for our common stock in a private placement was $1.00.
 
Includes 2,745,000 shares of Common Stock underlying warrants to purchase the same at $1.00 per share.
 

 
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
SUBJECT TO COMPLETION, DATED FEBRUARY __, 2010

PROSPECTUS

DÉCOR PRODUCTS INTERNATIONAL, INC.

5,285,000 Shares of Common Stock
 
The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. Please refer to “Selling Security holders” beginning on page 17.
 
Our common stock is presently traded on the OTC Bulletin Board under the symbol “DCRD.”.
 
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
The selling shareholders will sell our shares at $1.00 per share and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price based upon the price of the last sale of our common stock to investors.
 
We are not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering. All costs associated with this registration will be borne by us.
 
An investment in our Common Stock involves significant risks. Investors should not buy our Common Stock unless they can afford to lose their entire investment. See “ Risk Factors beginning on page 6.
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
The date of this Prospectus is February __, 2010

2

 
TABLE OF CONTENTS
 
PART I
 
Item No.
 
Page
 
Prospectus Summary
    4  
Summary Financial Data
    5  
Risk Factors
    6  
Forward-Looking Statements
    8  
Use of Proceeds
    8  
Determination of Offering Price
    8  
Dilution
    8  
Selling Security Holders
    8  
Plan of Distribution
    9  
Description of Capital Stock
    9  
Interest of Named Experts and Counsel
    9  
Description of Business
    10  
Description of Property
    12  
Legal Proceedings
    12  
Market for Common Equity and Related Stockholder Matters
    12  
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    12  
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
    14  
Management
    15  
Executive Compensation
    16  
Security Ownership of Certain Beneficial Owners and Management
    17  
Certain Relationships and Related Transactions
    18  
Disclosure of Commission Position of Indemnification for Securities Act Liabilities
    20  
Where You Can Find More Information
    20  
Transfer Agent
    20  
Index to the Audited Financial Statements
    21  
         
3

 
 PROSPECTUS SUMMARY
 
This summary highlights important information about our company and business. Because it is a summary, it may not contain all of the information that is important to you. To understand this offering fully, you should read this entire prospectus and the financial statements and related notes included in this prospectus carefully, including the “Risk Factors” section. Unless the context requires otherwise, “we,” “us,” “our”, “ and the “company” and similar terms refer to Décor Products International, Incorporated, while the term “Décor Products International, Inc.” refers to Décor Products International, Inc. ” in its corporate capacity.
 
Our Company
 
The Company was incorporated under the laws of the state of Florida on January 11, 2007 under the name Murals by Maurice, Inc. and specialized in mural painting.

On July 17, 2009, Décor Products International, Inc. (F/K/A Murals by Maurice, Inc.) a Florida corporation (including its successors and assigns, “DCRD” or “Registrant” or “Company”); Maurice Katz, a Director (now former) and beneficial owner (now former) of a majority of the outstanding shares of common stock of DCRD (“Maurice”); Wide Broad Group Ltd., a company organized and existing under the laws of the British Virgin Islands (including its successors and assigns “Wide Broad”), Man Kwai Ming, an individual and Smart Approach Investments Limited a British Virgin Islands corporation (each a “Wide Broad Shareholder”) and together with their successors and assigns (collectively the “Wide Broad Shareholders”), Dongguan CHDITN Printing Co., Ltd., a company organized and existing under the laws of the People’s Republic of China (“CHDITN”), and the shareholders of CHDITN (the “CHDITN Shareholders”) entered into a Plan of Exchange (“POE”).
 
A copy of the POE is attached hereto as Exhibit 10.1.

Pursuant to the POE, DCRD acquired one hundred percent (100%) of the issued and outstanding share capital of Wide Broad from the Wide Broad Shareholders in an exchange for a new issuance 20,000,000 shares of common stock of DCRD and the simultaneous retirement to treasury of 7,450,000 shares of common stock (the “Control Shares”) held in the name of Maurice Katz (our former President) in a transaction intended to qualify as a tax-free exchange pursuant to sections 351 and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
 
Also pursuant to the POE, DCRD affected a 1 for 4 reverse split of the Common Stock of DCRD. At the Closing of the POE, DCRD had 100% of the issued and outstanding shares of Wide Broad. As of the Closing date, DCRD issued to Wide Broad 20,000,000 new investment shares of Common Stock of DCRD and simultaneously retired to treasury, 7,450,000 shares of common stock held in the name of Maurice Katz (our former President), in exchange for 100% of the capital stock of Wide Broad.

DCRD and Wide Broad reorganized and Wide Broad became a wholly-owned subsidiary of DCRD. CHDITN is currently a wholly-owned subsidiary of Wide Broad and after the post share exchange, CHDITN became a wholly-owned indirect subsidiary of DCRD operating under the name “Dongguan CHDITN Printing Co., Ltd.” a corporation organized and existing under the laws of the People’s Republic of China.
 
Information about Wide Broad Group, Ltd and Dongguan CHDITN Printing Co., Ltd.

Wide Broad was incorporated in the British Virgin Islands as a limited liability company under the BVI Business Companies Act on September 28, 2006. They served as the parent company of Dongguan CHDTIN Printing Co., Ltd, which was established in 1998 and is located in Chang’an Town, Dongguan, Guangdong, between Shenzhen and Guangzhou in southern China. CHDITN is an enterprise specializing in the production and sales of high quality decor paper such as furniture decorative paper, wood-grain paper, and paperboard. CHDITN has taken a leadership position in introducing advanced microcomputer intaglio (gravure) printing production equipment to the market. CHDITN also conducts research and development in manufacturing 30g -120g PU paper, polyester paper, melamine paper, wear-proof paper, 3D wood grain paper, as well as different kinds of environmental friendly decorative papers.
 
About Us
 
Our principal executive offices are located at No. 6 Economic Zone, Wushaliwy, Chang’an Town, Dongguan, Guangdong Province, China and our telephone number is 0769-85533948
 
Our common stock is traded on the Over-The-Counter Bulletin Board under the symbol “DCRD.” The Over-The-Counter Bulletin Board is a quotation medium for subscribing members only. And only market makers can apply to quote securities on the Over-The-Counter Bulletin Board. Trading in the common stock in the over-the-counter market has been limited and sporadic and is not necessarily indicative of actual market conditions.

Our goal is to eventually list our stock on the NYSE AMEX or NASDAQ stock exchange.
 
The Offering
 
This prospectus relates to the sale of up to 5,285,000 shares of our common stock by the selling security holders, consisting of 7 shareholders.

We agreed to file a registration statement with the Commission in order to register the resale of common shares issued to the selling security holders pursuant to certain financing agreements that we have previously entered into.  Pursuant to the financing agreements which are discussed in detail in the Issuance of Unregistered Securities and Certain Relationships and Related Transactions sections below (attached hereto) our wholly owned subsidiary CHDITN Printing Co. Ltd. raised approximately $2,340,000 in the Peoples’ Republic of China and assisted us in restructuring approximately $565,000 of our existing debt through an intercompany loan of $990,000.  We were responsible for this debt pursuant to a written guaranty executed in July.  As incentive for lending money to our subsidiary CHDITN Printing Co. Ltd. and as incentive for restructuring our debt we issued 2,745,000 warrants to the selling security holders to purchase our Common Stock at $1.00 per share.
 
As of December 7, 2009 we had 20,598,304 shares of common stock outstanding. The number of shares registered under this prospectus would represent approximately 20.57% of the total common stock outstanding (please see selling security holder table for detailed information on this percentage). The number of shares ultimately offered for sale by the selling security holders is dependent on whether, and to what extent, such holders decide to sell their shares.
 
The common shares offered under this prospectus may not be sold by the selling security holders, except in negotiated transactions with a broker-dealer or market maker as principal or agent, or in privately negotiated transactions not involving a broker or dealer. Information regarding the selling security holders, the common shares they are offering to sell under this prospectus and the times and manner in which they may offer and sell those shares is provided in the sections of this prospectus captioned “Selling Security Holders” and “Plan of Distribution.”
 
4

 
 SUMMARY FINANCIAL DATA
 
The following selected financial data is derived from the Company’s financial statements which have been audited by ZYCPA Company Limited, Certified Public Accountants, an independent registered public accounting firm, including the balance sheet at December 31, 2008 and 2007, and the related statements of operations, stockholders’ equity and cash flows for the two years ended December 31, 2008 and December 31, 2007. The summary financial data as of December 31, 2008 is derived from our audited financial statements, which are included elsewhere in this prospectus. The audited condensed financial statements have been prepared on the same basis as our audited financial statements and include all adjustments, consisting of normal and recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for the audited periods. The following data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Prospectus and the Financial Statements and notes thereto included in this Prospectus.

Financial Summary Information

Because this is only a financial summary, it does not contain all the financial information that may be important to you. It should be read in conjunction with the consolidated financial statements and related notes presented in this section.

Unaudited Financial Summary Information for the Nine Months Ended September 30, 2009 and 2008

 
Statements of Operations
 
For the nine months ended Sept. 30, 2009
   
For the nine months ended Sept. 30, 2008
 
             
Revenues
 
$
17,116,465
   
$
20,084,864
 
Cost of Sales
 
$
9,494,871
   
$
11,787,678
 
Gross profit 
 
$
7,621,594
   
$
8,297,186
 
Operating expenses
 
$
3,305,434
   
$
1,165,336
 
Income from operations
 
$
4,316,160
   
$
7,131,850
 
Interest expense
 
$
132,278
   
$
237,622
 
Net Income
 
$
2,737,448
   
$
5,181,752
 

Balance Sheet
 
As of Sept. 30, 2009
 
       
Cash
 
$
611,669
 
Total current assets 
 
$
14,682,400
 
Other assets
 
$
12,277,741
 
Total Assets
 
$
26,960,141
 
Current liabilities
 
$
6,172,174
 
Long term liabilities
 
$
283,788
 
Stockholders’ equity
 
$
20,504,179
 
Total liabilities and stockholders’ equity
 
$
26,960,141
 
 

Audited Financial Summary Information for the Years Ended December 31, 2008 and 2007

 
Statements of Operations
 
For the year ended December 31, 2008
   
For the year ended December 31, 2007
 
             
Revenues
 
$
25,671,704
   
$
25,470,858
 
Cost of Sales
 
$
(15,112,332)
 
 
$
(15,549,996)
 
Gross profit 
 
$
10,559,372
   
$
9,920,862
 
Operating expenses
 
$
1,543,903
   
$
1,469,802
 
Income from operations
 
$
9,015,469
   
$
8,451,060
 
Interest expense
 
$
(295,696)
   
$
(59,451)
 
Net Income
 
$
6,552,265
   
$
5,690,797
 
Comprehensive Income
 
$
7,823,758
   
$
6,657,802
 


Balance Sheet
 
As of December 31, 2008
 
       
Cash
 
$
268,698
 
Total current assets 
 
$
11,416,118
 
Other assets
 
$
10,071,300
 
Total Assets
 
$
21,487,418
 
Current liabilities
 
$
3,092,930
 
Long term liabilities
 
$
1,209,636
 
Stockholders’ equity (deficit)
 
$
17,184,852
 
Total liabilities and stockholders’ equity (deficit)
 
$
21,487,418
 
 
5

 
Risk Factors

An investment in our common stock being offered for resale by the selling shareholders is very risky. You should carefully consider the risk factors described below, together with all other information in this prospectus before making an investment decision. Additional risks and uncertainties not presently foreseeable to us may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or operating results could be materially and adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.

There is no liquid trading market for DCRD shares of common stock.
 
There has never been a liquid public trading market in DCRD common stock and no such liquid trading market is expected to develop in the immediate future. DCRD common stock is not a suitable investment for investors who require liquidity. There can be no assurance that a significant public market for DCRD will develop or be sustained. Thus, there is a risk that you may never be able to sell your shares.

Our common shares are thinly traded and, you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.
 
We cannot predict the extent to which an active public market for our common stock will develop or be sustained.
 
Our common shares have historically been sporadically or "thinly-traded" on the “Over-the-Counter Bulletin Board”, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.
 
The market price for our common stock is particularly volatile given our status as a relatively small company with a small and thinly traded “float” and lack of current revenues that could lead to wide fluctuations in our share price. The price at which you purchase our common stock may not be indicative of the price that will prevail in the trading market. You may be unable to sell your common stock at or above your purchase price if at all, which may result in substantial losses to you.
 
The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and/or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or "risky" investment due to our lack of revenues or profits to date and uncertainty of future market acceptance for our current and potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. The following factors may add to the volatility in the price of our common shares: actual or anticipated variations in our quarterly or annual operating results; adverse outcomes, additions or departures of our key personnel, as well as other items discussed under this "Risk Factors" section, as well as elsewhere in this Registration Statement. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.
 
Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

The application of the "penny stock" rules could adversely affect the market price of our common stock and increase your transaction costs to sell those shares.
 
As long as the trading price of our common shares is below $5 per share, the open-market trading of our common shares will be subject to the "penny stock" rules. The "penny stock" rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of securities and have received the purchaser's written consent to the transaction before the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. These additional burdens imposed on broker-dealers may restrict the ability or decrease the willingness of broker-dealers to sell our common shares, and may result in decreased liquidity for our common shares and increased transaction costs for sales and purchases of our common shares as compared to other securities.
 
DCRD does not intend to pay any dividend for the foreseeable future.
 
DCRD does not anticipate paying cash dividends in the foreseeable future. The future payment of dividends is directly dependent upon future earnings, financial requirements and other factors to be determined by DCRD’s board of directors. DCRD anticipates any earnings that may be generated from operations will be used to finance growth and that cash dividends will not be paid to shareholders.

DCRD may need to issue more stock, which could dilute your stock.
 
If DCRD does not have enough capital to meet future capital requirements, they may need to conduct additional capital-raising in order to continue operations. To the extent that additional capital is raised through the sale of equity and/or convertible debt securities, the issuance of such securities could result in dilution to shareholders and/or increased debt service commitments. Accordingly, if DCRD issues additional stock, it could reduce the value of your stock.

If DCRD loses the services of a number of key employees, their business could suffer.
 
Our success is highly dependent upon the continued services of Liu Rui Sheng, who is President, CEO and Chairman of our Board of Directors. We do have a written employment agreement with Mr. Liu until 2010 but the loss of his services would have a material adverse effect on DCRD and subsequently CHDITN business. There can be no assurances that DCRD would be able to replace this executive in the event his services become unavailable. DCRD does not have any key-man life insurance on any of their employees.

Changes In The Cost Or Availability Of Raw Materials, Energy And Transportation Could Affect Our Profitability.
 
We rely heavily on certain raw materials (paper, ink), energy sources (principally natural gas, coal and fuel oil) and third party companies that transport our goods. Our profitability has been, and will continue to be, affected by changes in the costs and availability of such raw materials, energy sources and transportation sources.
 
The Industries In Which We Operate Experience Both Economic Cyclicality And Changes In Consumer Preferences. Fluctuations In The Prices Of And The Demand For Our Products Could Materially Affect Our Financial Condition, Results Of Operations And Cash Flows.
 
Substantially all of our businesses have experienced, and are likely to continue to experience, cycles relating to industry capacity and general economic conditions. The length and magnitude of these cycles have varied over time and by product. In addition, changes in consumer preferences may increase or decrease the demand for our fiber-based products and non-fiber substitutes. Consequently, our operating cash flow is sensitive to changes in the pricing and demand for our products.
 
Competition In The Global Market Could Negatively Impact Our Financial Results.
 
We operate in a competitive international environment in all of our operating segments. Pricing or product strategies pursued by competitors could negatively impact our financial results. Increased competition from either domestic or foreign paper producers provides alternatives to the company's products. Increases in competitive production capacity, can result in sales declines from reduced shipment volume and/or lower net selling prices in order to maintain shipment volume.
 
Continued Adverse Developments In General Business And Economic Conditions Could Have An Adverse Effect On The Demand For Our Products And Our Financial Condition And Results Of Operation.
 
General economic conditions may adversely affect industrial non-durable goods production, consumer spending, commercial printing and advertising activity, and consumer confidence, all of which impact demand for our products. In addition, continued volatility in the capital and credit markets, which impacts interest rates, currency exchange rates and the availability of credit could have a material adverse effect on our business, financial condition and our results of operations.
 
6

 
Material Disruptions At One Of Our Manufacturing Facilities Could Negatively Impact Our Financial Results.
 
We operate our facilities in compliance with applicable rules and regulations and take measures to minimize the risks of disruption at our facilities. A material disruption at one of our manufacturing facilities could prevent us from meeting customer demand, reduce our sales and/or negatively impact our financial results. Any of our manufacturing facilities, or any of our machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including:
 
*unscheduled maintenance outages;
 
*prolonged power failures;
 
*an equipment failure;
 
*a chemical spill or release;
 
*explosion of a boiler;
 
*the effect of a drought or reduced rainfall on its water supply;
 
*labor difficulties;
 
*disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels;
 
*fires, floods, earthquakes, hurricanes or other catastrophes;
 
*terrorism or threats of terrorism;
 
*domestic and international laws and regulations applicable to our Company and our business partners, including joint venture partners, around the world; and
 
*other operational problems.
 
Any such downtime or facility damage could prevent us from meeting customer demand for our products and/or require us to make unplanned capital expenditures. If one of these machines or facilities were to incur significant downtime, our ability to meet our production targets and satisfy customer requirements could be impaired, resulting in lower sales and having a negative effect on our financial results.
 
We May Experience Pricing Variability
 
The polyurethane paper, paint paper, polyester paper, and melamine furniture surface paper industries historically have experienced significant fluctuations in selling prices. If we are unable to maintain the selling prices of products within these industries, that inability may have a material adverse effect on our results of operations and financial condition. We are not able to predict with certainty market conditions or the selling prices for our products.
 
We Have Been Dependent on Certain Customers
 
Our top ten customers account for 26.5% of sales. The loss of these customers could have a material adverse effect on sales and, depending on the significance of the loss, our results of operations, financial condition or cash flows.
 
DCRD may have difficulty managing potential growth.
 
DCRD could experience a period of significant expansion and they anticipate that further expansion will be required to address potential growth in customer base and market opportunities. Any expansion is expected to place a significant strain on management, operational and financial resources. At the present time, DCRD expects it will be required to increase the number of employees during the current fiscal year. To manage the expected growth of operations and personnel, DCRD will be required to improve existing and implement new transaction processing, operational and financial systems, procedures and controls, and to expand, train and manage the growing employee base. DCRD also will be required to expand finance, administrative and operations staff. Further, DCRD may be required to enter into relationships with various strategic partners necessary to business. There can be no assurance that the current and planned personnel systems, procedures and controls will be adequate to support the future operations, that management will be able to hire, train, retain, motivate and manage required personnel or that management will be able to identify, manage and exploit existing and potential strategic relationships and market opportunities. DCRD’s failure to manage growth effectively could have a material adverse effect on business, results of operations and financial condition.
 
If appropriate opportunities present themselves, DCRD intends to acquire technologies, services or products that they believe are strategic. The process of integrating an acquired technology, service or product may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of business. Moreover, there can be no assurance that the anticipated benefits of any acquisition will be realized.
 
Further, acquisitions of technologies, services or products could result in potentially the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect business, results of operations and financial condition. Any such future acquisitions of other businesses, technologies, services or products might require us to obtain additional equity or debt financing, which might not be available on terms favorable to DCRD, or at all, and such financing, if available, might be dilutive.
 
DCRD’s business plan is based, in part, on estimates and assumptions which may prove to be inaccurate and accordingly their business plan may not succeed.
 
The discussion of the business incorporates management’s current best estimate and analysis of the potential market, opportunities and difficulties that DCRD faces. There can be no assurances that the underlying assumptions accurately reflect opportunities and potential for success. Competitive and economic forces on marketing, distribution and pricing of products make forecasting of sales, revenues and costs extremely difficult and unpredictable.
 
Adverse changes in economic policies of the People’s Republic of China (“PRC”) government could have a material adverse effect on the overall economic growth of the PRC, which could reduce the demand for DCRD’s services and materially adversely affect its business.
 
All of DCRD’s assets are located in and all of its revenue is sourced from the PRC. Accordingly, DCRD’s business, financial condition, results of operations and prospects will be influenced to a significant degree by political, economic and social conditions in the PRC generally and by continued economic growth in the PRC as a whole.
 
The PRC economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in the PRC is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over the PRC’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
 
While the PRC economy has experienced significant growth over the past decade, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on DCRD. For example, DCRD’s operating results and financial condition may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to it.
 
Declining economic conditions could negatively impact our business
 
Our operations are affected by local, national and worldwide economic conditions. Markets in the United States and elsewhere have been experiencing extreme volatility and disruption for more than 12 months, due in part to the financial stresses affecting the liquidity of the banking system and the financial markets generally. The consequences of a potential or prolonged recession may include a lower level of economic activity and uncertainty regarding energy prices and the capital and commodity markets. While the ultimate outcome and impact of the current economic conditions cannot be predicted, a lower level of economic activity might result in a decline in energy consumption, which may adversely affect the price of oil, liquidity and future growth. Instability in the financial markets, as a result of recession or otherwise, also may affect the cost of capital and our ability to raise capital.
 
Fluctuations in exchange rates could adversely affect our business and the value of our securities.
 
The value of our common stock will be indirectly affected by the foreign exchange rate between U.S. dollars and RMB and between those currencies and other currencies in which our sales may be denominated. Because substantially all of our earnings and cash assets are denominated in RMB fluctuations in the exchange rate between the U.S. dollar and the RMB will affect the relative purchasing power of our monies, our balance sheet and our earnings per share in U.S. dollars. In addition, appreciation or depreciation in the value of the RMB relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value of any dividend we issue that will be exchanged into U.S. dollars as well as earnings from, and the value of, any U.S. dollar-denominated investments we make in the future.
 
Since July 2005, the RMB has no longer been pegged to the U.S. dollar. Although the People’s Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.
 
Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions. While we may enter into hedging transactions in the future, the availability and effectiveness of these transactions may be limited, and we may not be able to successfully hedge our exposure at all. In addition, our foreign currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currencies.

Risk Factors Regarding Our Subsidiary, Wide Broad Group Ltd.
 
If shareholders sought to sue Wide Broad or DCRD officers or directors, it may be difficult to obtain jurisdiction over the parties and access to the assets located in the PR C.
 
Because Wide Broad and DCRD’s officers and directors will reside outside of the United States, it may be difficult, if not impossible, to acquire jurisdiction over these persons in the event a lawsuit is initiated against such officers and directors by shareholders in the United States. It also is unclear if extradition treaties now in effect between the United States and the PRC would permit effective enforcement of criminal penalties of the federal securities laws. Furthermore, because substantially all of Wide Broad and DCRD’s assets are located in the PRC, it would also be extremely difficult to access those assets to satisfy an award entered against then in U.S. court.

BVI companies may not be able to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their interests.
 
BVI companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a BVI company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The BVI courts are also unlikely to recognize or enforce against Décor’s judgments of courts in the United States based on certain liability provisions of U.S. securities law and to impose liabilities against it, in original actions brought in the British Virgin Islands, based on certain liability provisions of U.S. securities laws that are penal in nature.
 
Although there is no statutory enforcement in the British Virgin Islands of judgments obtained in the United States, the courts of the British Virgin Islands will recognize a foreign judgment as the basis for a claim at common law in the British Virgin Islands provided:
 
* the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;
 
* the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;
 
* in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;
 
* recognition or enforcement of the judgment in the BVI would not be contrary to public policy; and
 
* the proceedings pursuant to which judgment was obtained were not contrary to natural justice.
 
 
SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.
 
7

 FORWARD-LOOKING STATEMENTS
 
This Prospectus contains certain forward-looking statements regarding management’s plans and objectives for future operations including plans and objectives relating to our planned marketing efforts and future economic performance. The forward-looking statements and associated risks set forth in this Prospectus include or relate to, among other things, (a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our ability to obtain and retain sufficient capital for future operations, and (e) our anticipated needs for working capital. These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Business,” as well as in this Prospectus generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Prospectus will in fact occur.
 
The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on assumptions that we will be able to keep up with industry techniques and standards, that there will be no material adverse competitive or technological change in conditions in our business, that demand for our products will significantly increase, that our President and Chief Executive Officer will remain employed as such, that our forecasts accurately anticipate market demand, and that there will be no material adverse change in our operations or business or in governmental regulations affecting us or our manufacturers and/or suppliers. The foregoing assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized. In addition, as disclosed elsewhere in the “Risk Factors” section of this prospectus, there are a number of other risks inherent in our business and operations which could cause our operating results to vary markedly and adversely from prior results or the results contemplated by the forward-looking statements. Growth in absolute and relative amounts of cost of goods sold and selling, general and administrative expenses or the occurrence of extraordinary events could cause actual results to vary materially from the results contemplated by the forward-looking statements. Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual conditions and business developments, the impact of which may cause us to alter marketing, capital investment and other expenditures, which may also materially adversely affect our results of operations. In light of significant uncertainties inherent in the forward-looking information included in this prospectus, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.
 
Some of the information in this prospectus contains forward-looking statements that involve substantial risks and uncertainties. Any statement in this prospectus and in the documents incorporated by reference into this prospectus that is not a statement of an historical fact constitutes a “forward-looking statement”. Further, when we use the words “may”, “expect”, “anticipate”, “plan”, “believe”, “seek”, “estimate”, “internal”, and similar words, we intend to identify statements and expressions that may be forward-looking statements. We believe it is important to communicate certain of our expectations to our investors. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions that could cause our future results to differ materially from those expressed in any forward-looking statements. Many factors are beyond our ability to control or predict. You are accordingly cautioned not to place undue reliance on such forward-looking statements. Important factors that may cause our actual results to differ from such forward-looking statements include, but are not limited to, the risk factors discussed below. Before you invest in our common stock, you should be aware that the occurrence of any of the events described under “Risk Factors” in this prospectus could have a material adverse effect on our business, financial condition and results of operation. In such a case, the trading price of our common stock could decline and you could lose all or part of your investment.
 
With respect to the sale of unregistered securities referenced above, all transactions were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 (the “1933 Act”), and Regulation D promulgated under the 1933 Act. In each instance, the purchaser had access to sufficient information regarding the Company so as to make an informed investment decision.
 
 USE OF PROCEEDS
 
This Prospectus relates to shares of our common stock that may be offered and sold from time to time by certain selling stockholders.

If the warrants described in the Offering are exercised, then $2,745,000 in net proceeds will be generated. The net proceeds to us from the sale of the 2,745,000 shares offered hereby at a public offering price of $1.00 per share will vary depending upon the total number of shares sold. Regardless of the number of shares sold, we expect to incur offering expenses estimated at $125,844.90 for legal, accounting, printing and other costs in conjunction with the offering.  

The table below shows how proceeds from this offering would be used for scenarios where we sell various amounts of the shares and the priority of the use of proceeds in the event actual proceeds are insufficient to accomplish the uses set forth.

Percent of Warrant Shares Offered if Warrant is Exercised
    10%       25%       50%       75%       100%  
Shares Sold
    274,500       686,250       1,372,500       2,058,750       2,745,000  
Gross Aggregate Proceeds From Offering
  $ 274,500     $ 686,250     $ 1,372,500     $ 2,058,750     $ 2,745,000  
Less Offering Expenses:
                                       
Legal Fees
  $ 25,000     $ 25,000     $ 25,000     $ 25,000     $ 25,000  
Transfer Agent Fees
  $ 5,000     $ 5,000     $ 5,000     $ 5,000     $ 5,000  
Blue Sky Fees
  $ 350     $ 350     $ 350     $ 350     $ 350  
Accounting Fees
  $ 95,000     $ 95,000     $ 95,000     $ 95,000     $ 95,000  
Printing & Shipping
  $ 200     $ 200     $ 200     $ 200     $ 200  
SEC registration Fees
  $ 294.90     $ 294.90     $ 294.90     $ 294.90     $ 294.90  
Total Offering Expenses
  $ 125,844.90     $ 125,844.90     $ 125,844.90     $ 125,844.90     $ 125,844.90  
Net Offering Proceeds
  $ 148,655.10     $ 560,405.10     $ 1,246,655.10     $ 1,932,905.10     $ 2,619,155.10  
Less Use of Net Offering Proceeds:
                                       
Sales and Marketing
  $ 100,000.00     $ 200,000.00     $ 300,000.00     $ 400,000.00     $ 500,000.00  
General working capital
  $ 48,655.10     $ 360,405.10     $ 946,655.10     $ 1,532,905.10     $ 2,119,155.10  
Total Use of Net Proceeds
  $ 148,655.10     $ 560,405.10     $ 1,246,655.10     $ 1,932,905.10     $ 2,619,155.10  

It is possible that no proceeds may be raised from this offering. It is also possible that some, but not all, of the 2,745,000 warrants offered will be executed. If we raise only 10% of the offering, or none, we intend to carry out our plan of operations.

      Any funds not used for the purposes indicated will be used for general working capital. General working capital includes telephone, long distance, postage, office supplies and other miscellaneous expenses.

      There is no minimum amount that must be sold in this offering.  There is no maximum amount that must be purchased by each investor.

DETERMINATION OF OFFERING PRICE
 
The Selling Security Holders will sell their shares at $1.00 per share and thereafter at prevailing market prices. The offering price of $1.00 per share was determined based on our current stock price and a substantial discount to market due to illiquidity and resale restrictions.  The price bears little relationship to assets, book value, net worth, earnings, actual results of operations, or any other established investment criteria. Among the factors considered in determining this price were our historical sales levels, estimates of our prospects, the background and capital contributions of management, the degree of control which the current shareholders desired to retain, current conditions of the securities markets and other information.

DILUTION
 
Our net tangible book value as of the nine months ending September 30, 2009 was $0.995 per share of common stock. Net tangible book deficit is determined by dividing our tangible book value (total tangible assets less total liabilities) by the number of outstanding shares of our common stock. As of December 7, 2009, we had a total of 20,598,304 shares of common stock outstanding.  Once this offering is complete and assuming all of the selling shareholders exercise their rights of conversion pursuant to the financing agreements, we will have 25,683,304 shares of Common Stock issued and outstanding and a net tangible book value of $0.798 per share.
 

SELLING SECURITY HOLDERS
 
The following table presents information regarding the selling security holders. Unless otherwise stated below, to our knowledge no selling security holder nor any affiliate of such shareholder has held any position or office with, been employed by or otherwise has had any material relationship with us or our affiliates during the three years prior to the date of this prospectus. None of the selling security holders are members of the Financial Industry Regulatory Authority. The selling security holders may be deemed to be “underwriters” within the meaning of the Securities Act of 1933. The number and percentage of shares beneficially owned before and after the sales is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted. The total number of common shares sold under this prospectus may be adjusted to reflect adjustments due to stock dividends, stock distributions, splits, combinations or recapitalizations.
 
For purposes of calculating the percentage of shares owned after the offering, we assumed the sale of all common shares offered under this prospectus. However, the selling security holders are under no obligation to sell all or any portion of the common shares offered for sale under this prospectus. Accordingly, no estimate can be given as to the amount or percentage of our common shares that will ultimately be held by the selling security holders upon termination of sales pursuant to this prospectus. The percentage of outstanding shares is based on 20,598,304 shares of common stock outstanding as of December 7, 2009. 
                 
Name of selling stockholder
Shares of 
common
Stock owned prior
to offering
Shares of Common Stock to be issued pursuant to debt conversion
Warrants
% of 
Common
Stock owned
prior to offering (1)
% of Common Stock owned once all stock is issued(2)
Shares of 
common
stock to be
sold
Shares of
common
Stock
owned
After
offering
Percentage
of Shares
Owned
Upon
Completion
(1) Zhang, Zijian
 
200,000
0
0
 
.971%
.779%
 
200,000
 
0
 
0%
(2) Zhuang, Jinghua
 
0
340,000
340,000
 
0%
2.65%
 
680,000
 
0
 
0%
(3) Shi, Quanling
 
0
2,000,000
2,000,000
 
0%
15.57%
 
4,000,000
 
0
 
0%
(4) Precursor Management, Inc.
 
522,752
0
140,000
 
2.54%
2.58%
 
140,000
 
522,752
 
2.04%
(5) Greentree Financial Group, Inc.
 
509,025
0
140,000
 
2.47%
2.53%
 
140,000
 
509,025
 
1.98%
(6) Maurice Katz
 
137,500
0
85,000
 
.667%
.866%
 
85,000
 
137,500
 
.535%
(7) Linear Capital Group, Inc.
 
567,500
0
40,000
 
2.76%
2.37%
 
40,000
 
567,500
 
2.21%
                           
Totals [1][2]    1,936,777 2,340,000 2,745,000    9.41% 27.34%    5,285,000   1,736,777   6.76% 

[1]
Applicable percentage of ownership is based on 20,598,304 shares outstanding as of December 7, 2009, which includes the 200,000 shares of Zhang, Zijian but does not included the 680,000 shares for Zhuang, Jinghua, the 4,000,000 shares for Shi, Quanling, or the 405,000 shares for Precursor Management, Inc. These shares, totaling 5,085,000 have not been issued yet.
 
[2]
Applicable percentage of ownership is based on 25,683,304 shares outstanding once the underlying debt and warrants owed to Zhuang, Jinghua and Shi, Quanling have been issued (20,598,304 as of December 7, 2009 plus 5,085,000 of the amount of shares to be registered that have not been issued yet). The underlying debt and warrants owed to Zhuang, Jinghua and Shi, Quanling are outlined in and attached as Exhibits 10.2 and 10.3. Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities.  Note that affiliates are subject to Rule 144 and Insider trading regulations – percentage computation is for form purposes only.
 
 
8

 
PLAN OF DISTRIBUTION
Sales By Selling Security Holders
 
The Décor Products International, Inc. Selling Security Holders are offering to sell 5,285,000 shares of our common stock. All Selling Security Holders will sell their shares at $1.00 per share until such time as a market develops for our common stock, if ever. Then the shareholders shall be permitted to sell at the then prevailing market price. We will not receive any proceeds from the sale of the shares by the Décor Products International, Inc. Selling Security Holders. The securities offered by this prospectus may be sold by the Décor Products International, Inc. Selling Security Holders, but not by us.  We are not aware of any underwriting arrangements that have been entered into by the Selling Security Holders. The distribution of the securities by the Décor Products International, Inc. Selling Security Holders may be effected in one or more transactions that may take place in the over-the-counter market, including broker's transactions or privately negotiated transactions.
 
Any of the Décor Products International, Inc. Selling Security Holders, acting alone or in concert with one another, may be considered underwriters under the Securities Act of 1933, if they are directly or indirectly conducting an illegal distribution of the securities on our behalf.  For instance, an illegal distribution may occur if any of the Décor Products International, Inc. Selling Security Holders provide us with cash proceeds from their sales of the securities.  If any of the Décor Products International, Inc. Selling Security Holders determined to be underwriters, they may be liable for securities violations in connection with any material misrepresentations or omissions made in this prospectus.
 
In addition, the Décor Products International, Inc. Selling Security Holders and any brokers through whom sales of the securities are made may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, and the commissions or discounts and other compensation paid to such persons may be regarded as underwriters' compensation.
 
The Décor Products International, Inc. Selling Security Holders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, accounts or loan transactions. Upon default by such Décor Products International, Inc. Selling Security Holders, the pledgee in such loan transaction would have the same rights of sale as the Décor Products International, Inc.  Selling Security Holders under this prospectus so long as the Company files a post-effective amendment to name and identify the new selling security holder. The Décor Products International, Inc. Selling Security Holders also may enter into exchange trading of listed option transactions that require the delivery of the securities listed under this prospectus.  The Décor Products International, Inc. Selling Security Holders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such Selling Security Holders under this prospectus so long as the Company files a post-effective amendment to name and identify the new selling security holder. If a post-effective amendment is not filed with the Securities and Exchange Commission by the Company, 'pledgees' and 'transferees' of a Selling Security Holder would not have rights to resell under this prospectus.
 
In addition to, and without limiting, the foregoing, each of the Décor Products International, Inc. Selling Security Holders and any other person participating in a distribution will be affected by the applicable provisions of the Securities and Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the Décor Products International, Inc. Selling Security Holders or any such other person.  Specifically, Regulation M prohibits an issuer, the Décor Products International, Inc. Selling Security Holders or affiliated purchaser other than in an excepted security or activity, to bid for, purchase, or attempt to induce any person to bid for or purchase, a covered security during the applicable restrictive period. The restrictive period for our securities being registered begins on the later of five business days prior to the determination of the offering price or such time that a person becomes a distribution participant, and ends upon such person’s completion of participation in the distribution.  Distribution is defined under Regulation M as meaning an offering of securities, whether or not subject to registration under the Securities Act of 1933 that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods.  Distribution participant is defined under Regulation M as meaning an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or is participating in a distribution.
 
There can be no assurances that the Décor Products International, Inc. Selling Security Holders will sell any or all of the securities. In order to comply with state securities laws, if applicable, the securities will be sold in jurisdictions only through registered or licensed brokers or dealers. In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. Under applicable rules and regulations of the Securities and Exchange Act of 1934, as amended, any person engaged in a distribution of the securities may not simultaneously engage in market-making activities in these securities for a period of one or five business days prior to the commencement of such distribution.
 
All of the foregoing may affect the marketability of the securities. Pursuant to the various agreements we have with the Décor Products International, Inc. Selling Security Holders, we will pay all the fees and expenses incident to the registration of the securities, other than the Décor Products International, Inc.  Selling Security Holders' pro rata share of underwriting discounts and commissions, if any, which are to be paid by the Décor Products International, Inc. Selling Security Holders.

DESCRIPTION OF CAPITAL STOCK
 
General
 
Our company is authorized to issue 100,000,000 shares of common stock, $.001 par value, and 5,000,000 shares of preferred stock, $.001 par value. As of December 7, 2009 we had 20,598,304 shares of common stock issued and outstanding, of which 695,268 shares were freely tradable. No preferred shares have been issued.
 
We had 76 shareholders of record as of December 7, 2009.
 
Common Stock
 
The holders of common stock are entitled to one vote per share for the election of directors and on all other matters to be voted upon by the stockholders. Subject to preferences that may be applicable to any outstanding securities, the holders of common stock are entitled to receive, when and if declared by the board of directors, out of funds legally available for such purpose, any dividends on a pro rata basis. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities. The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and non-assessable.
 
Limitation of Liability: Indemnification
 
Pursuant to Section 145 of the General Corporation Law of the State of Florida, the Company will indemnify to the fullest extent permitted by, and in the manner permissible under law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was director, officer, employee or agent of the corporation, or is or was serving at our request as a director, partner, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification covers expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. It also covers costs. The Company may pay advancements towards these expenses.. The power to indemnify applies only if such person acted in good faith and in a manner such person reasonably believed to be in the best interests, or not opposed to the best interests, of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
 
The Company does not specifically provide indemnification of its officers, directors, employees and other agents within the By Laws and Articles of Incorporation.
 
Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of Company pursuant to the foregoing, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable.

INTERESTS OF NAMED EXPERTS AND COUNSEL
 
Our financial statements for the year ended December 31, 2008 and 2007, contained in this prospectus have been audited by ZYCPA Company Limited, Certified Public Accountants, registered independent certified public accounting firm, to the extent set forth in their report, and are set forth in this prospectus in reliance upon such report given upon their authority as experts in auditing and accounting. ZYCPA Company Limited, Certified Public Accountants does not own any interest in us.
 
JPF Securities Law, LLC passed upon the validity of the issuance of the common shares to be sold by the selling security holders under this prospectus. JPF Securities Law, LLC does not own any interest in us but Jared Febbroriello, the principal and majority owner of JPF Securities Law, LLC does own 29,875 shares of our Common Stock equal to 0.1% of our issued and outstanding shares.

9

 
DESCRIPTION OF BUSINESS
 
History
 
Décor Products International, Inc. was incorporated in the state of Florida under the name Murals by Maurice, Inc. on January 11, 2007.

On July 17, 2009, Décor Products International, Inc. (F/K/A Murals by Maurice, Inc.) a Florida corporation (including its successors and assigns, “DCRD” or “Registrant” or “Company”); Maurice Katz, a Director (now former) and beneficial owner (now former) of a majority of the outstanding shares of common stock of DCRD (“Maurice”); Wide Broad Group Ltd., a company organized and existing under the laws of the British Virgin Islands (including its successors and assigns “Wide Broad”), Man Kwai Ming, an individual and Smart Approach Investments Limited a British Virgin Islands corporation (each a “Wide Broad Shareholder”) and together with their successors and assigns, collectively the “Wide Broad Shareholders”), Dongguan CHDITN Printing Co., Ltd., a company organized and existing under the laws of the People’s Republic of China (“CHDITN”), and the shareholders of CHDITN (the “CHDITN Shareholders”) entered into a Plan of Exchange (“POE”).
 
Pursuant to the POE, DCRD acquired one hundred percent (100%) of all of the issued and outstanding share capital of Wide Broad from the Wide Broad Shareholders in an exchange for a new issuance 20,000,000 shares of common stock of DCRD and the simultaneous retirement to treasury of 7,450,000 shares of common stock (the “Control Shares”) held in the name of Maurice Katz. DCRD and Wide Broad reorganized, such that DCRD acquired 100% the capital stock of Wide Broad, and Wide Broad became a wholly-owned subsidiary of DCRD. CHDITN is currently a wholly-owned subsidiary of Wide Broad and after the post share exchange, CHDITN became a wholly-owned indirect subsidiary of DCRD operating under the name “Dongguan CHDITN Printing Co., Ltd.” a corporation organized and existing under the laws of the People’s Republic of China.
 
We are now located in Chang’an Town, Dongguan, Guangdong, between Shenzhen and Guangzhou in southern China. We are an enterprise specializing in the production and sale of high quality decor paper such as furniture decorative paper, wood-grain paper, and paperboard. We have taken a leadership position in introducing advanced microcomputer intaglio (gravure) printing production equipment to the market. We also conduct research and development in manufacturing 30g -120g PU paper, polyester paper, melamine paper, wear-proof paper, 3D wood grain paper, as well as different kinds of environmental friendly decorative papers.

Products and Services

Decor, or decoration, paper is a specialty paper used to finish the surface of wood materials. Wood-grain decor paper, used in the manufacture of furniture and laminated flooring, is one of the fastest growing grades of paper in the world. The production of decor paper requires very specific technological know-how.
 
Decorative base paper is used to furnish the surface of interior decorative materials, such as laminated board, which has wide application in interior decoration of buildings, transportation vehicles, processed products such as fortified wooden floorboard, furniture and composite office wares as well as interior decoration of hotels, home and workplace. Decorative base paper includes melamine, polyester, PU (Polyurethane), finish foil, painting paper, etc.
 
Decor paper is highly affected by furniture and fortified wooden floorboard industries. The architectural decorative material industry has grown quickly fast in recent years because of prosperity in real estate markets all over the world.

We now have 2 production lines with a one year production capacity of 96 million meters. We conduct research and development in manufacturing 30g -120g PU paper, polyester paper, melamine paper, wear-proof paper, 3D wood grain paper, as well as different kinds of environmentally friendly decorative papers.
 
 PU (PolyUrethane) Paper
 
· Produced by superficial PU printing using original paper.
· Width is 1.27 meters; each packaged roll has a volume between 1250 and 2500 meters; specification is 30g-60g.
· Product characteristics:
 
o  
The wood patterned paper surface passes through special handling; the surface is durable, pliable but hard to break, doesn’t degrade easily, and is environmental friendly.
o  
Suitable for adhering to particleboard, medium density fiberboard (MDF), high density fiberboard (HDF), cardboard, plywood, and furniture.
 
Paint Paper
 
· Width is 1.27 meters; the specification is 30g-60g.
· Product characteristics:
 
o  
Pre-soaked paint paper is a form of high anti-avulsion decorating paper which has high flexibility after soaking, and is easily adhered to surfaces.
o  
Suitable for particleboard, MDF and HDF, cardboard, plywood, and curved surfaces
 
Polyester Paper
 
· Width 1.27 meters, specification is 30g; each packaged roll is generally between 1250 meters and 2500 meters
· Product characteristics:
 
o  
Easily adheres to most wooden surfaces, thus is one of the furniture industry’s most commonly used covering materials.

 
Melamine Furniture Surface Paper
 
· Suitable for post-soaking, paste-pressed melamine board and reinforced floor board surfaces.
· The common paper thickness is 60-80g/meter.
· Product characteristics:
 
o  
Compared to polyester paper, melamine paper is more resistant to wear, heat, fire or smoke, and easier to clean. Melamine paper is fungus and mould proof and anti-static.
o  
Excellent texture and clear color has met the national standards of Europe and America. The design is diverse, environmentally friendly, and cost effective. Conforms to the current environmental protection trends.

Distribution Methods of the Products or Services

We face to face directly sell to our customers (furniture factory or decor board factory). We also use the distributors for selling products.

Source and Availability of Raw Materials

The imported raw materials are purchased from national supply agents. Suppliers will directly transport the materials to out factory on time. We have regular and long term supply partners which allows for the stability of our supplies.

Patents, Trademarks, Royalties, Etc.
 
The Company has its own registered trademark, attached as Exhibit 10.4. and is currently in the process of applying for a U.S. trademark for Décor Products International, Inc.  The company has received a temporary approval while the application is being reviewed by the United States Patent and Trademark Office.

Government Approvals

 
- The Company obtained an Industrial and Commercial Business License and tax registration certificates
 
- The Company obtained a printing operation license
 
- The Company's products have passed all relevant inspection and quarantine

Existing or Probable Governmental Regulations

The Company’s complies with all relevant government regulations. The Company is familiar with the relevant government regulations, laws, and industrial policies. The Company minimizes the cost of abiding by the government regulations by being well versed in the policies and laws.

10

 
Dependence on One or A Few Customers

For current production, the number of decor paper customers is about 139, with total sales revenues RMB 117 million. CHDITN has adopted a sales and marketing strategy of not relying on a few major customers. CHDITN tries to maintain a constant number of customers which will utilize 80-100% capacity of the current decor paper production lines. The following table depicts the top ten customers and the amount of sales that customer accounts for the nine months ended September 30, 2009:
 
Ranking
 
Customer
 
Profit margin (%)
   
% of total sales
 
 
1
 
Guangzhou Panyu District Hengguang Material Factory
   
49.10
%
   
3.70
%
 
2
 
Shenzhen Jiajingyali Wood Product Co., Ltd.
   
45.90
%
   
3.50
%
 
3
 
Shenzhen Liuxing Industrial Co., Ltd
   
44.90
%
   
2.70
%
 
4
 
Chengdu  Lianlida Furniture Accessories Co., Ltd
   
42.50
%
   
2.70
%
 
5
 
Guangzhou Huadu District Wangfa Furniture Factory
   
45.80
%
   
2.60
%
 
6
 
Chengdu Shuanghu Industrial Co., Ltd.
   
37.70
%
   
2.40
%
 
7
 
Sichuan Jiazhidu Furniture Co., Ltd
   
42.60
%
   
2.40
%
 
8
 
Shenzhen Baoan District Honghe Wood Factory
   
43.40
%
   
2.30
%
 
9
 
Guangzhou Zengcheng District Yueyunyangguang Stickers Factory
   
46.50
%
   
2.10
%
 
10
 
Guangdong Guangsheng Decorative Material Co., Ltd
   
40.50
%
   
2.00
%
Total
               
26.5
%
 
Number of Employees

We currently have 103 employees.

Strategy and Implementation Summary

We plan to refine our range of business, from decorative paper supplier to only focusing on decorative board, such as our melamine production business, so as to gain a competitive advantage in the market place. This new service we hope will help to increase our market share in the entire industry. We believe that demand for decorative paper as surface materials is expected to decrease in the future and melamine as surface materials has a brighter future and its demand will increase. Melamine board holds approximately 50% of the market share in the kitchen furniture industry because it can be cleaned easily as determined by our internal research department.

Future product development strategy
 
·  
Add three new production lines with the capacity to produce 180 million meters of decor paper and up to 35 laminating lines to enable the Company to offer pre-laminated wood panels to its customers;
·  
Research demand trends in international furniture and decoration;
·  
Conduct new material and new technology studies;
·  
Develop products that conform to market demand; and
·  
Become the industry leader. 

Expansion Plans
 
* We are about to commence major expansion at our plant in Chang’an Town, covering decor paper, decorative board production, R&D and some other fields.
 
 
* The existing plant occupies 60,000 square feet of land. We have 100,000 square feet of vacant leased land adjacent to the existing plant.

* The centerpiece of our expansion will be 3 new state-of-the-art water-based ink printing lines. The annual capacity of each line is 60 million meters. The use of water-based inks will significantly lower ink costs. Solvent-based inks currently represent 50% of our total manufacturing costs.

* In addition to the new printing lines, we have identified a new market for pre-laminated wooden panels for a number of our clients, particularly, breakdown furniture manufacturers. We will install several laminated board and pressing machines. The wooden panels, primarily medium density fiberboard (MDF)  and high density fiberboard (HDF), will be purchased domestically.

We expect to execute our expansion plans in the coming 4 years and believe the “package” service will help to increase our market share of the global industry. During the years from 2009 to 2010, we expect to own 1 more decor paper production line and 3 new decorative board production lines. During the years from 2009 to 2012, we expect to own 3 more decor paper production lines with annual production capacity 30 million meters and 6 new decorative board production lines.

Competition
 
We compete with several other Chinese decor paper manufacturers, as well as European manufacturers. Major decorative paper manufacturers mainly dominate in German, as well as Spain, and Japan. The decorative base paper industry in the PRC is still in its infant development stage and with low concentration. Over one hundred companies engage in this industry now. Most of them are small scale with low output. Decorative paper manufacturing bases mainly distribute in areas such as JiangSu, ZheJiang, HeBei, TianJin, ShanDong , ShangHai and GuangDong province.

Our major domestic competitors include: Wanli Industrial (Melamine paper: 7.59 million pieces in 2007; Decor paper: 6726 tones in 2007), Beijing Jingnan Decorative Materials Plant (10 production lines; Decor paper: 5000 tones; Decorative board: 400,000 pieces), Hebei Hengyuan Industrial (Decor paper: 6 production lines with annual 3000 tones; Soakage paper: 8 production lines with 15 million pieces.), The Interprint Group, China (4 production lines, Decor paper: yearly 3500 tones). We have a distinct advantage over these manufacturers in that they are all located in Zhejiang Province in Eastern China (near Shanghai). The Zhejiang Province is a large producer of furniture, the second largest in China, however, well behind Guangzhou and Shenzhen – two of our key markets in southern China.
 
We also have competition from a number of integrated paper companies such as Shandong Lunan Paper which produces decor paper on smaller paper machines. We have a freight cost advantage, as well as newer technology when compared to Shandong Lunan Paper.
 
We also compete with European decor paper producers such as Schattdecor and Arjowiggins, However, we fortunately have a significant freight cost advantage, as well as lower labor costs compared to Schattdecor and Arjowiggins.
 
Competitive Advantages
 
 
· Nine years of decor paper manufacturing history
 
 
· Very profitable business – after tax margins 20%
 
 
· Experienced, proven, and motivated management
 
 
· Sales force located in the major furniture producing regions
 
 
· State-of-the-art technology and high quality control
 
 
· Geographic advantage – freight cost advantage
 
 
Market and Strategy

Apart from China’s dominant position as the Number 1 furniture exporter in the world, the rapid growth in disposable income in China has created a huge domestic market. China has become a major consumer of furniture and other household furnishings, which, in turn, has created a high demand for decor paper used in furniture and laminate flooring manufacture.
 
In 1997, China had a 3.2% market share in the global decor paper market; by 2010, we believe that China will have a 25% market share, according to the report in “The first peak of National decor paper industry seminar in 2005. With a current capacity of 96 million meters of decor paper capacity, we are one of the largest high-class decor paper manufacturers in China with an estimated 7% market share.

Intellectual Property
 
The Company is currently processing a registered trademark within the United States for Décor Products International, Inc. ™. This trademark serial number is 77833022 and was initially filed with the United States Patent and Trademark Office on September 23, 2009. The Company does have a registered trademark named "CHDITN” in China. The trademark is classified as No. 16 according to the International Classification of Goods. The time of validity for the trademark is from October 7, 2004 to October 7, 2014 with unlimited renewals. The trademark was issued by the Trademark Office under the State Administration for Industry and Commerce, PRC. The trademark documentation is attached as exhibit 10.4.

Regulation
 
There is no specific law and regulation governing the industry in which CHDITN performs in.
 
11


DESCRIPTION OF PROPERTY

Presently, we lease a plant that is 60,000 square feet. We also lease 100,000 square feet of vacant land adjacent to our plant for future expansion. Our plant is located at Chang’an Town, Dongguan, Guangdong, between Shenzhen and Guangzhou in southern China. The lease agreement and the lease renewal agreement for this plant is attached hereto as Exhibit 10.5.

LEGAL PROCEEDINGS
 
We are not a party to any pending litigation and none is contemplated or threatened.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
Our common stock is traded the Over-The-Counter Bulletin Board under the symbol “DCRD.” The Over-The-Counter Bulletin Board is a quotation medium for subscribing members only. And only market makers can apply to quote securities on the Over-The-Counter Bulletin Board. Trading in the common stock in the over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. Further, these prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions. The following tables set forth the high and low sale prices for our common stock as reported on the Electronic Bulletin Board for the periods indicated.


Period
 
High
   
Low
 
Quarter Ended December 31, 2008*
 
$
.20
   
$
.125
 
Quarter Ended March 31, 2009
 
$
.51
   
$
.20
 
Quarter Ended June 30, 2009
 
$
.65
   
$
.51
 
Quarter Ended September 30, 2009**
 
$
2.60
   
$
1.50
 
Interim period February 1, 2010
 
$
2.50
   
$
1.50
 
*Our stock commenced trading on October 15, 2008
**Our stock effected a 1 for 4 Reverse Split on July 24, 2009

A shareholder in all likelihood will not be able to resell their securities should he or she desire to do so when eligible for public resale. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops. We have no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in any of our securities.
 
Holders
 
As of December 7, 2009 there were 76 holders of record of our common stock.
 
Dividends
 
Holders of record of shares of common stock are entitled to receive dividends when and if declared by the board of directors out of funds of the company legally available thereof.
 
We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payment of dividends will depend on our earnings and financial position and such other factors, as the Board of Directors deems relevant.
 
Dividend Policy
 
All shares of common stock are entitled to participate proportionally in dividends if our Board of Directors declares them out of funds legally available. These dividends may be paid in cash, property or additional shares of common stock. We have not paid any dividends since our inception and presently anticipate that all earnings, if any, will be retained to develop our business. Any future dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.
 
Our Shares are "penny stocks" within the definition of that term as contained in the Securities Exchange Act of 1934, generally equity securities with a price of less than $5.00. Our shares will then be subject to rules that impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving a penny stock.
 
Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, unless the broker-dealer or the transaction is otherwise exempt, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the Registered Representative and current bid and offer quotations for the securities. In addition a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account, the account’s value and information regarding the limited market in penny stocks. As a result of these regulations, the ability of broker-dealers to sell our stock may affect the ability of Selling Security Holders or other holders to sell their shares in the secondary market. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.
 
These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be adversely affected, with concomitant adverse affects on the price of our securities. Our shares may someday be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.
 
Equity Compensation Plan and Stock Option Plan Information
 
The Company, at the current time, has no stock option plan or any equity compensation plans
 
 MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Management’s Discussion and Analysis contains various “forward looking statements” regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this S-1, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to “anticipates”, “believes”, “plans”, “expects”, “future” and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company’s business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. Management will elect additional changes to revenue recognition to comply with the most conservative recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.
 
Management’s Discussion and Analysis of Results of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the financial statements included herein.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
 


   
For the three months ended September 30,
   
For the nine months ended September 30,
 
   
2009
   
2008
   
2009
   
2008
 
Sales:
 
$
7,442,839
   
$
6,959,832
   
$
17,116,465
   
$
20,084,864
 
Cost of Goods Sold:
 
$
4,280,341
   
$
4,378,179
   
$
9,494,871
   
$
11,787,678
 
Operating Expenses:
 
$
923,247
   
$
357,812
   
$
3,305,434
   
$
1,165,336
 
Income from Operations:
 
$
2,239,251
   
$
2,223,841
   
$
4,316,160
   
$
7,131,850
 
Interest Expenses:
 
$
42,956
   
$
82,174
   
$
132,278
   
$
237,622
 
Income Taxes:
 
$
669,142
   
$
521,751
   
$
1,450,737
   
$
1,715,031
 
Net Income:
 
$
1,527,537
   
$
1,620,456
   
$
2,737,448
   
$
5,181,752
 
Other Comprehensive Income:
 
$
29,712
   
$
49,837
   
$
62,783
   
$
1,274,540
 
Total Comprehensive Income:
 
$
1,557,249
   
$
1,670,293
   
$
2,800,231
   
$
6,456,292
 

12


 Revenues

We had revenues of $7,442,839 and $17,116,465 for the three and nine months ended September 30, 2009, respectively, compared to the revenues of $6,959,832 and $20,084,864 for the same periods ended September 30, 2008, respectively. The sales revenues were due primarily to the sales of our décor paper. The revenues increased in the third quarter of 2009 by $483,007 compared to the same period in 2008 was due primarily to the recovery from global financial crisis, which had impact on our revenues significantly in 2008.

However, our total revenues during the nine months ended September 30, 2009 decreased by $2,968,399 compared to the same period ended September 30, 2008, which was due primarily to economic downturn as a result of the global financial crisis during the second half of 2008 which had a negative impact on our sales during the first and second quarters of 2009. Even though sales increased during the third quarter of 2009, the increase still failed to cover the decrease in sales in the first and second quarter of 2009.
 
After the new production line for laminated board is fully starting September 2009, we expect that our sale revenues will grow steadily from 2010 due to our core production switching from the decor paper to laminated board, which is considerably more profitable.
 
Cost of Revenue
 
Cost of revenue primarily includes cost of supplies to manufacture our décor paper. We had $4,280,341 and $4,378,179 in cost of sales, or 57.51% and 62.91% of sales revenues, during the three months ended September 30, 2009 and 2008, respectively. The cost of revenue as a percentage of revenue decreased due to the more efficient use of supplies.

During the nine months ended September 30, 2009 and 2008, we had $9,494,871 and $11,787,678 in cost of sales, or 55.47% and 58.69% of sales revenues, respectively. The cost of revenue as a percentage of revenue decreased due to the more efficient use of supplies.
 
Expenses
 
We had operating expenses of $923,247 and $3,305,434 for the three and nine months ended September 30, 2009, respectively, compared to the operating expenses of $357,812 and $1,165,336 for the same periods ended September 30, 2008, respectively. The significant increase in operating expenses during the nine months ended September 30, 2009 was due primarily to the professional and consulting fee of $1,266,555 incurred in connection with the services rendered for the plan of exchange transaction. In addition, we had non-cash consulting expenses of $339,096 during the third quarter of 2009 as a result of 400,000 warrants (the “Warrants”) granted to an investor relations firm. The Warrants are irrecoverable, non-cancelable and have an exercise price of $1.40 per share, with piggy back registration rights, expire on September 1, 2010, the cost of which was valued by using the Black-Scholes Option Pricing Model according to ASC 718.

Income Taxes
 
We had income taxes of $669,142 and $1,450,737 for the three and nine months ended September 30, 2009, respectively, compared to the income taxes of $521,751 and $1,715,031 for the same periods ended September 30, 2008, respectively.

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. We have subsidiaries that operate in various countries: United States, BVI and the PRC that are subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

The Company is registered in the State of Florida and is subject to the tax laws of the United States of America.

British Virgin Islands

Under the current BVI law, Wide Broad is not subject to tax on its income or profits. For the period ended September 30, 2009, Wide Broad suffered from an operating loss of $1,290,520 while generating an operating income of $23,800 for the period ended September 30, 2008.  The losses were the result of costs related to the exchange transaction between Wide Broad and the Issuer.

The PRC

On March 16, 2007, the National People’s Congress approved the Corporate Income Tax Law of the People’s Republic of China (the “New CIT Law”). The new CIT Law, among other things, imposes a unified income tax rate of 25% for both domestic and foreign invested. Starting from January 1, 2008, CHDITN is entirely subject to the unified income tax rate of 25% on the taxable income under the New CIT Law.
 
Net Income
 
We had net income of $1,527,537 and $2,737,448 for the three and nine months ended September 30, 2009, respectively, compared to the net income of $1,620,456 and $5,181,752 for the same periods ended September 30, 2008, respectively. The net income in these periods was due primarily to sales of our décor paper. Our net income is a function of revenues, cost of sales and other expenses as described above.

The net income decreased in the third quarter of 2009 by $92,919 compared to the same period in 2008 was due primarily to the increase in sale revenue offset by the non-cash consulting expenses of $339,096 incurred during the third quarter of 2009 as a result of 400,000 warrants (the “Warrants”) granted to an investor relationships firm. The Warrants are irrecoverable, non-cancelable and have an exercise price of $1.4 per share, with piggy back registration rights, expire on September 1, 2010, the cost of which was valued by using the Black-Scholes Option Pricing Model according to ASC 718.

Our total net income during the nine months ended September 30, 2009 decreased by $2,444,304 compared to the same period ended September 30, 2008, which was due primarily to the decrease in sales revenues by $2,968,399 and the increase in operating expenses by $2,140,098.
 
Impact of Inflation
 
We believe that inflation has had a negligible effect on operations. We believe that we can offset inflationary increases in the cost of operations by increasing sales and improving operating efficiencies.
 
Liquidity and Capital Resources

Cash flows provided by operating activities were $1,948,811 and $4,325,124 for the nine months ended September 30, 2009 and 2008, respectively. Positive cash flows from operations for the nine months ended September 30, 2009 were due primarily to the net income of $2,737,448, the increase in accounts payables by $204,857, the increase in accrued liabilities and other payables by $212,022, plus the increase in promissory notes payable by 705,000, partially offset by the increases in accounts receivable by $2,430,154. Positive cash flows from operations for the nine months ended September 30, 2008 were due primarily to the net income of $5,181,752 and the collection in accounts receivable by $462,970, partially offset by the increase in inventory by $462,721, and the decrease in accounts payable by $821,376.

Cash flows used in investing activities were $2,649,189 and $5,054,670 for the nine months ended September 30, 2009 and 2008, respectively. The cash flows used in investments for both periods were due primarily to the payments to construction in progress, which were $2,649,189 and $4,838,502 for the nine months ended September 30, 2009 and 2008, respectively.

Cash flows provided by financing activities were $1,041,562 and $303,628 for the nine months ended September 30, 2009 and 2008, respectively. Positive cash flows from financing activities during the nine months ended September 30, 2009 were due primarily to proceeds from net private placement of $180,000, a loan from a related party in the amount of $1,349,528 and a bank loan in the amount of $774,570, offset by the payments on bank loan of $1,262,536. Positive cash flows from financing activities during the nine months ended September 30, 2008 were due primarily to a bank loan in the amount of $2,153,208, offset by the payments on bank loan of $1,137,665, plus the repayments to the loan from a related party in the amount of $711,915.

We project that we will need additional capital to fund operations over the next 6 months. We anticipate we will need an additional $2,000,000 per year in 2010 and 2011.

Overall, we have funded our cash needs from inception through September 30, 2009 with a series of debt and equity transactions, primarily with related parties. If we are unable to receive additional cash from our related parties, we may need to rely on financing from outside sources through debt or equity transactions. Our related parties are under no legal obligation to provide us with capital infusions. Failure to obtain such financing could have a material adverse effect on operations and financial condition.
    
We had cash of $611,669 on hand as of September 30, 2009. Currently, we have enough cash to fund our operations for about six months. This is based on our current cash flows from operating activities and financing activities, our positive working capital and projected revenues. However, if the projected revenues fall short of needed capital we may not be able to sustain our capital needs. We will then need to obtain additional capital through equity or debt financing to sustain operations for an additional year. Our current level of operations would require capital of approximately $2,000,000 per year starting in 2010. Modifications to our business plans may require additional capital for us to operate. For example, if we are unable to raise additional capital in the future we may need to curtail our number of product offers or limit our marketing efforts to the most profitable geographical areas. This may result in lower revenues and market share for us. In addition, there can be no assurance that additional capital will be available to us when needed or available on terms favorable to us.

On a long-term basis, liquidity is dependent on continuation and expansion of operations, receipt of revenues, additional infusions of capital and debt financing. However, there can be no assurance that we will be able to obtain additional equity or debt financing in the future, if at all. If we are unable to raise additional capital, our growth potential will be adversely affected. Additionally, we will have to significantly modify our business plan.    

Demand for the products and services will be dependent on, among other things, market acceptance of our products, décor paper market and laminated board market in general, and general economic conditions, which are cyclical in nature. Inasmuch as a major portion of our activities is the receipt of revenues from the sales of our products, our business operations may be adversely affected by our competitors and prolonged recession periods.
        
Our success will be dependent upon implementing our plan of operations and the risks associated with our business plans. We are specializing in the production and sales of high quality decor paper such as furniture decorative paper, wood-grain paper, and paperboard. We plan to strengthen our position in these markets. We also plan to expand our operations through aggressively marketing our products and our concept. 

13

 
RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31, 2008 and DECEMBER 31, 2007 (AUDITED)
 
Revenues (for the years ended December 31, 2008 and 2007).
 
Net revenues were $25,671,704 and $25,470,858 for the years ended December 31, 2008 and 2007, respectively. The sales revenues were due primarily to the sales of our décor paper. The increase in revenues was due to our expanding business and our marketing strategy.
 
Cost of Revenue (for the years ended December 31, 2008 and 2007).
 
Cost of revenue primarily includes cost of supplies to manufacture our décor paper. During the year ended December 31, 2008, we had cost of revenues of $15,112,332, or approximately 58.89% of revenues, versus cost of revenues of $15,547,996, or approximately 61.05% of revenues for the year ended December 31, 2007. The cost of revenue as a percentage of revenue decreased due the slight increase in sales and the more efficient use of supplies.
 
Expenses (for the years ended December 31, 2008 and 2007).
 
Operating expenses for the year ended December 31, 2008 were $1,543,903 compared to operating expenses of $1,469,802 for the year ended December 31, 2007. The increase in operating expenses was due to the increase in the sales and marketing expenses, partially offset by the slight decrease in general and administrative expenses.
 
Income Taxes (for the years ended December 31, 2008 and 2007).
 
We had an income tax expense in the amount of $(2,164,756) and $(2,705,917) for the years ended December 31, 2008 and 2007, respectively, due to our net income.
 
Net Income (for the years ended December 31, 2008 and 2007).

We had a net income of $6,552,265 and $5,690,797 for the years ended December 31, 2008 and 2007, respectively. The net income in these periods was due primarily to sales of our décor paper. Our net income is a function of revenues, cost of sales and other expenses as described above.
 
Impact of Inflation.
 
We believe that inflation has had a negligible effect on operations. We believe that we can offset inflationary increases in the cost of operations by increasing sales and improving operating efficiencies.
 
Liquidity and Capital Resources
 
As of December 31, 2008 and 2007, cash and cash equivalents totaled $268,698 and 576,995, respectively.
 
The working capital for the years ended December 31, 2008 and 2007 amounted to $8,323,188 and 6,260,568, respectively. Net cash provided by operating activities for the years ended December 31, 2008 and 2007 amounted to $5,856,662 and $846,766, respectively. Net cash used in investing activities for the years ended December 31, 2008 and 2007 amounted to $6,324,787 and $2,331,141, respectively. Net cash provided by financing activities for the years ended December 31, 2008 and 2007 amounted to $122,470 and $1,765,727, respectively.
 
Overall, we have funded all of our cash needs and no significant amount of our trade payables has been unpaid within the stated trade term. We are not subject to any unsatisfied judgments, liens or settlement obligations.

 
CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
On October 29, 2009, Registrant's Board of Directors approved to dismiss Traci J. Anderson, CPA as its independent auditor, and engaged ZYCPA Company Limited as independent auditor to audit Registrant's financial statements for the year ended December 31, 2009 and to review Registrant's each of two quarterly reports ended September 30, 2009. The decision to make the change was approved by Registrant's Board of Directors. The Registrant does not have an audit committee.

During Registrant's two most recent fiscal years ended December 31, 2008 and 2007, the Registrant did not consult ZYCPA Company Limited with respect to any of the matters described in Item 304(a)(2) of Regulation S-K. In December 2008, ZYCPA Company Limited was retained as independent auditor to audit Wide Broad Group Limited (“Wide Broad”), a wholly-owned subsidiary of the Registrant incorporated under the laws of British Virgin Islands, and Wide Broad’s wholly-owned subsidiary, Dongguan CHDITN Printing Co. Ltd., a company incorporated under the laws of Region of People's Republic of China.

Traci J. Anderson, CPA's audit reports regarding the Registrant's financial statements for the fiscal years ended December 31, 2008 and 2007, contained no adverse opinion or disclaimer of opinion nor were they qualified or modified as to the uncertainty, audit scope or accounting principles, except that their audit reports for the years ended December 31, 2008 and 2007 contained a going concern qualification.

The Registrant and Traci J. Anderson, CPA have not, during the years ended December 31, 2008 and 2007, and subsequent interim period through October 29, 2009, had any disagreement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to Traci J. Anderson, CPA's satisfaction, would have caused Traci J. Anderson, CPA to make reference to the subject matter of the disagreement in connection with its reports.

During the years ended December 31, 2008 and 2007, and subsequent interim period through October 29, 2009, Traci J. Anderson, CPA had not advised the Registrant of any of the enumerated items described in Item 304(a)(1)(v) of Regulation S-K or the item described in Item 304(a)(1)(vi) of Regulation S-K.

The Registrant has requested that Traci J. Anderson, CPA furnish a letter addressed to the Securities Exchange Commission stating whether or not Traci J. Anderson, CPA agrees with the statements in this 8-K/A.  A copy of such letter is filed as exhibit 16 attached hereto.

14

 
MANAGEMENT
 
Directors are elected at the Company’s annual meeting of Stockholders and serve for one year until the next annual Stockholders’ meeting or until their successors are elected and qualified. Officers are elected by the Board of Directors and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board. The Company may reimburse all Directors for their expenses in connection with their activities as directors of the Company. Directors of the Company who are also employees of the Company will not receive additional compensation for their services as directors.
 
The following table sets forth certain information with respect to our directors, executive officers and key employees. Our annual meeting of stockholders is held on December 31.
 
Name
 
Age
 
Title
Date of Appointment
Number of Terms Serviced as Director
             
Liu Rui Sheng   
    38  
CEO, President & Chairman
July 23, 2009
< 1 year
Lau T.C             
    58  
Independent Director
July 23, 2009
< 1 year
Li Chak Ming
    49  
Independent Director
July 23, 2009
< 1 year
Law Wai Fai
    41  
Chief Financial Officer
November 1, 2009
NA
Baotang Zhao   
    32  
Chief Sales Officer
July 23, 2009
NA
Wen Qifeng      
    29  
Manager of Production
July 23, 2009
NA
 
Liu, Rui Sheng – CEO, President and Chairman
 
Mr. Liu, age 38, serves as President, Chairman and CEO of DCRD. He incorporated CHDITN in 1998 and oversees all of the operations management and strategic planning for the company. He has more than 15 years experience in the industry. Prior to establishing CHDITN, Mr. Liu was engaged in the production and processing of printing ink, chemical products and decoration paper sales. Mr. Liu holds a bachelor’s degree in Corporate Management from the Beijing Academy of Management in Economics and Trade.
 
Lau, Tai Chim - Independent Director
 
Mr. Lau, Tai Chim, age 58, serves as an independent director of DCRD. He currently is a director of several listed companies and is an independent non-executive director of a restrictive licensed bank in Hong Kong. He runs his own law firm and has done so for the past 10 years. He has been admitted as a solicitor and fellowship member in Hong Kong, England, Singapore and PRC.
 
Li, Chak Ming – Independent Director
 
Mr. Li, Chak Ming, age 49, is an independent director of DCRD. He obtained a bachelors degree from Ji Nan University and is currently the administrative director of Hong Kong Liang Zhi Garment Company Ltd. (“Liang Zhi”). He was the marketing director from 2007 to 2008 and general manager from 1997 to 2006 for Liang Zhi. Prior to joining Liang Zhi, he served 10 years in the printing ink industry and the chemical products processing industry. He specializes in research and development and production technology.
 
Law Wai Fai – Chief Financial Officer

Mr. Law, age 41, is a certified public accountant practicing in Hong Kong and a member of the Institute of Chartered Accounts in England and Wales. Prior to his appointment to the Company, Mr. Law was an executive director of Superb Summit International Timber Company Limited (formerly known as Tak Shun Technology Group Limited). Mr. Law joined Tak Shun Technology Group Limited in 2000 as their financial controller.  He was responsible for preparation of the company’s financial statements in anticipation of listing Tak Shun Technology Group Limited on the main board of The Stock Exchange of Hong Kong Limited.  Mr. Law was also responsible for investor relations throughout the pre-listing stage of Tak Shun Technology Group’s listing application. Tak Shun Technology Group Limited was successfully listed in September 2001 on the main board of The Stock Exchange of Hong Kong Limited. During his tenure, Mr. Law was engaged in several sizable transactions including share placements and key corporate mergers and acquisitions. Prior to joining Superb Summit International Timber Company Limited in July 2000, Mr. Law worked for KPMG and PricewaterhouseCoopers where he was responsible for auditing and transaction services. Mr. Law received his M.B.A. from The Hong Kong Polytechnic University and his B.A. in Accounting from City University of Hong Kong. Mr. Law is also an independent non-executive director of Good Fellow Resources Holdings Limited (formerly known as Wonderful World Holdings Limited), a company listed on the main board of The Stock Exchange of Hong Kong Limited.
 
Baotang Zhao -- Chief Sales Officer
 
Mr. Zhao, age 32, graduated from Tian Jin Business College with a Bachelor’s Degree. He joined CHDITN in 2004 as an Area Sales Manager. He is now the Chief Sales Officer of DCRD. He has numerous years of marketing experience and is familiar with marketing analysis, marketing channels, managing sales teams, and customer service.
 
Wen Qifeng -- Manager of Production
 
Wen Qifeng, age 29, graduated from Guangzhou Industry and Commerce College with a Bachelors Degree in 2003. He joined CHDITN in June 2003 as a Buyer. He was promoted to Deputy Manager of Production in 2007 and has now been appointed Manager of Production of DCRD. Mr. Wen has worked in the paper industry for many years. He is familiar with the basic operations, particularly in the operation and management of manufacturing technique work flow.

Compensation of Directors
 
The Board of Directors may compensate directors for their services as such. We have not paid our Directors any fees in connection with their role as members of our Board. The Board of Directors may also provide for the payment of all travel and out-of-pocket expenses in connection with Directors’ attendance at Board meetings. Each board member serves for a one year term until elections are held at each annual meeting.

Directors are elected at the Company’s annual meeting of Stockholders and serve for one year until the next annual Stockholders’ meeting or until their successors are elected and qualified. Officers are elected by the Board of Directors and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board. The Company may reimburse all Directors for their expenses in connection with their activities as directors of the Company. Directors of the Company who are also employees of the Company will not receive additional compensation for their services as directors.
  
Involvement in Certain Legal Proceedings
 
To the best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director or executive officer of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Commission or the commodities futures trading commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
 
Compliance With Section 16 (a) of the Exchange Act
 
Not applicable.
 
Code of Ethics
 
The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer or controller or persons performing similar functions. Such Code of Ethics is filed as Exhibit 14.1 hereto.
 
15

 
EXECUTIVE COMPENSATION
 
Summary Compensation Table
 
The following Summary Compensation Table sets forth, for the years indicated, all cash compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by the Company’s Chief Executive Officer and all other executive officers who received or are entitled to receive remuneration in excess of $100,000 during the stated periods.

Name
Year             Salary
Bonus
Stock
Option
Non-
Nonquali-
All
Total
and
As of Dec. (Annual)
($)
Awards
Awards
Equity
fied
Other
($)
Principal Position
15, 2009
 
($)
($)
Incentive
Plan
Compen-
sation
Deferred
Compensa-
tion
Earnings
Compensa-
tion
($)
 
         
($)
($)
   
Liu Rui Sheng President, CEO & Chairman
2009           $171,793
 
 
-
-
-
-
-
-
$171,793
Lau T.C
2009           $23,077
-
-
-
-
-
-
$23,077
Independent Director
               
Li Chak Ming
2009           $23,077
-
-
-
-
-
-
$23,077
Independent Director
               
Law Wai Fai
2009           $66,667
-
-
-
-
-
-
$66,667
CFO
               
Baotang Zhao
2009           $26,355
-
-
-
-
-
-
$26,355
Chief Sales Officer
               
Wen Qifeng
2009           $26,355
-
-
-
-
-
-
$26,355
Production Manager
               
Maurice Katz
2009             -
-
-
-
-
-
-
-
Former President
2008           $16,300
-
-
-
-
-
-
$16,300
 
2007           $33,113
-
-
-
-
-
-
$33,113
Weiheng Cai
2009             -
-
-
-
-
-
-
-
Former Director
2008             -
-
-
-
-
-
-
-
 
2007             -
-
-
-
-
-
-
-

Outstanding Equity Awards At Fiscal Year-End Table
 
None.

Option Exercises And Stock Vested Table
 
None.
 
Pension Benefits Table
 
None.
 
Nonqualified Deferred Compensation Table
 
None.
 
All Other Compensation Table
 
None.
 
Perquisites Table
 
None.
 
Potential Payments Upon Termination Or Change In Control Table
 
None.
 
Long-Term Incentive Plan Awards
 
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to our financial performance, our stock price, or any other measure.
 
Compensation of Directors and Executive Officers
 
There are current employment agreements between CHDITN and Wide Broad and its executive officers and directors. Our executive officers and directors have agreed to work under their current contracts. Below are the terms of the employment contracts for our executive officers and directors. These employee contacts are attached as Exhibits 10.6 thru 10.12.
 
Employee: Mr. Liu Rui Sheng
CHDITN
Term: April 1, 2007 to March 31, 2010
Salary: RMB 35000 per month.
Wide Broad
Term: July 1, 2009 to July 1, 2011
Remuneration: HK$ 1,300,000/year, paid over 13 months on the last day of each month.
 
Employee: Lau Thai Chim
Wide Broad
Term: July 1, 2009 to July 1, 2011
Remuneration: HK$ 180,000/year paid on the last day for every quarter in four installments.
 
Employee: Li Chak Ming
Wide Broad
Term: July 1, 2009 to July 1, 2011
Remuneration: HK$ 180,000/year paid on the last day for every quarter in four installments.
 
Employee: Law Wai Fai
Wide Broad
Term: November 1, 2009 to November 1, 2011
Remuneration: HK$ 520,000/year paid over 13 months on the last day for each month.
 
Employee: Baotang Zhao
CHDITN
Term: July 1, 2009 to June 30, 2011 Salary: RMB 15000 per month.
 
Employee: Mr. Wen Qifeng
 CHDITN
Term: July 1, 2009 to June 30, 2011 Salary: RMB 15000 per month.

 
16


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth certain information regarding beneficial ownership of the common stock as of December 7, 2009, by (i) each person who is known by the Company to own beneficially more than 5% of any classes of outstanding Stock, (ii) each director of the Company, (iii) each officer and (iv) all directors and executive officers of the Company as a group.
 
The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted.
 
Beneficial Owners as of December 7, 2009
 
         
Name of Beneficial Owner
Number of Shares Common Stock(1)
 
Percent of Class
 
Man Kwai Ming
No. 6 Economic Zone,
Wushaliwu, Chang’an Town
Dongguan, Guangdong Province, China                                                                                
 
13,532,000
   
65.69%
 
Smart Approach Investments, Ltd.
No. 6 Economic Zone,
Wushaliwu, Chang’an Town
Dongguan, Guangdong Province, China                                                                                
 
1,700,000
   
8.25%
 
All officers and directors as a group (0 persons)
 
0
   
0%
 
 
[1] Based on 20,598,304 issued and outstanding shares of common stock
 
Beneficial Owners after the Shares for the Debt (1) and Warrants are Issued
 
 
 
 
Name of Beneficial Owner                                Number of Sharesof Common Stock(1)                Percent of Class
 
Man Kwai Ming
No. 6 Economic Zone,
Wushaliwu, Chang’an Town
Dongguan, Guangdong Province, China                                          13,532,000                                      52.69%
 
Smart Approach Investments, Ltd.
No. 6 Economic Zone,
Wushaliwu, Chang’an Town
Dongguan, Guangdong Province, China                                            1,700,000                                         6.62%
Shi, Quan Ling
Suite 2401, 24th floor,
China Insurance Group Building,
141 Des Voeux Road, Central, Hong Kong                                      4,000,000                                      15.57%
 
All officers and directors as a group (0 persons)                                            0                                              0%
 
 
     
 

[1]
Applicable percentage of ownership is based on 25,683,304 shares outstanding once the underlying debt and warrants owed to Zhuang, Jinghua and Shi, Quanling have been issued (20,598,304 as of December 7, 2009 plus 5,085,000 of the amount of shares to be registered that have not been issued yet). The underlying debt and warrants owed to Zhuang, Jinghua and Shi, Quanling are outlined in and attached as Exhibits 10.2 and 10.3. Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities.  Note that affiliates are subject to Rule 144 and Insider trading regulations – percentage computation is for form purposes only.
 

17

 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PLAN OF EXCHANGE FINANCING

As of July 17, 2009, the Company entered into a Plan of Exchange.
 
The Plan of Exchange is attached as Exhibit 10.1.
 
In connection with the POE and in preparation for this “going public” transaction, the Registrant and CHDITN have engaged in certain financing activities that have resulted in the creation of a direct financial obligation of the Registrant and/or an obligation of the Company under an off-balance sheet arrangement. These transactions were entered into because CHDITN lacked adequate capital resources to pay for certain transaction fees and professional fees associated with becoming a “public company” in the United states and are set forth in detail in Section 5.06 of the POE which is attached as Exhibit 10.1. The direct financial obligations and/or off-balance sheet arrangements are as follows:
 
On June 1, 2009, CHDITN signed a Promissory Note with Precursor Management, Inc. (“Precursor”), stating that CHDITN promises to pay to the order of Precursor the sum of Forty Thousand Six Hundred Fifty Dollars ($40,650), representing a principal amount of $40,000 plus interest of $650, or approximately 6.5% interest per annum, payable on September 30, 2009. On July 23, 2009, DCRD signed a written Guaranty, guaranteeing the payment of the $40,650 Promissory Note dated June 1, 2009 within 365 days. This Guaranty is attached as Exhibit 10.13.  This debt has subsequently been restructured pursuant to the new financing agreements.
 
On June 1, 2009, CHDITN signed a second Promissory Note with Precursor stating that CHDITN promises to pay to the order of Precursor the sum of Forty Thousand Six Hundred Fifty Dollars ($40,650), representing a principal amount of $40,000 plus interest of $650, or approximately 6.5% interest per annum, payable on September 30, 2009. On July 23, 2009, DCRD signed a written Guaranty, guaranteeing the payment of the $40,650 Promissory Note dated June 1, 2009 within 365 days. This Guaranty is attached as Exhibit 10.14.  This debt has subsequently been restructured pursuant to the new financing agreements.
 
On June 1, 2009, CHDITN signed a third Promissory Note with Precursor stating that CHDITN promises to pay to the order of Precursor the sum of Sixty Thousand Nine Hundred and Seventy Five Dollars ($60,975), representing a principal amount of $60,000 plus interest of $975, or approximately 6.5% interest per annum, payable on September 30, 2009. On July 23, 2009, DCRD signed a written Guaranty, guaranteeing the payment of the $40,650 Promissory Note dated June 1, 2009 within 365 days. This Guaranty is attached as Exhibit 10.15.  This debt has subsequently been restructured pursuant to the new financing agreements.
 
On June 1, 2009, CHDITN signed a forth Promissory Note with Precursor stating that CHDITN promises to pay to the order of Precursor the sum of Five Hundred and Seventy Four Thousand, One Hundred and Eighty One Dollars ($574,181), representing a principal amount of $565,000 plus interest of $9,181, or approximately 6.5% interest per annum, payable on September 30, 2009. In the event of default, the sum of $574,181 shall be immediately due to Precursor along with a default penalty in the amount of $35,000. On July 23, 2009, DCRD signed a written Guaranty, guaranteeing the payment of the $565,000 Promissory Note dated June 1, 2009 within 265 days. Décor Products International, Inc. also entered into a Stock Pledge Agreement stating that 3,000,000 shares of DCRD common stock (beneficially owned by Man Kwai Ming) shall be pledged as collateral for the $574,181 Promissory Note with Precursor. This Guaranty and Promissory Note are attaches as Exhibits 10.17 and 10.18, respectively. The Stock Pledge Agreement is attached as Exhibit 10.16.  This debt has subsequently been restructured pursuant to the new financing agreements.

BRIDGE CAPITAL LOAN IN CHINA

On November 10, 2009, CHDITN and Zhuang, Jinghua entered into a Subsidiary Loan Agreement. Pursuant to the terms of this agreement, Zhuang, Jinghua will loan two million three hundred twenty one thousand three hundred fifty China Yuen (2,321,350), equivalent to $340,000 USD based on a current exchange rate of $1 = RMB6.8275, to CHDITN to be used to set up new printing production lines. Pursuant to the Subsidiary Loan Agreement with Zhuang, Jinghua, the interest rate on the loan will be 8% per annum, paid quarterly, with a maturity date of November 10, 2010. The Subsidiary Loan Agreement with Zhuang, Jinghua is attached as Exhibit 10.19.

On November 10, 2009, CHDITN and Shi Quan Ling entered into a Subsidiary Loan Agreement. Pursuant to the terms of this agreement, Shi Quan Ling will loan a total of two million dollars ($2,000,000) to CHDITN. One million dollars of the total loan amount will be six million eight hundred and twenty seven thousand five hundred China Yuen (6,827,500), equivalent to $1,000,000 USD based on a current exchange rate of $1 = RMB6.8275, to CHDITN to be used to set up new printing production lines. Pursuant to the Subsidiary Loan Agreement with Shi Quan Ling, the interest rate on the loan will be 8% per annum, paid quarterly, with a maturity date of November 10, 2010. The Subsidiary Loan Agreement with Shi Quan Ling is attached as Exhibit 10.20.

On November 10, 2009, the Company issued Warrants to Zhuang, Jinghua, for consideration in the amount of Ten United States Dollars ($10.00) and as incentive for Mr. Zhuang to lend money to CHDITN Printing Co. Ltd., the Registrants wholly owned subsidiary in China. The Warrants entitle Zhuang, Jinghua to purchase from the Company at any time or times on or after November 10, 2009, but not after 11:59 P.M. Eastern Time on the Expiration Date of November 10, 2014, Three Hundred and Forty Thousand (340,000) fully paid and nonassessable shares of Common Stock of the Company at the exercise price per share of One dollar ($1.00) or as subsequently adjusted as provided in the Warrant issued to Zhuang, Jinghua, attached as Exhibit 10.2.

On November 10, 2009, the Company issued Warrants to Shi Quan Ling, for consideration in the amount of Ten United States Dollars ($10.00), as incentive for Mr. Shi to lend money to CHDITN Printing Co. Ltd., the Registrants wholly owned subsidiary in China.  The Warrants entitle Shi Quan Ling to purchase from the Company at any time or times on or after November 10, 2009, but not after 11:59 P.M. Eastern Time on the Expiration Date of November 10, 2014, Two Million (2,000,000) fully paid and nonassessable shares of Common Stock of the Company at the exercise price per share of One dollar ($1.00) or as subsequently adjusted as provided in the Warrant issued to Shi Quan Ling, attached as Exhibit 10.3.

On November 10, 2009, the President of the Company, Mr. Liu Rui Sheng, entered into a Pledge Agreement with Zhuang, Jinghua, Shi Quan Ling, and Greentree Financial Group, Inc. as Escrow Agent. Pursuant to the Pledge Agreement, Mr. Liu Rui Sheng has agreed to irrevocably pledge to the Zhuang, Jinghua and Shi Quan Ling, Thirteen Million Five Hundred Thirty Two Thousand (13,532,000) shares of his own common stock as collateral for the Subsidiary Loan Agreements between CHDITN and Zhuang, Jinghua, and CHDITN and Shi Quan Ling. The Pledge Agreement is attached as Exhibit 10.21.

On November 10, 2009, the Company entered into a Guaranty, in favor of Zhuang, Jinghua and Shi Quan Ling for the Subsidiary Loan Agreements entered into with CHDITN for the total amount of Two Million Thirty Four Thousand Dollars. The Company is guaranteeing the Subsidiary Loan Agreements and all other obligations under the Subsidiary Loan Agreements, attached as Exhibit 10.19 and 10.20. The Guaranty is attached as Exhibit 10.22.

On November 10, 2009, the Company signed a Promissory Note with CHDITN, stating that the Company promised to pay to the order of CHDITN the sum of Nine Hundred Ninety Thousand Dollars ($990,000), with an interest rate of 4%, payable on November 10, 2010. The Promissory Note is attached as Exhibit 10.23.

18

 
On November 10, 2009, the Company, Zhuang, Jinghua, Shi Quan Ling, and Greentree Financial Group, Inc. entered into as Escrow Agreement. Pursuant to the Escrow Agreement, Greentree Financial Group, Inc. (“Escrow Agent”) will act as escrow agent and Zhuang, Jinghua and Shi Quan Ling shall deposit the purchase amount of $2,340,000 in segregated escrow account(s) to be held by the Escrow Agent in order to effectuate a disbursement to the Company at closings to be held as set forth in the Subsidiary Loan Agreements, as attached as Exhibit 10.19 and 10.20. Additionally, the Company and CHDITN have executed a Promissory Note, as attached as Exhibit 10.23, stating that the Company has borrowed the sum of $990,000 from CHDITN to be used to pay off existing debts in the Company as set forth in Exhibit A of the Escrow Agreement, attached as Exhibit 10.24. The Escrow Agent has agreed to accept, hold, and disburse the funds deposited with it in accordance with the terms of the Escrow Agreement. The portion of the Escrow Funds equal to $990,000 held in the Escrow Account shall be paid directly out of the account to the individuals or entities set forth in Exhibit A of the Escrow Agreement, in consideration of full settlement of the loans set forth in Exhibit A and in exchange for a full release of the pledged collateral held pursuant to the loans in Exhibit A. Any additional net proceeds will be used for general working capital purposes.

On November 10, 2009, CHDITN and Shi Quan Ling entered into a Security Agreement stating that in accordance with the Subsidiary Loan Agreement, attached as Exhibit 10.20, Shi Quan Ling will provide CHDITN a loan of two million dollars and CHDITN grants Shi Quan Ling first priority security interest in and to the pledge property until the satisfaction of the Obligations under the Subsidiary Loan Agreement. The Security Agreement between CHDITN and Shi Quan Ling is attached as Exhibit 10.25

On November 10, 2009, CHDITN and Zhuang, Jinghua entered into a Security Agreement stating that in accordance to the Subsidiary Loan Agreement, attached as Exhibit 10.22, Zhuang, Jinghua will provide CHDITN a loan of two million three hundred twenty one thousand three hundred fifty Chinaese Yuen, equivalent to $340,000 USD, and that CHDITN grants Zhuang, Jinghua first priority security interest in and to the pledge property until the satisfaction of the Obligations under the Subsidiary Loan Agreement. The Security Agreement between CHDITN and Zhuang, Jinghua is attached as Exhibit 10.26.

DECEMBER 4, 2009 DEBT RESTRUCTURING

On December 4, 2009 the Issuer restructured all of the June 1, 2009 promissory notes that were held by Precursor (disclosed immediately above).  All of the June 1, 2009 promissory notes held by Precursor were executed to cover professional service fees and costs associated with acquiring a majority stock position in the Issuer.  As of June 1, 2009, Precursor held a promissory note which covered their services and also the professional services of Greentree, Linear and Mr. Katz.  On December 4, 2009 that June 1, 2009 promissory note held by Precursor was exchanged for new notes and warrants issued to the individual service provider that Precursor had engaged for professional services associated with the exchange transaction between Wide Broad and the Issuer and to Mr. Katz who previously owned a majority position in the Issuer.  The new December 4, 2009 promissory notes and warrants were issued as follows:
 
 
On December 4, 2009, CHDITN signed a Promissory Note with Greentree Financial Group Inc. (“Greentree”), stating that CHDITN promised to pay to the order of Greentree the sum of One Hundred Forty Thousand Dollars ($140,000), plus interest of $11,200 or approximately 8% interest per annum, paid quarterly, with a maturity date of December 4, 2010. In addition, Greentree shall have a right to convert the principal amount, partially or in full, into number of shares of Common Sock of the Registrant at a price per share of One dollar ($1.00). The Promissory Note is attached as Exhibit 10.28.  On December 4, 2009, the Registrant issued Warrants to Greentree for consideration in the amount of Ten United States Dollars ($10.00) and as incentive for Greentree. The Warrants entitle Greentree to purchase from the Company at any time or times on or after December 4, 2009, but not after 11:59 P.M. Eastern Time on the Expiration Date of December 4, 2014, One Hundred and Forty Thousand (140,000) fully paid and nonassessable shares of Common Stock of the Registrant at the exercise price per share of One dollar ($1.00) or as subsequently adjusted as provided in the Warrant issued to Greentree, attached as Exhibit 10.32.

On December 4, 2009, CHDITN signed a Promissory Note with Precursor Management Inc.(“PMI”), stating that CHDITN promised to pay to the order of PMI the sum of One Hundred Forty Thousand Dollars ($140,000), plus interest of $11,200 or approximately 8% interest per annum, paid quarterly, with a maturity date of December 4, 2010. In addition, PMI shall have a right to convert the principal amount, partially or in full, into number of shares of Common Sock of the Registrant at a price per share of One dollar ($1.00). The Promissory Note is attached as Exhibit 10.29.  On December 4, 2009, the Registrant issued Warrants to PMI for consideration in the amount of Ten United States Dollars ($10.00). The Warrants entitle PMI to purchase from the Company at any time or times on or after December 4, 2009, but not after 11:59 P.M. Eastern Time on the Expiration Date of December 4, 2014, One Hundred and Forty Thousand (140,000) fully paid and nonassessable shares of Common Stock of the Registrant at the exercise price per share of One dollar ($1.00) or as subsequently adjusted as provided in the Warrant issued to PMI, attached as Exhibit 10.33.

On December 4, 2009, CHDITN signed a Promissory Note with Linear Capital Partners LLC (“Linear”), stating that CHDITN promised to pay to the order of Linear the sum of Forty Thousand Dollars ($40,000), plus interest of $3,200 or approximately 8% interest per annum, paid quarterly, with a maturity date of December 4, 2010. In addition, Linear shall have a right to convert the principal amount, partially or in full, into number of shares of Common Sock of the Registrant at a price per share of One dollar ($1.00). The Promissory Note is attached as Exhibit 10.30.  On December 4, 2009, the Registrant issued Warrants to Linear for consideration in the amount of Ten United States Dollars ($10.00). The Warrants entitle Linear to purchase from the Company at any time or times on or after December 4, 2009, but not after 11:59 P.M. Eastern Time on the Expiration Date of December 4, 2014, Forty Thousand (40,000) fully paid and nonassessable shares of Common Stock of the Registrant at the exercise price per share of One dollar ($1.00) or as subsequently adjusted as provided in the Warrant issued to Linear, attached as Exhibit 10.34.

On December 4, 2009, CHDITN signed a Promissory Note with Maurice Katz (“Mr. Katz”), stating that CHDITN promised to pay to the order of Mr. Katz the sum of Eighty Five Thousand Dollars ($85,000), plus interest of $6,800 or approximately 8% interest per annum, paid quarterly, with a maturity date of December 4, 2010. In addition, Mr. Katz shall have a right to convert the principal amount, partially or in full, into number of shares of Common Sock of the Registrant at a price per share of One dollar ($1.00). The Promissory Note is attached as Exhibit 10.31.  On December 4, 2009, the Registrant issued Warrants to Mr. Katz, for consideration in the amount of Ten United States Dollars ($10.00). The Warrants entitle Maurice Katz to purchase from the Company at any time or times on or after December 4, 2009, but not after 11:59 P.M. Eastern Time on the Expiration Date of December 4, 2014, Eighty Five Thousand (85,000) fully paid and nonassessable shares of Common Stock of the Registrant at the exercise price per share of One dollar ($1.00) or as subsequently adjusted as provided in the Warrant issued to Mr. Katz, attached as Exhibit 10.35.

19


DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
 
No pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.

Pursuant to Section 607.0850 of the General Corporation Law of the State of Florida, the Company will indemnify to the fullest extent permitted by, and in the manner permissible under law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was director, officer, employee or agent of the corporation, or is or was serving at our request as a director, partner, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification covers expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. It also covers costs. The Company may pay advancements towards these expenses. The power to indemnify applies only if such person acted in good faith and in a manner such person reasonably believed to be in the best interests, or not opposed to the best interests, of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
 
The Company does not specifically provide indemnification of its officers, directors, employees and other agents within the By Laws and Articles of Incorporation.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue.
  
WHERE YOU CAN FIND MORE INFORMATION
 
We have filed with the Commission a registration statement on Form S-1 under the 1933 Act with respect to the securities offered by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all the information set forth in the registration statement, as permitted by the rules and regulations of the Commission. For further information with respect to us and the securities offered by this prospectus, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document that we have filed as an exhibit to the registration statement are qualified in their entirety by reference to the to the exhibits for a complete statement of their terms and conditions. The registration statement and other information may be read and copied at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains a web site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission.
 
 TRANSFER AGENT
 
GUARDIAN REGISTRAR & TRANSFER INC.
 7951 S.W. 6th Street
Suite 216
Plantation, FL 33324
Tel: (954) 915-0105
Fax: (954) 449-0582
 
20

 
DÉCOR PRODUCTS INTERNATIONAL, INC.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)


   
Page
     
Condensed Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008
 
F-22
     
Condensed Consolidated Statements of Operations And Comprehensive Income for the Three and Nine Months ended September 30, 2009 and 2008
F-23
     
Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2009 and 2008
 
F-24
     
Condensed Consolidated Statement of Stockholders’ Equity for the Nine Months ended September 30, 2009
 
F-25
     
Notes to Condensed Consolidated Financial Statements
 
F-26

21

 
DÉCOR PRODUCTS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2009 AND DECEMBER 31, 2008
(Currency expressed in United States Dollars (“US$”), except for number of shares)

   
September 30, 2009
   
December 31, 2008
 
   
(Unaudited)
       
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 611,669     $ 268,698  
Accounts receivable, trade
    13,102,871       10,831,004  
Inventories
    461,844       233,579  
Amount due from a related party
    -       41,347  
Advances to suppliers
    473,675       -  
Deposits and prepayments
    32,341       41,490  
 
Total current assets
    14,682,400       11,416,118  
                 
Non-current assets:
               
Plant and equipment, net
    2,697,361       2,233,040  
Construction in progress
    9,580,380       7,838,260  
 
TOTAL ASSETS
  $ 26,960,141     $ 21,487,418  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable, trade
  $ 801,065     $ 594,617  
Current portion of long-term bank borrowings
    1,916,046       1,472,004  
Promissory notes payable
    705,000       -  
Income tax payable
    669,540       447,638  
Amount due to a related party
    1,288,346       -  
Accrued liabilities and other payable
    792,177       578,671  
 
Total current liabilities
    6,172,174       3,092,930  
                 
Long-term liabilities:
               
Long-term bank borrowings
    283,788       1,209,636  
                 
Total liabilities
    6,455,962       4,302,566  
                 
Commitments and contingencies
               
                 
Stockholders’ equity:
               
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2009 and December 31, 2008
    -       -  
Common stock, $0.001 par value; 100,000,000 shares authorized; 20,598,304 and 20,000,000 shares issued and outstanding as of September 30, 2009 and December 31, 2008
    20,598       20,000  
Additional paid-in capital
    518,896       -  
Statutory reserve
    203,832       203,832  
Accumulated other comprehensive income
    2,587,879       2,525,096  
Retained earnings
    17,172,974       14,435,924  
                 
Total stockholders’ equity
    20,504,179       17,184,852  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 26,960,141     $ 21,487,418  


See accompanying notes to condensed consolidated financial statements.
 
22

 
DÉCOR PRODUCTS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
(Currency expressed in United States Dollars (“US$”))
(Unaudited)

   
Three months ended September 30,
   
Nine months ended September 30,
 
   
2009
   
2008
   
2009
   
2008
 
Revenues, net
  $ 7,442,839     $ 6,959,832     $ 17,116,465     $ 20,084,864  
                                 
Cost of revenue (inclusive of depreciation)
    4,280,341       4,378,179       9,494,871       11,787,678  
                                 
Gross profit
    3,162,498       2,581,653       7,621,594       8,297,186  
                                 
Operating expenses:
                               
Sales and marketing
    341,045       248,088       1,001,334       710,682  
Professional and consulting fee
    71,428       1,123       1,266,555       107,660  
Stock based compensation
    339,096       -       339,096       -  
General and administrative
    171,678       108,179       698,449       346,994  
 
Total operating expenses
    923,247       357,812       3,305,434       1,165,336  
                                 
Income from operations
    2,239,251       2,223,841       4,316,160       7,131,850  
                                 
Other income (expense):
                               
Interest income
    384       540       4,303       2,555  
Interest expense
    (42,956 )     (82,174 )     (132,278 )     (237,622 )
                                 
Income before income taxes
    2,196,679       2,142,207       4,188,185       6,896,783  
                                 
Income tax expense
    669,142       521,751       1,450,737       1,715,031  
                                 
NET INCOME
  $ 1,527,537     $ 1,620,456     $ 2,737,448     $ 5,181,752  
                                 
Other comprehensive income:
                               
- Foreign currency translation gain
    29,712       49,837       62,783       1,274,540  
                                 
COMPREHENSIVE INCOME
  $ 1,557,249     $ 1,670,293     $ 2,800,231     $ 6,456,292  
                                 
Net income per share – Basic and diluted
  $ 0.08     $ 0.08     $ 0.14     $ 0.26  
                                 
Weighted average shares outstanding – Basic and diluted
    20,098,901       20,000,000       20,031,618       20,000,000  
                                 
See accompanying notes to condensed consolidated financial statements.
 
23

 
DÉCOR PRODUCTS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
(Currency expressed in United States Dollars (“US$”))
(Unaudited)

   
Nine months ended September 30,
 
   
2009
     
2008
 
Cash flows from operating activities:
             
Net income
 
$
2,737,448
   
$
5,181,752
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
   
462,118
     
301,297
 
Write-off of uncollectible receivables
   
186,194
     
-
 
Loss on disposal of plant and equipment
   
3,214
     
3,001
 
Stock based compensation
   
339,096
     
-
 
Changes in operating assets and liabilities:
               
Accounts receivable, trade
   
(2,430,154
)
   
462,970
 
Advances to suppliers
   
(473,335
)
   
-
 
Deposits and prepayments
   
9,229
     
(54,498
)
Inventories
   
(227,535
)
   
(462,721
)
Accounts payable, trade
   
204,857
     
(821,376
)
Accrued liabilities and other payable
   
212,022
     
(40,761
)
Promissory notes payable
   
705,000
     
-
 
Income tax payable
   
220,657
     
(244,540
)
                 
Net cash provided by operating activities
   
1,948,811
     
4,325,124
 
                 
Cash flows from investing activities:
               
Additions to plant and equipment
   
-
     
(216,168
)
Payments on construction in progress
   
(2,649,189
)
   
(4,838,502
)
                 
Net cash used in investing activities
   
(2,649,189
)
   
(5,054,670
)
                 
Cash flows from financing activities:
               
Proceeds from private placement, net of expense
   
180,000
     
-
 
Advances from (repayment to) a related party
   
1,349,528
     
(711,915
)
Proceeds from bank borrowings
   
774,570
     
2,153,208
 
Payments on bank borrowings
   
(1,262,536
)
   
(1,137,665
)
                 
Net cash provided by financing activities
   
1,041,562
     
303,628
 
                 
Effect of exchange rate changes on cash and cash equivalents
   
1,787
     
32,622
 
                 
NET CHANGE IN CASH AND CASH EQUIVALENTS
   
342,971
     
(393,296
)