Attached files
file | filename |
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8-K - CURRENT REPORT - China Real Estate Acquisition Corp. | f8k42810_chinareal.htm |
EX-2.1 - SHARE EXCHANGE AGREEMENT - China Real Estate Acquisition Corp. | f8k42810ex2i_chinareal.htm |
EX-10.1 - EQUITY TRANSFER AGREEMENT, DATED MARCH 11, 2010 - China Real Estate Acquisition Corp. | f8k42810ex10i_chinareal.htm |
Exhibit
99.2
LINDA
INTERNATIONAL LIGHTING CO., LIMITED
CONSOLIDATED
FINANCIAL STATEMENTS
DECEMBER
31, 2009 AND 2008
Table of Contents | Pages |
Consolidated Balance Sheet as of December 31, 2009 and 2008 | 1 |
Consolidated Statements of Operations for the years ended December 31, 2009 and 2008 | 2 |
Consolidated
Statement of Stockholders’ Equity for the years ended December 31, 2009
and 2008
|
3 |
Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008 | 4 |
Notes to the Consolidated Financial Statements | 5-28 |
GZTY CPA
GROUP, LLC
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders
Linda
International Lighting Co., Ltd and Guangzhou Linda Illumination Industry Co.,
Ltd. Guangzhou, China
We have
audited the accompanying consolidated balance sheets of Linda International
Lighting Co., Ltd. and Guangzhou Linda Illumination Industry Co., Ltd. as of
December 31, 2009 and 2008, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the years ended December
31, 2009 and 2008. The management of Linda International Lighting Co., Ltd. and
Guangzhou Linda Illumination Industry Co., Ltd. is responsible for these
financial statements. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Linda International Lighting Co.,
Ltd and Guangzhou Linda Illumination Industry Co., Ltd. as of December 31, 2009
and 2008, and the results of their operations and their cash flows for each of
the years in the two-year period ended December 31, 2009 and 2008 in conformity
with accounting principles generally accepted in the United States of
America.
/s/ GZTY
CPA GROUP, LLC
Metuchen,
NJ 08840
April 16,
2010
52 Bridge
Street, Metuchen, NJ 08840
Ph:
732-662-4623 Fax: 732-494-5802 Email:
mtang@gztycpa.com Website: www.gztycpa.com
LINDA
INTERNATIONAL LIGHTING CO., LTD
CONSOLIDATED
BALANCE SHEET
Unit:
USD $
|
||||||||
December
31,
2009
|
December
31,
2008
|
|||||||
Assets
|
||||||||
Current
Assets
|
||||||||
Cash
and Cash Equivalents
|
$ | 30,474 | $ | 93,130 | ||||
Accounts
Receivables (Net of Allowance for Doubtful Accounts)
|
47,050 | 0 | ||||||
Marketable
Securities
|
263,613 | 0 | ||||||
Inventories
|
534,917 | 309,846 | ||||||
Prepayments
and Other Current Assets
|
122,968 | 48,227 | ||||||
Total
Current Assets
|
999,021 | 451,203 | ||||||
Property,
Plant and Equipment
|
817,840 | 768,362 | ||||||
Minus:
Accumulated Depreciation
|
194,850 | 118,866 | ||||||
Net,
Property, Plant and Equipment
|
622,991 | 649,496 | ||||||
Total
Assets
|
1,622,012 | 1,100,699 | ||||||
Liabilities
and Stockholders' Equity
|
||||||||
Current
Liabilities
|
||||||||
Accounts
Payables
|
61,146 | 76,025 | ||||||
Customer
Deposit
|
163,070 | 97,889 | ||||||
Short
Term Debt
|
439,354 | 0 | ||||||
Accrued
Expenses and Other Current Liabilities
|
180,307 | 238,424 | ||||||
Total Current
Liabilities
|
843,877 | 412,338 | ||||||
Long-term
Debt
|
||||||||
Long-term
Loan From Bank
|
133,574 | 233,092 | ||||||
Long-term
Loan From Related Parties
|
31,181 | 31,181 | ||||||
Total
Long-term Debt
|
164,755 | 264,273 | ||||||
Total
Liabilities
|
1,008,632 | 676,611 | ||||||
Stockholders'
Equity:
|
||||||||
Common
Stock ( $0.1281 par value, 10,000 shares authorized, issued, and
outstanding at December 31, 2009 and 2008)
|
1,281 | 1,281 | ||||||
Additional
Paid In Capital
|
96,021 | 96,021 | ||||||
Retained
Earnings
|
453,381 | 264,581 | ||||||
Accumulated
Other Comprehensive Income
|
62,698 | 62,206 | ||||||
Total
Stockholders' Equity:
|
613,380 | 424,088 | ||||||
Total
Liabilities and Shareholders' Equity
|
$ | 1,622,012 | $ | 1,100,699 |
1
LINDA
INTERNATIONAL LIGHTING CO., LTD
CONSOLIDATED
STATEMENT OF OPEARATIONS
Unit:
USD $
|
||||||||
For
the Years Ended December 31,
|
||||||||
2009
|
2008
|
|||||||
Revenues
|
$ | 2,350,246 | $ | 1,020,092 | ||||
Cost
of Goods Sold
|
1,925,485 | 829,984 | ||||||
Gross
Profit
|
424,761 | 190,107 | ||||||
Operating
Expenses:
|
||||||||
Marketing
and Selling Expenses
|
127,585 | 67,909 | ||||||
General
and Administrative Expenses
|
113,973 | 77,460 | ||||||
Total
Operating Expenses
|
241,558 | 145,369 | ||||||
Income
From Operations
|
183,203 | 44,738 | ||||||
Other
Income (Expense)
|
||||||||
Interest
Expense
|
(26,292 | ) | (19,550 | ) | ||||
Other
Income
|
31,889 | 474 | ||||||
Total
Other Income (Expense)
|
5,597 | (19,076 | ) | |||||
Income
Before Income Tax
|
188,800 | 25,662 | ||||||
Income
Tax
|
0 | 0 | ||||||
Net
Income
|
188,800 | 25,662 | ||||||
Unrealized
Foreign Currency Translation Gain (Loss)
|
492 | 28,004 | ||||||
Comprehensive
Income
|
$ | 189,292 | $ | 53,666 | ||||
Net
Income Per Common Share - Basic and Diluted:
|
$ | 18.88 | $ | 2.57 | ||||
Weighted
Common Shares Outstanding - Basic and
|
||||||||
Diluted
|
10,000 | 10,000 |
2
LINDA
INTERNATIONAL LIGHTING CO., LTD
CONSOLIDATED
STATEMENT OF STOCKHOLDERS' EQUITY
Unit:
USD $
Accumulated Other Comprehensive
income
|
||||||||||||||||||||
Common Stock,
Par
Value S0.1281
|
Additional |
Foreign
Currency
|
||||||||||||||||||
Number of Shares | Amount |
Paid In
Capital
|
Retained
Earnings
|
Translation Gain | ||||||||||||||||
Balance, December 31, 2007 | 10,000 | $ | 1,281 | $ | 96,021 | $ | 238,919 | $ | 34,202 | |||||||||||
Comprehensive Income | ||||||||||||||||||||
Net Income | 25,662 | |||||||||||||||||||
Foreign Currency Gain | 28,004 | |||||||||||||||||||
Total Comprehensive Income | 53,666 | |||||||||||||||||||
Balance, December 31, 2008 | 10,000 | 1,281 | 96,021 | 264,581 | 62,206 | |||||||||||||||
Comprehensive Income | ||||||||||||||||||||
Net Income | 188,800 | |||||||||||||||||||
Foreign Currency Gain | 492 | |||||||||||||||||||
Total Comprehensive Income | 189,292 | |||||||||||||||||||
Balance, December 31, 2009 | 10,000 | $ | 1,281 | $ | 96,021 | $ | 453,381 | $ | 62,698 |
3
LINDA
INTERNATIONAL LIGHTING CO., LTD
CONSOLIDATED
STATEMENT OF CASH FLOWS
Unit:
USD $
|
||||||||
December
31,
2009
|
December
31,
2008
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net Income
|
$ | 188,800 | $ | 25,662 | ||||
Depreciation
Expense
|
75,984 | 72,986 | ||||||
Changes
in operating assets and liabilities
|
||||||||
Accounts
Receivables (Net of Allowance for Doubtful Accounts)
|
(47,050 | ) | 22,732 | |||||
Inventories
|
(225,071 | ) | (198,589 | ) | ||||
Prepayments
and Other Current Assets
|
(74,740 | ) | (25,423 | ) | ||||
Accounts
Payables
|
(14,879 | ) | 57,107 | |||||
Customer
Deposit
|
65,181 | 73,325 | ||||||
Accrued
Expenses and Other Current Liabilities
|
(58,117 | ) | 188,488 | |||||
NET
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
(89,892 | ) | 216,289 | |||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchases
of Property, Plant, and Equipment
|
(49,479 | ) | (396,287 | ) | ||||
Marketable
Securities
|
(263,613 | ) | - | |||||
NET
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
(313,091 | ) | (396,287 | ) | ||||
CASH
FLOW FROM FINANCING ACTIVITIES
|
||||||||
Proceeds
from Long-term Debt or Repayment of Long-term Debt ( )
|
(99,518 | ) | 233,092 | |||||
Short-term
Debt
|
439,354 | - | ||||||
NET
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
339,836 | 233,092 | ||||||
EFFECT
OF EXCHANGE RATE CHANGES ON CASH
|
492 | 28,004 | ||||||
NET
INCRESE (DECREASE) IN CASH
|
(62,656 | ) | 81,098 | |||||
CASH
AT BEGINNING OF PERIOD
|
93,130 | 12,032 | ||||||
CASH
AT ENDING OF PERIOD
|
$ | 30,474 | $ | 93,130 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
Interest Paid | $ | 26,292 | $ | 19,550 | ||||
Income Taxes Paid | $ | 0 | $ | 0 |
4
LINDA
INTERNATIONAL LIGHTING CO., LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008
NOTE
1 – ORGANIZATION AND OPERATIONS
Linda
International Lighting Co., Ltd (“Linda International” or the “Company”) was
incorporated on April 16, 2005 in Hong Kong to serve as an intermediate holding
company. Mr Maolin Shi was the sole owner of Linda International with 100%
interest.
Guangzhou
Linda Illumination Industry Co., Ltd (“Linda Illumination”) was incorporated on
March 27, 2006, in the City of Guangzhou, Guangdong Province, People’s Republic
of China (“PRC”). Mr Maolin Shi owned 25% of Linda Illumination through Linda
International, and the remaining 75% was owned by Linda Electronic Co., Ltd
(“Linda Electronic”). Linda Illumination is primarily engaged in developing,
manufacturing, marketing, and sales of searchlights, spotlights,
energy-efficient electronic lamps, and other mobile lighting
products.
Linda
Electronic was incorporated in the City of Guangzhou, Guangdong Province, PRC.
Mr Maolin Shi owned 70% of Linda Electronic and the remaining 30% was owned by
his brother and sister.
Through
above 25% direct and indirect 52.5% interest, Mr Maolin Shi was the controlling
interest holder of Linda Illumination to control the company.
On March
11, 2010, Linda International entered into an equity transfer agreement with
Linda Electronic to acquire additional 75% equity interest of Linda Illumination
from Linda Electronic. Upon the completion of this equity interest transfer,
Linda International becomes a holding company that owns 100% of the equity
interests of Linda Illumination.
Both
Linda International and Linda Illumination are under the common control of Mr.
Maolin Shi, who has direct and significant influence on both Companies’
operations and policies, before and after March 11, 2010.
5
NOTE
2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of
Presentation
The
Company's consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
("US GAAP"). The
financial statements reflect the financial position, results of operations and
cash flows of the Company and its wholly owned subsidiary Linda Illumination as
of December 31, 2009 and 2008 and for the years ended December 31, 2009 and
December 31, 2008.
Basis of
Consolidation
The
consolidated financial statements include all accounts of Linda International
and Linda
Illumination. They were combined and prepared using a method similar to that of
“pooling
of interest” for the years ended at December 31, 2009 and 2008 (“the relevant
periods”).
These two companies have been under the common control of Mr. Maolin Shisince
their incorporations. Such manner of presentation reflects the economic
substance of the
combined companies, which were under the common control throughout the relevant
periods, as a single economic enterprise.
There
were no inter-company transactions occurred for the years ended at December 31,
2009 and 2008. All previously significant intercompany transactions have been
eliminated in consolidation.
Use of
Estimates
The
preparation of consolidated financial statements in conformity with US GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the dates of the consolidated financial statements and the amount
of revenues and expenses during the reporting periods. Management makes these
estimates using the best information available at the time the estimates are
made. However, actual results could differ materially from those results.
Significant estimates in 2009 and 2008 include the allowance for doubtful
accounts, and the useful life of property, plant, and equipment.
Cash and Cash
Equivalents
The
Company considers all highly liquid investments with maturities of three months
or less at the time of purchase to be cash equivalents. The Company maintains
cash and cash equivalents with various financial institutions in the PRC.
Balances at financial institutions or state-owned banks within the PRC are not
covered by insurance. Nonperformance by these institutions could expose the
Company to losses for amounts not covered
by insurance. However, the Company has not experienced, nor does it anticipate,
non-performance by these institutions.
6
Accounts Receivable and
Allowance for Bad Debt
The
Company records accounts receivable, net of an allowance for doubtful accounts.
The Company maintains allowance for doubtful accounts for estimated losses. The
allowance for doubtful accounts is the Company’s best estimate of the amount of
probable credit losses in the Company’s existing accounts receivable. The
Company determines the allowance based on historical write-off experience,
customer specific facts and economic conditions. Bad debt expense is included in
general and administrative expenses.
Outstanding
account balances are reviewed individually for collectability. Account balances
are charged off against the allowance after all means of collection have been
exhausted and the potential for recovery is considered remote. The Company does
not have any off-balance-sheet credit exposure to its customers.
Marketable Securities –
Held-to-Maturity
On
January 4, 2009, the Company invested $263,613 to purchase a debt security with
one year maturity and annual interest rate 10% from Jiayuan Trading Company in
Guangzhou City, PRC.
The
Company accounts for this short term investment as a marketable security –
held-tomaturity in accordance with FASB Accounting Standards Codification
(“ASC”) 320 “Investment”, previous Statement of Financial Accounting Standards
(“SFAS”) SFAS No. 115 “Investments in Debt and Equity Securities”. According to this
accounting standard, held-to-maturity securities are those that the investor
intends to hold to maturity and is able to hold to maturity. Designation of a
security as held-to-maturity allows the investor to report the security value at
historical cost plus accretion or minus amortization. Amortization of premium or
discount is calculated using an amortization table to allow interest revenue and
amortization to be recorded separately. This ensures that carrying value of the
security equals the maturity value on the maturity date. Unrealized gains or
losses are not shown on the balance sheet, but reflected in reported income or
reported net worth.
The
Company acquired this held-to-maturity security at its face value, and there was
no market value or value of any comparable held-to-maturity securities available
at the acquisition time. Therefore, no gain or loss was amortized for this one
year held-tomaturity investment for the year ended at December 31,
2009.
7
Inventories
The
Company values inventories, consisting of finished goods and raw materials, at
the lower of
cost or market. Cost is determined using the weighted average cost method. Cost
of
finished goods comprises direct labor, direct materials, direct production cost
and an allocated portion of production overhead. The Company regularly reviews
raw materials and finished goods inventories on hand and, when necessary,
records a provision for excess or obsolete inventories based primarily on
current selling price and sales prices of confirmed backlog orders. There is no
allowance at December 31, 2009 and 2008.
The
Company has several manufacturing and assembling lines, in which the whole
manufacturing and assembling processes take only about 1-5 minutes. All products
are completed before the close of each day. Therefore, the Company does not
carry any work-in-process inventories.
Property, Plant and
Equipment
Property,
plant and equipment are recorded at cost. Expenditures for major additions and
betterments are capitalized. Maintenance and repairs are charged to operations
as incurred. Depreciation of property, plant and equipment is computed by the
straight-line method (after taking into account their respectively estimated
residual values) over the assets’ estimated useful lives ranging from 5 years to
20 years. Leasehold improvements, if any, are amortized on a straight-line basis
over the lease period or the estimated useful life, whichever is shorter. Upon
sale or retirement of property, plant and equipment, the related cost and
accumulated depreciation are removed from the accounts and any gain or loss is
reflected in current operations.
There
were no fixed assets retired for the fiscal years ended at December 31, 2009 and
2008, and therefore, no gain or loss incurred from such transactions for the
years ended then.
Impairment of Long-Lived
Assets
In
accordance with FASB Accounting Standards Codification (“ASC”) 360 “Impairment
or Disposal of Long Lived Assets”, previous Statement of Financial Accounting
Standards (“SFAS”) SFAS No. 144 “Accounting for the Impairment of Long Lived
Assets”, the Company periodically reviews its long-lived assets, which include
property, plant and equipment, for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets may not be fully
recoverable.
Determination
of recoverability of assets to be held and used is by comparing the carrying
amount of an asset to future net undiscounted cash flows to be generated by the
assets. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets. Assets to be disposed of are reported at
the lower of the carrying amount or fair value less costs to sell.
The
Company determined that there were no impairments of long lived assets for the
fiscal years ended at December 31, 2009 and 2008.
8
Income
Taxes
The
Company is governed by the Income Tax Law of the People's Republic of China.
Income Tax is accounted in accordance with the Statement of FASB Accounting
Standards Codification No. 740 “Income Taxes”. Under this method, deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to temporary differences between the carrying amounts of existing
assets and liabilities of the financial statements and their respective tax
bases and tax loss carry forwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.
The
Company determined that there were no deferred-tax assets and liabilities that
should be recognized for the years ended at December 31, 2009, 2008, and the
prior periods.
Value Added Tax
(VAT)
VAT on
sales is calculated at 17% on revenue from product sales, and paid after
deduction of input VAT on purchase. The net VAT balance between input VAT and
output VAT is reflected in the accounts under other liabilities. The other
liabilities for the net VAT balances were $27,323 and $6,559 for the years ended
at December 31, 2009 and 2008, respectively.
Reporting Currency and
Translation
The
reporting currency of the Company is the U.S. dollar. The functional currency of
the Company
is the local currency, the Chinese Renminbi ("RMB"), the currency of the
PRC.
The
Company has adopted FASB Accounting Standards Codification (“ASC”) 830 “Foreign
Currency Matters”, previous Statement of Financial Standards (“SFAS”) SFAS No.
52, “Foreign Currency Translation”, and translated financial statement amounts
from RMB to the Company's reporting currency, United States dollars ("USD$" or
"$"). Results of operations and cash flows are translated at average exchange
rates during the period, assets and liabilities are translated at the unified
exchange rate at the end of the period, and equity is translated at historical
exchange rates. Transaction gains and losses that arise from exchange rate
fluctuations on transactions denominated in a currency other than the functional
currency are included in the results of operations as incurred. Translation
adjustments resulting from the process of translating financial statements from
the local currency into U.S. dollars are included in determining accumulated
other comprehensive income in the statement of stockholders’
equity.
RMB is
not a fully convertible currency. All foreign exchange transactions involving
RMB must take place either through the State Administration of Foreign Exchange
(the “SAFE”) of the People's Bank of China (the “PBOC”) or other institutions
authorized to buy and sell foreign exchange. The exchange rate adopted for the
foreign exchange transactions are the rates of exchange quoted by the SAFE,
which are determined largely by supply
and demand. The following exchange rates were adopted to translate the amounts
from RMB into United States dollars (“USD$”) for the respective
years:
9
December
31,
2009
|
December
31,
2008
|
|||
Year End RMB Exchange Rate (RMB/USD$) | 6.8282 | 6.8346 | ||
Average Yearly RMB Exchange Rate (RMB/USD$) | 6.8310 | 6.9451 |
Operating Leases
The
Company entered into a non-cancelable operating lease agreement, in the year
2007, for its commercial office space and manufacturing space in Guangzhou City,
China. The Company, following the guidance under FASB Accounting Standards
Codification (“ASC”) 840 “Leases”, previous Statement of Financial Accounting
Standards No.13 “Accounting for Leases”, charges the rental payments to expense
over the lease term as determined under the lease agreement.
Customer
Deposit
Customer
deposit, included in accrued expenses and other current liabilities, primarily
represents amounts received from customers for future delivery of products, all
of which were fully or partially refundable depending upon whether customization
of products has begun if so required.
Financial
Instruments
(i) Fair
Value of Financial Instruments
FASB
Accounting Standards Codification (“ASC”) 825 “Financial Instruments”, previous Statement of
Financial Accounting Standards (“SFAS”) SFAS No.107, requires disclosure of the
fair value of financial instruments held by the Company. The Company follows
Accounting Standards Codification No.825 for the recording of its financial
instruments. The fair value of a financial instrument is the amount at which the
instrument could be exchanged in a current transaction between willing parties.
The carrying amounts of financial assets and liabilities, such as cash, trade
accounts receivable, prepayments and other current assets, accounts payable,
accrued expenses and other current liabilities, approximate their fair values
because of the short maturity of these instruments.
10
(ii) Concentrations
of Credit Risk
Financial
instruments which potentially subject the Company to concentrations of credit
risk consist principally of cash and trade accounts receivable. Substantially
all of the Company’s cash is maintained with state-owned banks within the
People’s Republic of China, of which no deposits are covered by insurance. The
Company has not experienced any losses in such accounts and believes it is not
exposed to any risks on its cash in bank accounts. An insignificant portion of
the Company’s sales are credit sales which are primarily to customers whose
ability to pay is dependent upon the industry economics prevailing in these
areas, and concentrations of credit risk with respect to trade accounts
receivables is limited due to generally short payment terms and significant cash
sales. The Company also performs ongoing credit evaluations of its customers to
help further reduce credit risk.
Revenue
Recognition
The
Company follows the guidance of FASB Accounting Standards Codification No. 605
“Revenue Recognition”. Revenue is recognized when persuasive evidence of an
arrangement exists, product delivery has occurred, the title and risk of loss
transfer to the buyer, the sales price to the customer is fixed or determinable,
and collectability is reasonably assured.
Research and Development
Expenses
The
Company’s research and development costs are expensed as incurred, in accordance
with FASB Accounting Standards Codification No. 730 “Research and Development”.
The research and development costs consist primarily of salaries and related
expenses of personnel engaged in research and development activities. The
Company’s research and development activities include designing and development
of energy-saving lamps and illumination technologies, and also significant
improvements and refinements to the existing products. Research and development
expenses were $7,935 and $2,779 for the years ended at December 31, 2009 and
2008, respectively.
Advertising
Expense
The
Company expenses all advertising and promotion costs as incurred. Advertising
and promotion expenses were $14,639 and $7,953 for the years ended December 31,
2009 and 2008, respectively.
Shipping and Handling
Costs
The
Company accounts for shipping and handling fees in accordance with FASB
Accounting Standards Codification No. 605-45 “Revenue Recognition – Shipping and
Handling Cost”, previous Financial Accounting Standards Board Emerging Issues
Task Force Issue No. 00-10 “Accounting for Shipping and
Handling Fees and Costs”. Amounts charged to
customers in sales transactions related to shipping and handling are included in
revenues. The actual costs to the Company are recognized as operating expense.
The majority of the Company’s sales were on a FOB factory basis. The
Company
incurred $28,112 and $14,237 for shipping and handling costs for the fiscal
years ended at December 31, 2009 and 2008, respectively.
11
Other Income- Interest
Income From Marketable Securities – Held-to-Maturity
The
Company records the profit generated from sources other than its business
operations, such as investing, financing, and other non-operating activities, as
other income. On January 4, 2009, the Company purchased a debt security in the
amount of $263,613 with one year maturity and annual interest rate of 10% on
face value of the security. At acquisition, this marketable security was
recorded as held-to-maturity in accordance with FASB Accounting Standards
Codification (“ASC”) 320 “Investment”, previous Statement of Financial
Accounting Standards (“SFAS”) SFAS No. 115 “Investments in Debt and Equity
Securities”. The Company
recognizes the interest income when the interest is earned.
For the
year ended at December 31, 2009, the Company recognized $26,361 earned interest
income from the Marketable Securities - held-to-maturity. The security was
matured and interest payment was made on January 4, 2010.
Net Income Per Common
Share
Basic net
income (loss) per share are computed by dividing net income/(loss) attributable
to holders of common shares by the weighted average number of common shares
outstanding during the year. Diluted net income per share reflects the potential
dilution that could occur if securities or other contracts to issue common
shares (convertible preferred stock, forward contract, warrants to purchase
ordinary shares, contingently issuable shares, common stock options and warrants
and their equivalents using the treasury stock method) were exercised or
converted into ordinary shares. There were no such securities and other
contracts issued at the years ended at December 31, 2009 and 2008. Therefore, no
diluted net income per share needs to be calculated for these two
years.
Comprehensive
Income
The
Company has adopted Statement of Accounting Standards Codification No. 220
“Comprehensive Income”. This statement establishes rules for the reporting of
comprehensive income and its components. Comprehensive income, for the Company,
consists of net income and foreign currency translation adjustments and is
presented in the Statements of Income and Comprehensive Income and Stockholders’
Equity.
For the
years ended at December 31, 2009 and 2008, the Company's comprehensive income
was $189,292 and $53,666, respectively.
12
Commitments and
Contingencies
Liabilities
for loss contingencies arising from claims, assessments, litigation, fines and
penalties and other sources are recorded when it is probable that a liability
has been incurred and the amount of the assessment can be reasonably
estimated.
Recently Issued Accounting
Pronouncements
Business
Combinations
(Included
in ASC 805 “Business Combinations”, previously SFAS No. 141(R))
This ASC
guidance revised SFAS No. 141, “Business Combinations” and addresses the
accounting and disclosure for identifiable assets acquired, liabilities assumed,
and noncontrolling interests in a business combination. The Company determined
that the Company’s recent business combination and acquisition under the common
control is an exception to this standard and is not subject to the accounting
treatments requirement by this standard.
Noncontrolling
Interests
(Included
in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements, an amendments of ARB No. 51”)
This ASC
guidance establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. It
clarifies that a noncontrolling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. The Company does not anticipate that the
adoption of this statement will have a material effect on the Company’s
financial condition and results of operations.
Interim
Disclosures About Fair Value of Financial Instruments
(Included
in ASC 825 “Financial Instruments”, previously FSP SFAS No. 107-1)
This
guidance requires that the fair value disclosures required for all financial
instruments within the scope of SFAS No. 107, “Disclosures about Fair Value of
Financial Instruments”, be included in
interim financial statements. This guidance also requires entities to disclose
the method and significant assumptions used to estimate the fair value of
financial instruments on an interim and annual basis and to highlight any
changes from prior periods. This guidance was effective for interim periods
ending after September 15, 2009. The Company does not anticipate that the
adoption of this statement will have a material effect on the Company’s
financial condition and results of operations.
13
Accounting
for Transfers of Financial Assets
(To
be included in ASC 860 “Transfers and Serving”, previously SFAS No. 166
“Accounting for Transfers of Financial Assets - an Amendment of FASB No.
140”)
This ASC
guidance addresses information that a reporting entity provides in its financial
statements
about the transfer of financial assets; the effects of a transfer on its
financial position,
financial performance, and cash flows; and a transferor’s continuing
involvement
in transferred financial assets. Also, SFAS No. 166 removes the concept of a
qualifying special purpose entity, limits the circumstances in which a
transferor derecognizes a portion or component of a financial asset, defines
participating interest and enhances the information provided to financial
statement users to provide greater transparency. This guidance is effective for
the first annual reporting period beginning after November 15, 2009. The Company
does not anticipate that the adoption of this statement will have a material
effect on the Company’s financial condition and results of
operations.
Consolidation
of Variable Interest Entities – Amended
(To
be included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB
Interpretation No. 46 (R)”)
SFAS No.
167 amends FASB Interpretation No. 46 (revised in December 2003), “Consolidation of Variable Interest
Entities,” to require an enterprise to perform an analysis to determine
the primary beneficiary of a variable interest entity; to require ongoing
reassessments of whether an enterprise is the primary beneficiary of a variable
interest entity and to eliminate the quantitative approach previously required
for determining the primary beneficiary of a variable interest entity. SFAS No.
167 also requires enhanced disclosures that will provide users of financial
statements with more transparent information about an enterprise’s involvement
in a variable interest entity. SFAS No. 167 is effective for the first annual
reporting period beginning after November 15, 2009. The Company does not
anticipate that the adoption of this statement will have a material effect on
the Company’s financial condition and results of operations.
FASB Accounting Standards
Codification
(Accounting Standards Update (“ASU”)
2009-1)
In June
2009, the FASB approved its Accounting Standards Codification (“Codification”)
as the single source of authoritative United States accounting and reporting
standards applicable for all non-governmental entities, with the exception of
the SEC and its staff. The Codification is effective for interim or annual
financial periods ending after September 15, 2009 and does not have any impact
on the Company’s financial statements as the Company has no previous reference
prior to the Codification.
Multiple Deliverable Revenue
Arrangements
(ASU 2009-13 and
2009-14)
In
October 2009, the FASB issued a new accounting standard which provides guidance
for arrangements with multiple deliverables. Specifically, the new standard
requires an entity to allocate consideration at the inception of an arrangement
to all of its deliverables based on their relative selling prices. In the
absence of the vendor-specific objective evidence or third-party evidence of the
selling prices, consideration must be allocated to the deliverables based on
management’s best estimate of the selling prices. In addition, the new standard
eliminates the use of the residual method of allocation. In October 2009, the
FASB also issued a new accounting standard which changes revenue recognition for
tangible
products containing software and hardware elements. Specifically, tangible
products containing software and hardware that function together to deliver the
tangible products’ essential functionality are scoped out of the existing
software revenue recognition guidance and will be accounted for under the
multiple-element arrangements revenue recognition guidance discussed above. The
Company does not anticipate that the adoption of this statement will have a
material effect on the Company’s financial condition and results of operations
because the Company does not have any multiple deliverable revenue
arrangements.
14
Transfer of Financial
Assets
(ASU 2009-16)
In
December 2009, FASB issued ASU No. 2009-16, Accounting for Transfers of
Financial Assets. This Accounting Standards Update amends the FASB Accounting
Standards Codification for the issuance of FASB Statement No. 166, Accounting
for Transfers of Financial Assets—an amendment of FASB Statement No. 140.The
amendments in this Accounting Standards Update improve financial reporting by
eliminating the exceptions for qualifying special-purpose entities from the
consolidation guidance and the exception that permitted sale accounting for
certain mortgage securitizations when a transferor has not surrendered control
over the transferred financial assets. In addition, the amendments require
enhanced disclosures about the risks that a transferor continues to be exposed
to because of its continuing involvement in transferred financial assets.
Comparability and consistency in accounting for transferred financial assets
will also be improved through clarifications of the requirements for isolation
and limitations on portions of financial assets that are eligible for sale
accounting. The Company does not expect the adoption of this ASU to have a
material impact on its financial statements.
Improvements
to Financial Reporting by Enterprises Involved Variable Interest
Entities
(ASU
2009-17)
In
December, 2009, FASB issued ASU No. 2009-17, Improvements to Financial Reporting
by Enterprises Involved with Variable Interest Entities. This Accounting
Standards Update amends the FASB Accounting Standards Codification for the
issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R).
The amendments in this Accounting Standards Update replace the
quantitative-based risks and rewards calculation for determining which reporting
entity, if any, has a controlling financial interest in a variable interest
entity with an approach focused on identifying which reporting entity has the
power to direct the activities of a variable interest entity that most
significantly impact the entity’s economic performance and (1) the obligation to
absorb losses of the entity or (2) the right to receive benefits from the
entity. An approach that is expected to be primarily qualitative will be more
effective for identifying which reporting entity has a controlling financial
interest in a variable interest entity. The amendments in this Update also
require additional disclosures about a reporting entity’s involvement in
variable interest entities, which will enhance the information provided to
users of
financial statements. The Company is currently evaluating the impact of this
ASU; however, the Company does not expect the adoption of this ASU to have a
material impact on its financial statements.
15
Accounting for Distributions to
Shareholders with Components of Stock and Cash.
(ASU 2010-01)
In
January 2010, FASB issued ASU No. 2010-01- Accounting for Distributions to
Shareholders with Components of Stock and Cash. The amendments in this Update
clarify that the stock portion of a distribution to shareholders that allows
them to elect to receive cash or stock with a potential limitation on the total
amount of cash that all shareholders can elect to receive in the aggregate is
considered a share issuance that is reflected in EPS prospectively and is not a
stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings
Per Share). The amendments in this update are effective for interim and annual
periods ending on or after December 15, 2009, and should be applied on a
retrospective basis. The Company does not expect the adoption of this ASU to
have a material impact on its financial statements.
Accounting
and Reporting for Decreases in Ownership of a Subsidiary
(ASU
2010-02)
In
January 2010, FASB issued ASU No. 2010-02 – Accounting and Reporting for
Decreases in Ownership of a Subsidiary – a Scope Clarification. The amendments
in this Update affect accounting and reporting by an entity that experiences a
decrease in ownership in a subsidiary that is a business or nonprofit activity.
The amendments also affect accounting and reporting by an entity that exchanges
a group of assets that constitutes a business or nonprofit activity for an
equity interest in another entity. The amendments in this update are effective
beginning in the period that an entity adopts SFAS No. 160, “Non-controlling
Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.” If
an entity has previously adopted SFAS No. 160 as of the date the amendments in
this update are included in the Accounting Standards Codification, the
amendments in this update are effective beginning in the first interim or annual
reporting period ending on or after December 15, 2009. The amendments in this
update should be applied retrospectively to the first period that an entity
adopted SFAS No. 160. The Company does not expect the adoption of this ASU to
have a material impact on its financial statements.
Accounting
and Reporting for Decreases in Ownership of a Subsidiary (ASU 2010-06)
In
January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair
Value Measurements. This update provides amendments to Subtopic 820-10 that
requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2. A
reporting entity should disclose separately the amounts of significant transfers
in and out of Level 1 and Level 2 fair value measurements and describe the
reasons for the transfers. 2) Activity in Level 3 fair value measurements. In
the reconciliation for fair value measurements
16
using
significant unobservable inputs (Level 3), a reporting entity should present
separately information about purchases, sales, issuances, and settlements (that
is, on a gross basis rather than as one net number). This update provides
amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1)
Level of disaggregation. A reporting entity should provide fair value
measurement disclosures for each class of assets and liabilities. A class is
often a subset of assets or liabilities within a line item in the statement of
financial position. A reporting entity needs to use judgment in determining the
appropriate classes of assets and liabilities. 2) Disclosures about inputs and
valuation techniques. A reporting entity should provide disclosures about the
valuation techniques and inputs used to measure fair value for both recurring
and nonrecurring fair value measurements. Those disclosures are required for
fair value measurements that fall in either Level 2 or Level 3. The new
disclosures and clarifications of existing disclosures are effective for interim
and annual reporting periods beginning after December 15, 2009, except for the
disclosures about purchases, sales, issuances, and settlements in the roll
forward of activity in Level 3 fair value measurements. Those disclosures are
effective for fiscal years beginning after December 15, 2010, and for interim
periods within those fiscal years. The Company is currently evaluating the
impact of this ASU, however, the Company does not expect the adoption of this
ASU to have a material impact on its financial statements.
NOTE
3 – ACCOUNTS RECEIVABLE
The
Company provides an allowance for doubtful accounts related to its receivables.
The receivables and allowance balances at December 31, 2009 and 2008 are as
follows:
Years
Ended At December 31,
|
||||||||
2009 | 2008 | |||||||
Accounts
Receivable
|
$ | 52,780 | $ | 5,730 | ||||
Less:
Allowance for Doubtful Accounts
|
(5,730 | ) | (5,730 | ) | ||||
Accounts
Receivable, Net
|
$ | 47,050 | $ | 0 |
NOTE
4 - INVENTORIES
The
inventories at December 31, 2009 and 2008 consisted of the follows:
17
Years
Ended At December 31,
|
||||||||
2009
|
2008
|
|||||||
Raw
materials
|
$
|
175,382
|
$
|
115,640
|
||||
Finished
goods
|
359,535
|
|
194,206
|
|
||||
Total
Inventories
|
$
|
534,917
|
$
|
309,846
|
The
Company has several manufacturing and assembling lines, in which the whole
manufacturing and assembling processes take only about 1-5 minutes. All products
are completed before the close of each day. Therefore, the Company does not
carry any work-in-process inventories.
NOTE
5 – PREPAYMENTS AND OTHER CURRENT ASSETS
Prepayments
and Other Current Assets at December 31, 2009 and 2008 consisted of the
follows:
Years
Ended At December 31,
|
||||||||
2009
|
2008
|
|||||||
Prepayments
for Raw Materials
|
$ | 62,274 | $ | 19,675 | ||||
Prepayments
for Rent, Advertisement, and Other Office
|
||||||||
Expenses
|
17,589 | 11,813 | ||||||
Other
Receivables
|
43,105 | 16,739 | ||||||
Total
Prepayments and Other Current Assets
|
$ | 122,968 | $ | 48,227 |
NOTE
6 – PROPERTY, PLANT AND EQUIPMENT
At December 31, 2009 and 2008, Property, Plant and Equipment
consisted of the follows:
18
Estimated | Years Ended At December 31, | |||||||||||
useful
life
|
2009
|
2008
|
||||||||||
(Years)
|
Balance
|
Balance
|
||||||||||
Buildings
and Improvements
|
20 | $ | 91,755 | $ | 91,669 | |||||||
Machinery
and Equipment
|
5-10
|
683,084 | 634,485 | |||||||||
Transportation
Equipment
|
5 | 31,136 | 31,106 | |||||||||
Office
Equipment
|
5 | 11,866 | 11,103 | |||||||||
Property,
Plant and Equipment
|
817,840 | 768,362 | ||||||||||
Less:
Accumulated
|
||||||||||||
Depreciation
|
(194,850 | ) | (118,866 | ) | ||||||||
Net,
Property, Plant andEquipment
|
$ | 622,991 | $ | 649,496 |
The
Company recorded depreciation expenses of $75,984 and $72,986 for the years
ended at December 31, 2009 and 2008, respectively. There were no impairment
provisions made at December 31, 2009 and 2008.
NOTE
7 – SHORT TERM BANK LOANS
As of
December 31, 2009, the Company had one outstanding short term bank loan which
was used primarily to fund business operations. This loan, lent by Chinese
Commercial Bank, carried annual interest rate of 5.5755%. The full amount of
$494,354 was repaid in the first quarter of 2010.
19
NOTE
8 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued
Expenses and Other Current Liabilities at December 31, 2009 and 2008 consisted
of the follows:
Years
Ended At December 31,
|
|||||||||
2009
|
2008
|
||||||||
Accrued
expenses
|
$ | 32,098 | $ | 9,930 | |||||
Other
payables and accruals
|
148,209 | 228,494 | |||||||
Total Accrued Expenses and Other Current Liabilities | $ | 180,307 | $ | 238,424 |
NOTE
9 – LONG-TERM DEBT
At
December 31, 2009 and 2008, Long-term Debt consisted of the
follows:
Years
Ended At December 31,
|
||||||||
2009 |
2008
|
|||||||
Long-term
Loan From Bank,
|
||||||||
unsecured,
with interest rate of 5.94% per annum payable yearly, with principal due
January 1, 2011.
|
$ | 133,574 | $ | 233,092 | ||||
Long-term
Loan From Related Parties – Maolin Shi, non-interest bearing, unsecured,
and payable on demand.
|
31,181 | 31,181 | ||||||
Total
Long-term Debt
|
$ | 164,755 | $ | 264,273 |
20
NOTE
10 – DISTRIBUTION OF INCOME
Under the
laws of the PRC, net income after taxation can only be distributed as dividends
after appropriation has been made for the following: (i) cumulative prior years’
losses, if any; (ii) allocations to the “Statutory Surplus Reserve” of at least
10% of net income after tax, as determined under PRC accounting rules and
regulations, until the fund amounts to 50% of the Company’s registered capital;
(iii) allocations of 5-10% of income after tax, as determined under PRC
accounting rules and regulations, to the Company’s “Statutory Common Welfare
Fund”, which is established for the purpose of providing facilities and other
collective benefits to employees in PRC; and (iv) allocations to any
discretionary surplus reserve, if approved by stockholders.
As of
December 31, 2009, the Company has not made any reserve for the dividends
distribution and any dividends distribution to its shareholders.
NOTE
11 – INCOME TAXES
Substantially
all of the Company’s taxable income and related tax expense are from PRC
sources. Guangzhou Linda Illumination Industry Co., Ltd. files income tax
returns under the Income Tax Law of the People’s Republic of China Concerning
Foreign Investment Enterprises and Foreign Enterprises and local income tax laws
(the “PRC Income Tax Law”). In accordance with the relevant PRC Income Tax Law,
the profits of the Company derived in 2010, 2009, and 2008 are fully exempted
from income taxes.
As result
of the tax exemptions, there was no income tax payable for the Company for the
years ended at December 31, 2009 and 2008.
NOTE
12 - COMMITMENTS AND CONTINGENCIES Operating Leases
The
Company leases its offices in Guangzhou City, including commercial office space
and manufacturing facilities under non-cancellable operating leases expiring on
November 10, 2010. Future minimum lease payments required under these
non-cancelable operating leases are only for the remaining fiscal year ending at
December 31, 2010, and are at value of $17,725.
For the
fiscal years ended at December 31, 2009 and 2008, rent expense relating to
operating leases amounted to $21,256 and $20,907, respectively.
21
NOTE
13 - SHAREHOLDERS’ EQUIRTY
The
Company has authorized 10,000 shares of common stock, par value $0.1281 per
share. As of December 31, 2009 and 2008, there were 10,000 shares of common
stock outstanding, respectively. The Company has no authorized preferred
stock.
NOTE
14 - RELATED PARTY TRANSACTIONS AND BALANCES
An
individual or entity is considered to be a related party if the person or the
entity has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and
operational decisions. An individual or entity is also considered to be related
if the person or the entity is subject to common control or common significant
influence.
The
related parties of the company are comprised as follows:
Related Party Name | Relationship with the Company |
Guangzhou Linda Electric Co, Ltd | Entity controlled by Maolin Shi |
Maolin Shi | 66.25% Shareholder and CEO |
Landan Qin | 11.25% Shareholder and wife of Maolin Shi |
Qinglin Shi | 11.25% Shareholder |
ChunFang Shi | 11.25% Shareholder and CFO |
The
interests of Mr Maolin Shi and his wife, Landan Qin are under common control of
Mr Maolin Shi.
(i) Due to Related
Parties
Due to
Related Parties at December 31, 2009 and 2008 consisted of the
follows:
Years Ended At December | ||||||||
Related Party Name and Transaction 31, | 2009 | 2008 | ||||||
Guangzhou
Linda Electric CO, Ltd
(The
loan is non-interest bearing, unsecured, and payable on
demand.)
|
$ | 8,742 | $ | 8,733 | ||||
Maolin
Shi
(The
loan is non-interest bearing, unsecured, and payable on
demand.)
|
115,106 | 195,471 | ||||||
|
||||||||
Landan
Qin
(The
loan is non-interest bearing, unsecured, and payable on
demand.)
|
7,323 | 7,316 | ||||||
|
||||||||
Qinglin
Shi
(The
loan is non-interest bearing, unsecured, and payable on
demand.)
|
14,645 | 14,631 | ||||||
Due
to Related Parties
|
$ | 145,816 | $ | 226,151 |
22
(ii) Due
from Related Party:
Due from
Related Parties, at December 31, 2009 and 2008, consisted of the following
balances:
Years Ended At December | ||||||||
Related Party Name 31, | 2009 | 2008 | ||||||
Guangzhou Linda Electric Co, Ltd | $ | 428 | $ | 428 | ||||
Due from Related Party | $ | 428 | $ | 428 |
(iii) Other
Related Party Arrangement:
On
January 11, 2008, Mr. Maolin Shi and his wife, Mrs. Landan Qin, co-signed a loan
contract between Guangzhou Linda Illumination Industry Co., Ltd and Heng Seng
Bank, Shen Zhen Branch. This loan, in the amount of RMB 2.061 million (USD $0.3
million), is pledged by the Company’s brand new equipments and is a 3-year loan
with the maturity date of January 11, 2011. Under this arrangement, Mr. Maolin
Shi and his wife, Mrs. Landan Qin, will be liable for the payment of the loan in
case of the Company's default on the loan.
NOTE
15 – MAJOR CUSTOMERS
The
revenues from the Company’s three major customers, in the amount of $1,149,908
in 2009 and
$307,477 in 2008, comprise approximately 49% and 30% of the Company's total
revenues for the years ended at December 31, 2009 and 2008, respectively.
Because the Company did not make credit sales to these customers, there were no
accounts receivable balances for these customers for the years ended at December
31, 2009 and 2008. There are no formal renewal contracts with these customers as
of the cut-off date, but the Company has done business with these customers
since its inception of business operations.
23
Revenues
and percentage of the revenues of the Company from these three major customers
for the years ended at December 31, 2009 and 2008 consisted of the
follows:
Years Ended At December 31, | ||||||||||||||||
2009 | 2008 | |||||||||||||||
Customer Name | Revenue | % | Revenue | % | ||||||||||||
Guangzhou
Oushiman Illumination Company
|
$ | 524,281 | 22 | % | $ | 75,089 | 7 | % | ||||||||
Guangzhou
Ruiwei Decoration Mall
|
506,751 | 22 | % | 127,782 | 13 | % | ||||||||||
Hebei
Dabao Lamp Limited Company
|
$ | 118,876 | 5 | % | $ | 104,605 | 10 | % |
NOTE
16 – CONCENTRATIONS OF RISK
Concentrations
of Suppliers
Guangzhou
Baiyun District Jingliang Circuit Board Company, Fujian Anxi Minghua Bettery
Company, and Shenzhen Riliqi Photoelectricity Technology CO., Ltd, unrelated
vendors, accounted for 26%, 22%, and 21% of total purchases of the Company for
the year ended at December 31, 2009, and 0%, 0% and 46% of accounts payables as
of December 31, 2009, respectively. Fujian Anxi Minghua Bettery Company,
Shenzhen Riliqi Photoelectricity Technology CO, Ltd, and Zhongshan City Nengte
Electrical Power Technology CO., Ltd, unrelated vendors, accounted for 47%, 17%,
11% of total purchases of the Company for the year ended at December 31, 2008,
and 0%, 95% and 0% of accounts payable as of December 31, 2008,
respectively.
The
Company does not have credit purchase term with Guangzhou Baiyun District
Jingliang Circuit Board Company and Fujian Anxi Minghua Bettery Company.
Instead, the payments were made either in advance or upon the delivery of goods.
Therefore, the Company did not have any Accounts Payable balances with these two
major suppliers for the years ended at December 31, 2009 and 2008.
24
NOTE
17 – OFF-BALANCE SHEET ARRANGEMENT
The
Company has no off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on its financial condition, revenues, and
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to its shareholders.
NOTE
18 - FOREIGN OPERATIONS
(i) Operations
Substantially
all of the Company’s operations are carried out and all of its assets are
located in the PRC. Accordingly, the Company’s business, financial condition and
results of operations may be influenced by the political, economic and legal
environments in the PRC. The Company’s business may be influenced by changes in
governmental policies with respect to laws and regulations, anti-inflationary
measures, currency fluctuation and remittances, and methods of taxation, among
other things.
(ii) Dividends
and Reserves
Under the
laws of the PRC, net income after taxation can only be distributed as dividends
after appropriation has been made for the following: (i) cumulative prior years’
losses, if any; (ii) allocations to the “Statutory Surplus Reserve” of at least
10% of net income after tax, as determined under PRC accounting rules and
regulations, until the fund amounts to 50% of the Company’s registered capital;
(iii) allocations of 5-10% of income after tax, as determined under PRC
accounting rules and regulations, to the Company’s “Statutory Common Welfare
Fund”, which is established for the purpose of providing facilities and other
collective benefits to employees in PRC; and (iv) allocations to any
discretionary surplus reserve, if approved by stockholders.
As of
December 31, 2009, the Company, based on stockholders’ decision, has not
established any appropriation for “Statutory Surplus Reserve”, “Statutory Common
Welfare fund”, and other surplus reserves, and has not distributed any dividends
to its shareholders.
25
NOTE
19 – NET INCOME PER COMMON SHARE
For
Years Ended At
December
31,
|
||||||||
2009 | 2008 | |||||||
Net
income
|
$ | 188,800 | $ | 25,662 | ||||
Other
Comprehensive Income - Foreign Currency Transaction
Gain or (Loss)
|
492 | 28,004 | ||||||
Comprehensive
Income
|
189,292 | 53,666 | ||||||
Weighted
average common shares outstanding
|
10,000 | 10,000 | ||||||
Net
income per common share-basic and Diluted
|
$ | 18.88 | $ | 2.57 |
NOTE
20 – SUBSEQUENT EVENTS
(i)
Equity Interest Transfer Agreement
Before
March 11, 2010, Guangzhou Linda Electronic CO., Ltd was the 75% shareholder of
Guangzhou Linda Illumination Industry CO., Ltd, and Linda International Lighting
Co., Ltd was the 25% shareholder of Guangzhou Linda Illumination Industry CO.,
Ltd. Mr. Maolin Shi was the sole shareholder of Linda International Lighting,
CO., Ltd, and owned 55% of Guangzhou Linda Electronic CO., Ltd. The remaining
45% shares of Guangzhou Linda Electronic CO., Ltd were owned by Mrs. Landan Qin,
Mr. Maolin Shi’s wife, Mr. Qinglin Shi, Mr. Maolin Shi’s brother, and Ms.
Chunfang Shi, Mr. Maolin Shi’s sister.
On March
11, 2010, Mr. Maolin Shi, the sole shareholder of Linda International Lighting,
CO., Ltd, on behalf of Linda International Lighting, CO., Ltd, received 33.75%
of interest in net assets of Guangzhou Linda Illumination Industry CO., Ltd from
his wife, Mrs. Landan Qin, his brother, Mr. Xinglin Shi, and his sister, Ms.
Chunfang Shi, 11.25% each, through their ownership in Guangzhou Linda Electronic
CO., Ltd. In addition, Mr. Maolin Shi transferred his own 41.25% interest in
Guangzhou Linda Illumination Industry CO., Ltd, through his ownership in
Guangzhou Linda Electronic CO., Ltd, to Linda International Lighting, CO., Ltd.
After this transaction, Linda International Lighting, CO., Ltd becomes a 100%
shareholder of Guangzhou Linda Illumination Industry CO., Ltd. Mr. Maolin Shi
becomes the sole owner of Guangzhou Linda Illumination Industry CO.,
Ltd.
The total
consideration for the transfer of 75% of equity interest of Guangzhou Linda
Illumination Industry CO., Ltd was HK$750,000 (USD $96,653) and was paid in cash
on the same day when the transfer was effective.
26
NOTE
21 – PRESENT ONLY FINANCIAL INFORMATION – THE HOLDING COMPANY’S BALANCE SHEET
AND STATEMENT OF OPERATIONS
The
following Balance Sheet and Statement of Operations for the years ended at
December 31, 2009 and 2008, respectively, include only the accounts of Linda
International Lighting CO., Ltd, and do not include any accounts of Guangzhou
Linda Illumination Industry CO., Ltd.
LINDA
INTERNATIONAL LIGHTING CO., LTD
AS
A HOLDING COMPANY OF GUANGZHOU LINDA ILLUMINATION INDUSTRY CO., LTD
(i)
Balance Sheet
BALANCE
SHEET
UNIT: USD $
December
31,
|
||||||||
2009 | 2008 | |||||||
Assets
|
||||||||
Cash
|
$ | 0 | $ | 322 | ||||
Investment
in Guangzhou Linda Illumination
|
||||||||
Industry
CO., Ltd
|
31,180 | 31,180 | ||||||
Total
Assets
|
31,180 | 31,503 | ||||||
Liabilities
and Stockholders' Equity
|
||||||||
Loan
to Related Parties
|
31,180 | 31,180 | ||||||
Total
Liabilities
|
31,180 | 31,180 | ||||||
Stockholders'
Equity
|
||||||||
Paid-in
Capital
|
1,281 | 1,281 | ||||||
Retained
Earnings
|
(1,291 | ) | (968 | ) | ||||
Total
stockholders' Equity
|
(10 | ) | 313 | |||||
Accumulated Balance of Other Comprehensive Income | 10 | 10 | ||||||
Total Liabilities and Stockholders' Equity: | $ | 31,180 | $ | 31,503 |
27
(ii)
Statement of Operations
STATEMENT
OF OPERATIONS
For
the Years Ended at
December
31,
|
||||||||
2009 | 2008 | |||||||
Operating
Expense
|
||||||||
General
& Administrative expenses
|
$ | 323 | $ | 321 | ||||
Total
Operating Expense
|
323 | 321 | ||||||
Income
Before Tax
|
(323 | ) | (321 | ) | ||||
Income
Tax
|
0 | 0 | ||||||
Net
income
|
(323 | ) | (321 | ) | ||||
Unrealized
Foreign Currency Translation Gain
|
||||||||
(Loss)
|
8 | 9 | ||||||
Comprehensive
Income
|
$ | (315 | ) | $ | (312 | ) |
28