Attached files
file | filename |
---|---|
8-K - YARRAMAN WINERY, INC. | v185707_8k.htm |
EX-3 - YARRAMAN WINERY, INC. | v185707_ex3.htm |
EX-2 - YARRAMAN WINERY, INC. | v185707_ex2.htm |
Exhibit 1
ACSB Acquavella, Chiarelli, Shuster,
Berkower & Co., LLP
|
|
517
Route One
|
1
Penn Plaza
|
Iselin,
New Jersey 08830
|
|
732.
855.9600
|
New
York, NY 10119
|
Fax:732.855.9559
|
212.786-7510
|
www.acsbco.com
|
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders of
Asia
Distribution Solutions Limited
We have
audited the accompanying consolidated balance sheet of Asia Distribution
Solutions Limited (the “Company”) as of December 31, 2008 and 2007
and the related consolidated statement of operations and comprehensive loss,
stockholders' equity (deficit) and cash flows for the year ended December 31,
2008 and 2007. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
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 consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of December
31, 2008 and 2007 and the results of their operations and their cash flows for
the year ended December 31, 2008 and 2007, in conformity with accounting
principles generally accepted in the United States of America.
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has incurred operating
losses and has negative cash flows from operations for the year ended December
31, 2008 and 2007. These issues raise substantial doubt about the Company's
ability to continue as a going concern. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
Acquavella,
Chiarelli, Shuster, Berkower & Co., LLP
/s/ Acquavella, Chiarelli, Shuster, Berkower & Co., LLP |
Certified
Public Accountants
|
New
York, N.Y.
|
May
6, 2010
|
F-1
ASIA DISTRIBUTION SOLUTIONS LIMITED AND
SUBSIDIARIES
CONSOLIDATED BALANCE
SHEETS
December 31,
2008
|
December 31,
2007
|
|||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
|
$ | 126,593 | $ | 920,711 | ||||
Accounts receivable,
net
|
977,340 | 3,790 | ||||||
Inventory
|
708,600 | 27,458 | ||||||
Prepayment
|
16,423 | - | ||||||
Due from related
party
|
1,199,478 | 215,094 | ||||||
Due from
Director
|
10,688 | - | ||||||
Other
receivables
|
242,390 | 720,463 | ||||||
Total Current
Assets
|
3,281,512 | 1,887,516 | ||||||
Property, plant and equipment,
net
|
29,929 | 47,231 | ||||||
Other
Assets
|
||||||||
Deposits
|
509,908 | 656,127 | ||||||
Goodwill
|
5,524,339 | 3,417,960 | ||||||
Intangible
assets
|
184,331 | 254,253 | ||||||
Total Other
Assets
|
6,218,578 | 4,328,340 | ||||||
$ | 9,530,019 | $ | 6,263,087 | |||||
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Accounts payable and accrued
expenses
|
$ | 370,825 | $ | 390,200 | ||||
Line of
credit
|
632,614 | - | ||||||
Other
payable
|
1,143,185 | - | ||||||
Income tax
provision
|
6,007 | 3,903 | ||||||
Deferred
revenue
|
66,019 | 21 | ||||||
Due to related
party
|
1,658,658 | 114,264 | ||||||
Total Current
Liabilities
|
3,877,309 | 508,388 | ||||||
Stockholders'
Equity
|
||||||||
Common stock, approximately $.01
par value, 100,000,000 shares authorized 31,969,358 and 30,676,000 shares
issued and outstanding
|
637,780 | 612,385 | ||||||
Additional paid in
capital
|
5,912,014 | 4,900,636 | ||||||
Share option
reserve
|
227,224 | 227,224 | ||||||
Other comprehensive income
(loss)
|
(219,874 | ) | 82,548 | |||||
Accumulated
deficit
|
(904,433 | ) | (68,094 | ) | ||||
Total Stockholders'
Equity
|
5,652,711 | 5,754,699 | ||||||
$ | 9,530,019 | $ | 6,263,087 |
The accompanying notes are an integral
part of these audited consolidated financial statements.
F-2
CONSOLIDATED
STATEMENTS OF OPERATIONS
DECEMBER
31, 2008 AND FOR THE PERIOD FROM APRIL 10, 2007 (DATE OF INCEPTION) TO DECEMBER
31, 2007
December
31, 2008
|
December
31, 2007
|
|||||||
Sales,
net
|
$ | 6,072,358 | $ | 54,660 | ||||
Cost
of sales
|
5,097,134 | 83,410 | ||||||
Gross
profit (loss)
|
975,224 | (28,750 | ) | |||||
Selling,
general and administrative expenses
|
1,350,715 | 114,564 | ||||||
Total
operating expenses
|
1,350,715 | 114,564 | ||||||
Income
(Loss) from operations
|
(375,491 | ) | (143,314 | ) | ||||
Other
(Income) Expense
|
||||||||
Interest
expense
|
32,828 | - | ||||||
Impairment
loss
|
244,897 | 213,613 | ||||||
Bank
charge
|
371,705 | |||||||
Bad
debt
|
62,464 | 80,385 | ||||||
Exchange
difference
|
8,625 | (32,463 | ) | |||||
Other
(income) expenses net
|
(376,426 | ) | (336,755 | ) | ||||
Total
Other (Income) Expense
|
344,093 | (75,220 | ) | |||||
Income
(loss) before income taxes
|
(719,584 | ) | (68,094 | ) | ||||
Provision
for income taxes
|
116,755 | - | ||||||
Net
Income (Loss)
|
$ | (836,339 | ) | $ | (68,094 | ) | ||
Net
income (loss) per share:
|
||||||||
Basic
|
$ | (0.03 | ) | $ | (0.01 | ) | ||
Diluted
|
$ | (0.03 | ) | $ | (0.01 | ) | ||
Weighted
average number of shares outstanding:
|
||||||||
Basic
|
31,792,153 | 10,456,977 | ||||||
Diluted
|
31,792,153 | 10,456,977 |
The
accompanying notes are an integral part of these audited consolidated financial
statements.
F-3
ASIA DISTRIBUTION SOLUTIONS LIMITED AND
SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS'
EQUITY
DECEMBER 31, 2008 AND FOR THE PERIOD
FROM APRIL 10, 2007 (DATE OF INCEPTION) TO DECEMBER 31, 2007
Additional
|
Other
|
Total
|
||||||||||||||||||||||||||
Common
Stock
|
Paid
|
Comprehensive
|
Option
|
Accumulated
|
Stockholders'
|
|||||||||||||||||||||||
Shares
|
Amount
|
in
Capital
|
Income
(Loss)
|
Reserve
|
Deficit
|
Equity
|
||||||||||||||||||||||
Balance
as of April 10, 2007
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||
Proceed
from issuance of shares
|
3,110,000 | 63,401 | 1,254,436 | - | - | - | 1,317,837 | |||||||||||||||||||||
Issuance
of shares for acquisitions and related
expenses
|
27,566,000 | 548,984 | 3,873,424 | 4,422,408 | ||||||||||||||||||||||||
Net
income for the year ended December 31, 2007
|
- | - | - | - | - | (68,094 | ) | (68,094 | ) | |||||||||||||||||||
Options
issuance
|
- | - | (227,224 | ) | - | 227,224 | - | - | ||||||||||||||||||||
Other
comprehensive gain
|
- | - | - | 82,548 | - | - | 82,548 | |||||||||||||||||||||
Balance
as of December 31, 2007
|
30,676,000 | 612,385 | 4,900,636 | 82,548 | 227,224 | (68,094 | ) | 5,754,699 | ||||||||||||||||||||
Contribution
to equity
|
- | - | 21,556 | - | - | - | 21,556 | |||||||||||||||||||||
Issuance
of shares for acquisitions
|
754,358 | 14,838 | 713,179 | 728,017 | ||||||||||||||||||||||||
Issuance
of shares for inventory
|
539,000 | 10,557 | 276,643 | 287,200 | ||||||||||||||||||||||||
Net
loss for the year ended December 31, 2008
|
- | - | - | - | - | (836,339 | ) | (836,339 | ) | |||||||||||||||||||
Other
comprehensive gain
|
- | - | - | (302,422 | ) | - | - | (302,422 | ) | |||||||||||||||||||
Balance
as of December 31, 2008
|
31,969,358 | $ | 637,780 | $ | 5,912,014 | $ | (219,874 | ) | $ | 227,224 | $ | (904,433 | ) | $ | 5,652,711 |
The
accompanying notes are an integral part of these audited consolidated financial
statements.
F-4
CONSOLIDATED
STATEMENTS OF CASH FLOWS
DECEMBER
31, 2008 AND FOR THE PERIOD FROM APRIL 10, 2007 (DATE OF INCEPTION) TO DECEMBER
31, 2007
December
31, 2008
|
December
31, 2007
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
Income (Loss)
|
$ | (836,339 | ) | $ | 12,291 | |||
Adjustments
to reconcile net income to net cash used in operating
activities:
|
||||||||
Impairment
loss
|
253,805 | 213,613 | ||||||
Bad
debt
|
349,664 | |||||||
Depreciation
|
3,936 | 227 | ||||||
(Increase)
/ decrease in assets:
|
||||||||
Accounts
receivables
|
(731,433 | ) | (36,076 | ) | ||||
Inventory
|
(402,959 | ) | (27,458 | ) | ||||
Other
receivables
|
(81,967 | ) | 47,093 | |||||
Deposits
and preapid expenses
|
(29,328 | ) | - | |||||
Due
from related party
|
(482,342 | ) | (448,537 | ) | ||||
Increase
in liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
623,205 | 323,676 | ||||||
Income
tax payable
|
266,487 | - | ||||||
Deferred
revenue
|
65,998 | 21 | ||||||
Due
to related party
|
(212,287 | ) | (179,074 | ) | ||||
Total
Adjustments
|
(377,221 | ) | (106,515 | ) | ||||
Net
cash used in operations
|
(1,213,560 | ) | (94,224 | ) | ||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchase
of property and equipment
|
(2,382 | ) | - | |||||
Acquisition
of subsidiaries, net of cash acquired
|
53,586 | 51,865 | ||||||
Net
cash provided by investing activities
|
51,204 | 51,865 | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds
from issuance of common stock
|
- | 1,323,726 | ||||||
Contribution
of capital
|
21,556 | - | ||||||
Proceeds
from line of credit
|
632,614 | - | ||||||
Net
cash provided by financing activities
|
654,170 | 1,323,726 | ||||||
Effect
of exchange rate changes on cash and cash equivalents
|
(285,932 | ) | (360,656 | ) | ||||
Net
decrease in cash and cash equivalents
|
(794,118 | ) | 920,711 | |||||
Cash
and cash equivalents, beginning balance
|
920,711 | - | ||||||
Cash
and cash equivalents, ending balance
|
$ | 126,593 | $ | 920,711 | ||||
SUPPLEMENTAL
DISCLOSURES:
|
||||||||
Cash
paid for:
|
||||||||
Income
tax payments
|
$ | - | $ | - | ||||
Non-cash
financing and investing activities
|
||||||||
Issuance
of shares for acquisitions
|
$ | 728,017 | $ | 4,416,519 | ||||
Issuance
of shares for inventory
|
$ | 287,200 | $ | - |
The accompanying notes are an integral
part of these audited consolidated financial statements.
F-5
ASIA
DISTRIBUTION SOLUTIONS LIMITED
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR
ENDED DECEMBER 31, 2008
NOTE 1 -
NATURE OF
OPERATIONS
Details of the subsidiaries are as
follows:
Equity Interest
Held
|
||||||||||
Name of
Company
|
Country of Incorporation/
Registration
|
Direct
|
Indirect
|
|||||||
Panda Express China
Limited
|
The British Virgin Island
(BVI)
|
100 | % | |||||||
Panda Xpress International Co.,
Pte. Ltd.
|
Republic of
Singapore
|
100 | % | |||||||
Shanghai Shen Xuan Food
Manufacturing Co., Ltd. ("Shen Xuan")
|
The People's Republic of China
("PRC")
|
100 | % | |||||||
Vitality Development Holdings
Limited ("Vitality Development")
|
The British Virgin
Island
|
100 | % | |||||||
Shanghai Run Ke Trading Co.,
Ltd.
|
PRC
|
100 | % | |||||||
Highland Mist Holdings,
Ltd.
|
BVI
|
100 | % | |||||||
Tropical Spendor Int'l
Ltd.
|
BVI
|
100 | % | |||||||
Cheng Du Li
Yuan
|
PRC
|
100 | % |
The ADSL
Group provides distribution and manufacturing services for foreign and PRC
companies to import and sell their branded beverage and food products in the
PRC. The Group also provides procurement and logistic solutions to supermarkets,
hotels and clubhouses, selected high-street restaurants and bars, cafes and
bakeries, together with beverage wholesalers and retailers, generally referred
to in the trade industry as on-premise or HORECA, (being hotel, restaurant and
cafe) accounts.
The Group
distributes a range of branded beverages, including Tiger and Heineken beers,
Snapple’s fruit drinks, as well as bottling a range of non-alcoholic beverages
for retailers’ own brands, including Dia (a subsidiary of Carrefour,
France).
The
business started in 1998 in Shanghai, the largest and fastest growing regional
beverage market in China. The Group’s management has been able to quickly
capture a large share of this rapidly growing market by supporting foreign
brands (including Heineken and Tiger beers) that seek local distribution but are
hindered by the range of complex regulations, diverse distribution networks,
widely scattered consumer demand centers and a range of local taste
preferences.
The Group
offers customers comprehensive solutions in the area of distribution,
procurement logistics and manufacturing for local and foreign companies
participating in the packaged food and beverage market in the PRC. The Group
provides a comprehensive range of services.
·
|
Importation and customs clearance assistance; | |
|
·
|
New
product development;
|
|
·
|
Product
sourcing and manufacturing;
|
|
·
|
Sales
and marketing; and
|
|
·
|
Payment
collection.
|
The Group
has secured distribution agreements as a preferred supplier with Tiger Beer,
Heineken Beer and Snapple (owned by Cadbury Schweppes).
NOTE 2 -
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of
Presentation
The
accompanying consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America. The functional currency of the Group are in Hong Kong Dollars
(“HKD”), British Pound (“GBP”) and the Chinese Yuan Renminbi (“CNY”); however,
the accompanying consolidated financial statements have been translated and
presented in United States Dollars (“USD” or “$”).
F-6
Exchange Gain
(Loss)
During
the years ended the transactions of the Group were denominated in foreign
currency and were recorded in HKD, GBP and CYN at the rates of exchange in
effect when the transactions occur. Exchange gains and losses are recognized for
the different foreign exchange rates applied when the foreign currency assets
and liabilities are settled.
Translation
Adjustment
During
the year ended December 31, 2008 and 2007, the accounts of the Group were
maintained, and its financial statements were expressed, in HKD, GBP and CYN.
Such financial statements were translated into U.S. Dollars (USD) in accordance
with Statement of Financial Accounts Standards (“SFAS”) No. 52, “Foreign
Currency Translation,” (codified in Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) Topic 830) with the CNY as
the functional currency. According to the Statement, all assets and liabilities
were translated at the current exchange rate, stockholder’s equity are
translated at the historical rates and income statement items are translated at
the average exchange rate for the period. The resulting translation adjustments
are reported under other comprehensive income in accordance with SFAS No. 130,
“Reporting Comprehensive Income” as a component of shareholders’ equity
(codified in FASB ASC Topic 220).
Principles of
Consolidation
The
consolidated financial statements include the accounts of Asia Distribution
Solutions, Limited and its wholly owned subsidiaries, collectively referred to
within as “the Company”. All material intercompany accounts, transactions
and profits have been eliminated in consolidation.
Revenue
Recognition
The
Company's revenue recognition policies are in compliance with SEC Staff
Accounting Bulletin (SAB) 104 (codified in FASB ASC Topic 480). Sales revenue is
recognized when the significant risks and rewards of the ownership of goods have
been transferred to the buyers. No revenue is recognized if there are
significant uncertainties regarding the recovery of the consideration due, the
possible return of goods, or when the amount of revenue and the costs incurred
or to be incurred in respect of the transaction cannot be measured
reliably.
The
Company’s standard terms are ‘FOB’ shipping point, with no customer acceptance
provisions. No products are sold on consignment. Credit sales are recorded as
trade accounts receivable and no collateral is required. Revenue from items sold
through the Company’s retail location is recognized at the time of sale. The
Company has established an allowance for doubtful accounts based upon factors
pertaining to the credit risk of specific customers, historical trends, and
other information. Delinquent accounts are written-off when it is determined
that the amounts are uncollectible. Revenues are recognized net of the
amount of goods and services tax payable and net of value-added tax
(“VAT”).
Income
Taxes
The
Company utilizes SFAS No. 109, “Accounting for Income Taxes,” (codified in FASB
ASC Topic 740), which requires recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that were
included in the financial statements or tax returns. Under this method, deferred
income taxes are recognized for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their
financial reporting amounts at each period end based on enacted tax laws
and statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.
The
Company adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, (codified in FASB ASC Topic 740) on January 1,
2007. As a result of the implementation of FIN 48, the Company made a
comprehensive review of its portfolio of tax positions in accordance with
recognition standards established by FIN 48. As a result of the implementation
of Interpretation 48, the Company recognized no material adjustments to
liabilities or stockholders’ equity. When tax returns are filed, it is highly
certain that some positions taken would be sustained upon examination by the
taxing authorities, while others are subject to uncertainty about the merits of
the position taken or the amount of the position that would be ultimately
sustained. The benefit of a tax position is recognized in the financial
statements in the period during which, based on all available evidence,
management believes it is more likely than not that the position will be
sustained upon examination, including the resolution of appeals or litigation
processes, if any. Tax positions taken are not offset or aggregated with other
positions. Tax positions that meet the more-likely-than-not recognition
threshold are measured as the largest amount of tax benefit that is more than 50
percent likely of being realized upon settlement with the applicable taxing
authority. The portion of the benefits associated with tax positions taken that
exceeds the amount measured as described above is reflected as a liability for
unrecognized tax benefits in the accompanying balance sheets along with any
associated interest and penalties that would be payable to the taxing
authorities upon examination. Interest associated with unrecognized tax benefits
are classified as interest expense and penalties are classified in selling,
general and administrative expenses in the statements of income. The adoption of
FIN 48 did not have a material impact on the Company’s financial
statements.
F-7
Accounts
Receivable
The
Company maintains reserves for potential credit losses on accounts receivable.
Management reviews the composition of accounts receivable and analyzes
historical bad debts, customer concentrations, customer credit worthiness,
current economic trends and changes in customer payment patterns to evaluate the
adequacy of these reserves. There were no allowances deemed necessary by
management as of December 31, 2008 and 2007.
Inventories
Inventories,
which consist of items for resale and consumable stores, are stated at the lower
of cost and net realizable value. Cost is determined on a first-in, first-out
basis and includes all costs of purchase, costs of conversion, and other costs
incurred in bringing the inventories to their present location and
condition.
Net
realizable value is the estimated selling price in the ordinary course of
business less the estimated costs of completion and the estimated costs
necessary to make the sale.
When
inventories are sold, the carrying amount of those inventories is recognized as
an expense in the period in which the related revenue is recognized. The amount
of any write down of inventories to net realizable value and all losses of
inventories are recognized as an expense in the period the write-down or loss
occurs. The amount of any reversal of any write-down of inventories is
recognized as a reduction in the amount of inventories recognized as an expense
in the period in which the reversal occurs.
December 31,
2008
|
December 31,
2007
|
|||||||
Raw
material
|
$ | 3,951 | $ | - | ||||
Finished
goods
|
704,649 | 27,458 | ||||||
$ | 708,600 | $ | 27,458 |
Property, Plant and
Equipment
Property,
plant and equipment are stated at cost less accumulated depreciation.
Expenditures for major additions and improvements are capitalized and minor
replacements, maintenance and repairs are expensed as incurred. Whenever an
asset is retired or disposed of, its cost and accumulated depreciation or
amortizations are removed from the respective accounts and the resulting gain or
loss is credited or charged to income.
Depreciation
is computed using the straight-line and declining-balance methods over the
following estimated useful lives:
Production
machinery
|
5-10
years
|
|
Leasehold
improvements
|
Over
the lease terms
|
|
Equipment
|
5-10
years
|
|
Motor
vehicles
|
5-
10 years
|
Expenditures
for repairs and maintenance are charged to operating expense as incurred.
Expenditures for additions and betterments are capitalized. When assets are sold
or otherwise disposed of, the cost and related accumulated depreciation are
removed from the accounts, and any resulting gain or loss is included in
operations.
As of
December 31, 2008 and 2007 Property, Plant and Equipment consist of the
following:
F-8
December 31, 2008
Production
|
Office
|
|||||||||||
machinery
|
equipment
|
Total
|
||||||||||
Cost
|
||||||||||||
Acquisition through
subsidiaries
|
$ | 112,993 | $ | - | $ | 112,993 | ||||||
Additions
|
- | 2,382 | 2,382 | |||||||||
112,993 | 2,382 | 115,375 | ||||||||||
Depreciation
|
||||||||||||
Accumulated
depreciation
|
81,377 | - | 81,377 | |||||||||
Current period depreciation
expense
|
4,069 | - | 4,069 | |||||||||
85,446 | - | 85,446 | ||||||||||
Net book value December 31,
2008
|
$ | 27,547 | $ | 2,382 | $ | 29,929 |
December 31, 2007
Production
|
||||
machinery
|
||||
Cost
|
||||
Acquisition through
subsidiaries
|
$ | 47,458 | ||
Additions
|
- | |||
47,458 | ||||
Depreciation
|
||||
Current period depreciation
expense
|
227 | |||
227 | ||||
Net book value December 31,
2007
|
$ | 47,231 |
Fair Value of Financial
Instruments
SFAS No.
107, disclosures about fair value of financial instruments, (codified in FASB
ASC Financial Instruments, Topic 825) requires that the Company disclose
estimated fair values of financial instruments. The carrying amounts reported in
the statements of financial position for current assets and current liabilities
qualifying as financial instruments are a reasonable estimate of fair
value.
Goodwill
Goodwill
represents the excess of the purchase price over the fair value of the
identifiable assets and liabilities acquired as a result of the Company’s
acquisitions of interests in its subsidiaries. Under SFAS No. 142,
“Goodwill and Other Intangible Assets (“SFAS 142”)” (codified in FASB ASC Topic
350), goodwill is no longer amortized, but tested for impairment upon first
adoption and annually, thereafter, or more frequently if events or changes in
circumstances indicate that it might be impaired.
Intangible
Assets
The
Company applies criteria specified in SFAS No. 141(R), “Business
Combinations” (codified in FASB ASC Topic 805) to determine whether an
intangible asset should be recognized separately from goodwill. Intangible
assets acquired through business acquisitions are recognized as assets separate
from goodwill if they satisfy either the “contractual-legal” or “separability”
criterion. Per SFAS 142, (codified in FASB ASC Topic 350), intangible assets
with definite lives are amortized over their estimated useful life and reviewed
for impairment in accordance with SFAS No. 144, “Accounting for the
Impairment or Disposal of Long-lived Assets” (codified in FASB ASC Topic 360).
Intangible assets, such as purchased technology, trademark, customer list, user
base and non-compete agreements, arising from the acquisitions of subsidiaries
and variable interest entities are recognized and measured at fair value upon
acquisition. Intangible assets are amortized over their estimated useful lives
from one to ten years. The Company reviews the amortization methods and
estimated useful lives of intangible assets at least annually or when events or
changes in circumstances indicate that assets may be impaired. The
recoverability of an intangible asset to be held and used is evaluated by
comparing the carrying amount of the intangible asset to its future net
undiscounted cash flows. If the intangible asset is considered to be impaired,
the impairment loss is measured as the amount by which the carrying amount of
the intangible asset exceeds the fair value of the intangible asset, calculated
using a discounted future cash flow analysis. The Company uses estimates and
judgments in its impairment tests, and if different estimates or judgments had
been utilized, the timing or the amount of the impairment charges could be
different.
F-9
Effective
January 1, 2002, the Company adopted SFAS No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets”, (codified in FASB ASC Topic 360)
which addresses financial accounting and reporting for the impairment or
disposal of long-lived assets and supersedes SFAS No. 121, “Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,”
and the accounting and reporting provisions of APB Opinion No. 30, “Reporting
the Results of Operations for a Disposal of a Segment of a Business (codified in
FASB ASC Topic 225).” The Company periodically evaluates the carrying value of
long-lived assets to be held and used in accordance with SFAS 144 (codified in
FASB ASC Topic 360). SFAS 144 (codified in FASB ASC Topic 360) requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets’ carrying amounts. In
that event, a loss is recognized based on the amount by which the carrying
amount exceeds the fair market value of the long-lived assets. Loss on
long-lived assets to be disposed of is determined in a similar manner, except
that fair market values are reduced for the cost of disposal.
Contingencies
Certain
conditions may exist as of the date the financial statements are issued which
may result in a loss to the Company but which will only be resolved when one or
more future events occur or fail to occur. The Company’s management and
legal counsel assess such contingent liabilities, and such assessment inherently
involves an exercise of judgment. In assessing loss contingencies related
to legal proceedings that are pending against the Company or unasserted claims
that may result in such proceedings, the Company’s legal counsel evaluates the
perceived merits of any legal proceedings or unasserted claims, as well as the
perceived merits of the amount of relief sought or expected to be
sought.
If the
assessment of a contingency indicates that it is probable that a material loss
has been incurred and the amount of the liability can be estimated, then the
estimated liability would be accrued in the Company’s financial
statements. If the assessment indicates that a potential material loss
contingency is not probable but is reasonably possible, or is probable but
cannot be estimated, then the nature of the contingent liability, together with
an estimate of the range of possible loss, if determinable and material, would
be disclosed.
Loss
contingencies considered to be remote by management are generally not disclosed
unless they involve guarantees, in which case the guarantee would be
disclosed.
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates. Significant estimates include collectibility of accounts
receivable, accounts payable, sales returns, and recoverability of long-term
assets.
Basic and Diluted Earnings
Per Share
Basic EPS
is computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding for the period. Diluted EPS is
computed similar to basic net income per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if all the potential common shares, warrants and stock options had
been issued and if the additional common shares were dilutive. Diluted net
earnings per share are based on the assumption that all dilutive convertible
shares and stock options were converted or exercised. Dilution is computed by
applying the treasury stock method. Under this method, options and warrants are
assumed to be exercised at the beginning of the period (or at the time of
issuance, if later), and as if funds obtained thereby were used to purchase
common stock at the average market price during the period.
Statement of Cash
Flows
In
accordance with SFAS No. 95, “Statement of Cash Flows” (codified in FASB ASC
Topic 230), cash flows from the Company’s operations is based upon the local
currencies. As a result, amounts related to assets and liabilities reported on
the statement of cash flows will not necessarily agree with changes in the
corresponding balances on the balance sheet.
F-10
Concentration of Credit
Risk
Financial
instruments that potentially subject the Company to concentrations of credit
risk are cash, and other receivables arising from their normal business
activities. The Company places their cash in what they believe to be
credit-worthy financial institutions. The Company has a diversified customer
base, most of which are in Asia and China. The Company routinely assesses the
financial strength of its customers and, based upon factors surrounding the
credit risk, establishes an allowance, if required, for uncollectible accounts
and, as a consequence, believes that its accounts receivable credit risk
exposure beyond such allowance is limited.
Risks and
Uncertainties
The
Company is subject to substantial risks from, among other things, intense
competition associated with the industry in general, other risks associated with
financing, liquidity requirements, rapidly changing customer requirements,
limited operating history, foreign currency exchange rates and the volatility of
public markets.
Recently Issued Accounting
Pronouncements
On July
1, 2009, the Company adopted Accounting Standards Update (“ASU”) No.
2009-01, “Topic 105 - Generally Accepted Accounting Principles - amendments
based on Statement of Financial Accounting Standards No. 168 , “The FASB
Accounting Standards Codification™ and the Hierarchy of Generally Accepted
Accounting Principles” (“ASU No. 2009-01”). ASU No. 2009-01
re-defines authoritative GAAP for nongovernmental entities to be only comprised
of the FASB Accounting Standards Codification™ (“Codification”) and, for SEC
registrants, guidance issued by the SEC. The Codification is a
reorganization and compilation of all then-existing authoritative GAAP for
nongovernmental entities, except for guidance issued by the SEC. The
Codification is amended to effect non-SEC changes to authoritative
GAAP. Adoption of ASU No. 2009-01 only changed the referencing
convention of GAAP in Notes to the Consolidated Financial
Statements.
In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No.
46(R)” (“SFAS 167”), codified as FASB ASC Topic 810-10, which modifies how a
company determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. SFAS 167
clarifies that the determination of whether a company is required to consolidate
an entity is based on, among other things, an entity’s purpose and design and a
company’s ability to direct the activities of the entity that most significantly
impact the entity’s economic performance. SFAS 167 requires an ongoing
reassessment of whether a company is the primary beneficiary of a variable
interest entity. SFAS 167 also requires additional disclosures about a company’s
involvement in variable interest entities and any significant changes in risk
exposure due to that involvement. SFAS 167 is effective for fiscal years
beginning after November 15, 2009. The Company does not believe the adoption of
SFAS 167 will have an impact on its financial condition, results of operations
or cash flows.
In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial
Assets — an amendment of FASB Statement No. 140” (“SFAS 166”), codified as FASB
Topic ASC 860, which requires entities to provide more information regarding
sales of securitized financial assets and similar transactions, particularly if
the entity has continuing exposure to the risks related to transferred financial
assets. SFAS 166 eliminates the concept of a “qualifying special-purpose
entity,” changes the requirements for derecognizing financial assets and
requires additional disclosures. SFAS 166 is effective for fiscal years
beginning after November 15, 2009. The Company does not believe the adoption of
SFAS 166 will have an impact on its financial condition, results of operations
or cash flows.
In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”) codified in
FASB ASC Topic 855-10-05, which provides guidance to establish general standards
of accounting for and disclosures of events that occur after the balance sheet
date but before financial statements are issued or are available to be issued.
SFAS 165 also requires entities to disclose the date through which subsequent
events were evaluated as well as the rationale for why that date was selected.
SFAS 165 is effective for interim and annual periods ending after June 15, 2009,
and accordingly, the Company adopted this pronouncement during the second
quarter of 2009. SFAS 165 requires that public entities evaluate subsequent
events through the date that the financial statements are issued. The Company
has evaluated subsequent events through November 9, 2009.
In April
2009, the FASB issued FSP No. SFAS 107-1 and APB 28-1, “Interim Disclosures
about Fair Value of Financial Instruments,” which is codified in FASB ASC Topic
825-10-50. This FSP essentially expands the disclosure about fair value of
financial instruments that were previously required only annually to also be
required for interim period reporting. In addition, the FSP requires certain
additional disclosures regarding the methods and significant assumptions used to
estimate the fair value of financial instruments. These additional disclosures
are required beginning with the quarter ending June 30, 2009. The Company does
not believe the adoption of FSP No. SFAS 107-1 and APB 28-1 will have an impact
on its financial condition, results of operations or cash
flows.
F-11
NOTE 3 -
CASH AND CASH
EQUIVALENTS
Cash and
cash equivalents include cash in hand and cash in demand deposits, certificates
of deposit and all highly liquid debt instruments with original maturities of
three months or less. At December 31, 2008 and 2007, the Company had
approximately $91,056 and $168,473 cash in state-owned banks, respectively, 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.
NOTE 4 -
DEPOSITS
December 31,
2008
|
December 31,
2007
|
|||||||
Investment
|
$ | 475,686 | $ | 656,127 | ||||
Equipment
|
34,222 | - | ||||||
$ | 509,908 | $ | 656,127 |
NOTE 5 -
ACQUISITION OF
SUBSIDIARIES
On
October 1, 2007 pursuant to the GCBG Share Swap Agreements entered into between
the Company and Greater China Beverage Group Limited (“GCBG”), a British Virgin
Islands company, the Company allotted and issued an aggregate of 14,000,000
ordinary shares to GCBG in consideration of the transfer of the entire issued
share capital of Panda Express China Limited and Vitality Development Holdings
Limited from GCBG to the Company.
The
acquisition was accounted for using the purchase method of accounting and,
accordingly, GCBG’s results of operations have been included in the consolidated
financial statements since the date of acquisition.
The
following table presents the allocation of the acquisition cost, including
professional fees and other related acquisition costs, to the assets acquired
and liabilities assumed:
Cash and cash
equivalents
|
$ | 51,865 | ||
Other
receivable
|
94,356 | |||
Investment
|
539,689 | |||
Interest in a brand
name
|
4,834 | |||
Due from related
parties
|
15,594 | |||
Total
assets
|
$ | 706,338 | ||
Accounts
payable
|
$ | 3,744 | ||
Due to related
party
|
552,218 | |||
Other current
liabilities
|
132,176 | |||
Total
liabilities
|
$ | 688,138 | ||
Total acquisition
cost
|
$ | 18,200 | ||
Cost
|
||||
Total cost of
investment
|
$ | 2,865,381 | ||
Total Acquisition
cost
|
(18,200 | ) | ||
Goodwill
|
$ | 2,847,181 |
On January 11, 2008 the Company acquired Shanghai Run Ke Trading Co Ltd
including the tangible assets, intellectual property rights and specific
liabilities. The consideration paid by the Company to the owner, Mr.
Qi Zhi, was $1,329,399. Mr. Qi has received $240,468 and 585,938 in
ordinary shares.
F-12
Run Ke is a beverage distribution
business located in Shanghai operating for the last 10 years. It
distributes branded beverages to a number of major hotels, restaurants and cafes
in Zhabei, a residential district of Shanghai that is populated predominantly
with middle-income families.
On January 1, 2008, the Company entered
into an agreement with Mr. Robert Ning to form Chengdu Gao Yuan Commercial
Trading Co., Ltd. by acquiring the tangible assets and intellectual property of
Gao Li Yuan Co Ltd. The consideration to be paid by the Company is
$1,120,059. Mr. Ning has received $216,946 and 168,420 in ordinary
shares.
Gao Li Yuan Co Ltd is a beverage
distribution business located in Chengdu, the capital of Southwest
China. It distributes beverage products including branded juice,
coconut drinks, yogurt and bottled water through some major retail chains in
Chongqing, Chengdu and the rest of Sichuan province.
The
acquisition was accounted for using the purchase method of accounting and,
accordingly, results of operations have been included in the consolidated
financial statements since the date of acquisition.
Cash and cash
equivalents
|
$ | 53,586 | ||
Accounts
receivable
|
233,238 | |||
Other
receivable
|
147,668 | |||
Inventory
|
278,183 | |||
Property, plant, and
equipment
|
12,347 | |||
Total
assets
|
$ | 725,022 | ||
Accounts
payable
|
$ | 97,978 | ||
Income tax
payable
|
344 | |||
Other current
liabilities
|
283,621 | |||
Total
liabilities
|
$ | 381,943 | ||
Total acquisition
cost
|
$ | 343,079 | ||
Cost
|
||||
Total cost of
investment
|
$ | 2,449,458 | ||
Total Acquisition
cost
|
(343,079 | ) | ||
Goodwill
|
$ | 2,106,379 |
GOODWILL AND INTANGIBLE
ASSETS
Goodwill
For the
purposes of testing impairment for goodwill, the directors’ allocated goodwill
to the Group’s cash-generating units (CGUs) identified according to country and
business segment. As of December 31, 2008, the Group’s goodwill was
allocated mainly to the food and beverage business in the People’s Republic of
China.
As of
December 31, 2007, the Goodwill comprised of the following:
Goodwill prior to
acquisition
|
$ | 570,779 | ||
On acquisition of Panda and
Vitality
|
2,847,181 | |||
On acquisition of Runke and
Chengdu
|
2,106,379 | |||
Book
balance
|
$ | 5,524,339 |
The
recoverable amount of a CGU is determined based on value-in-use calculations.
These calculations use cash flow projections based on financial budgets approved
by management covering a one-year period. Key assumptions used for value-in-use
calculations are as follows:
F-13
Growth rate
|
12 | % | ||
Discount
rate
|
10 | % |
The
directors determined growth rate based on past performance and its expectations
for the market development. The growth rate does not exceed the long-term
average growth rate for the business in which the CGU operates.
Intangible
Assets
As of
December 31, 2008 and 2007 intangible assets consist of the following interest
in brand name:
December 31,
2008
|
December 31,
2007
|
|||||||
Kelso Loch
(a)
|
$ | 3,418 | 4,715 | |||||
Ullmanoff
(b)
|
180,913 | 249,538 | ||||||
Intangible
assets
|
184,331 | 254,253 | ||||||
Accumulated
amortization
|
- | - | ||||||
Book
Balance
|
$ | 184,331 | 254,253 |
(a)
|
A
brand name established by the Group and registered at the PRC Trade-mark
Office on September 17, 2007, for a period of 10 years. It offers tonic
and soda water, ginger ale and mixed soft drinks with different
flavors.
|
(b)
|
A
distribution license of vodka manufactured and bottled in Latvia for a
period of 25 years with an option to renew for a further 25
years.
|
NOTE 6 -
ACCOUNTS PAYABLE AND
ACCRUED EXPENSES
As of
December 31, 2008 and 2007 the accounts payable and accrued expenses comprised
of the following:
December 31,
2008
|
December 31,
2007
|
|||||||
Accounts
payable
|
$ | 370,825 | $ | 390,200 | ||||
Other
payable
|
1,143,185 | - | ||||||
$ | 1,514,010 | $ | 390,200 |
NOTE 7 –
LINE OF
CREDIT
The
Company has a line of credit with a bank in London totaling approximately
$434,190 with interest from 2% plus bank sterling base rate with various due
dates. The loans are personally guaranteed by the executive chairman
of the Company. As of December 31, 2008, outstanding balance was
$434,190.
The
Company has a temporary overdraft line of credit with a bank in London totaling
approximately $289,460 with interest from 3.5% plus bank sterling base rate due
by June 30, 2009. The loans are personally guaranteed by the
executive chairman of the Company. As of December 31, 2008,
outstanding balance was $198,424.
NOTE 8 -
RELATED PARTY
TRANSACTIONS
The
Company has receivable from shareholders in the amount of
$1,199,478. The receivables are unsecured, interest-free and there
are no fixed terms for repayment.
The
Company has payables to shareholders in the amount of $1,658,658. The
payables are unsecured, interest-free and there are no fixed terms for
repayment.
The
Company was incorporated with an authorized share capital 100,000,000 ordinary
shares at approximately $0.02 each. On incorporation, 300,000 ordinary
shares were issued and allotted for cash at par value to provide the initial
capital of the Company.
F-14
On
September 1, 2007, a further 600,000 ordinary shares were issued at
approximately $0.02 each.
On
October 1, 2007 and pursuant to the GCBG Share Swap Agreements entered into
between the Company and Greater China Beverage Group Limited (“GCBG”), a British
Virgin Islands company, the Company allotted and issued an aggregate of
14,000,000 ordinary shares to GCBG in consideration of the transfer of the
entire issued share capital of Panda Express China Limited and Vitality
Development Holdings Limited from GCBG to the Company.
On
October 1, 2007 and pursuant to the GCBG Capitalization Agreement, the Company
issued and allotted 10,000,000 ordinary shares to GCBG, credited as fully paid,
at the issue price of approximately $0.20 each, as repayment for an
aggregate of approximately $2,046,690 that GCBG has incurred or paid and/or will
be incurring or paying on behalf of the Company and the Group in connection with
the admission to AIM.
On
October 1, 2007 and pursuant to the GCBG Subscription Agreement, GCBG subscribed
for an additional 3,566,000 ordinary shares at subscription prices
of approximately $0.46 to $0.51 each in consideration for the investment of
approximately $1,812,242 into the Company.
On
October 1, 2007, an aggregate of 1,710,000 ordinary shares were issued at
subscription prices of approximately $0.46 to $0.51 each.
On
October 1, 2007 and pursuant to the Ullmanoff Agreement, a related company
agreed to accept the allotment and issuance of 500,000 ordinary shares at the
issue price of approximately $0.46 each as settlement for the consideration of
approximately $255,836 payable therein.
On
January 1, 2008 the Company issued 168,420 ordinary shares at the price of
approximately $0.59 each in consideration for the investment of
Chengdu.
On
January 11, 2008 the Company issued 585,938 ordinary shares at the price
of approximately $0.58 each in consideration for the investment of Run
Ke.
On May 21, 2008, the Company acquired
from TBC Shanghai Ltd wine inventory totaling $287,200 for 539,000 ordinary
shares.
NOTE 10–
STOCK
OPTIONS
The Group
granted shares options with fixed exercise price to four parties prior to
the Company’s admission to AIM on October 1, 2007 and November 1,
2007.
Options
were valued using the Black-Scholes option-pricing model. No performance
criteria were included in the fair value calculations. The fair value per option
granted and the assumptions used in the calculation are as follows:
The
Company adopted SFAS 123(R) on October 1, 2007 using the modified prospective
method. Prior to the adoption of SFAS 123(R) the Company did not have any stock
options. The Company did not record expense for stock based compensation for the
year ended December 31, 2007.
F-15
Grant Date
|
October 1,
2007
|
November 1,
2007
|
||||||
Share price @ grant
date
|
0 | 0 | ||||||
Exercise
price
|
$ | 0.61 | $ | 0.53 | ||||
Shares under
option
|
920,280 | 613,520 | ||||||
Expected
volitility
|
10.89 | % | 10.89 | % | ||||
Option life
(years)
|
10 | 5 | ||||||
Expected life
(years)
|
6 | 2.5 | ||||||
Risk-free
rate
|
5.00 | % | 5.16 | % | ||||
Fair value of
options
|
$ | 141,590 | $ | 85,634 |
The
outstanding options as of December 31, 2008 listed as follow:
Number
of Shares
|
||||
Outstanding
at January 1, 2008
|
1,533,800 | |||
Granted
|
- | |||
Exercised
|
- | |||
Canceled
|
- | |||
Outstanding
at December 31, 2008
|
1,533,800 | |||
Exercisable
at December 31, 2008
|
613,520 |
Options
outstanding at December 31, 2008 and related weighted average price and
intrinsic value are as follows:
Exercise
Prices
|
Total Options
Outstanding
|
Weighted Average
Remaining Life
(Years)
|
Total
Weighted
Average
Exercise
Price
|
Options
Excercisable
|
Weighted
Average
Exercise
Price
|
Aggregate
Intrinsic
Value
|
|||||||||||||||||||
$
|
0.000
|
0 | 4.75 | $ | 0.000 | - | $ | 0.000 | - | ||||||||||||||||
$
|
0.000
|
0 | 1.25 | $ | 0.000 | 613,520 | $ | 0.000 | - | ||||||||||||||||
NOTE 11 -
COMMITMENTS AND
CONTINGENCIES
Lease
Agreements
The
Company leases various office facilities under operating leases, the leases are
month to month. As of December 31, 2008 and 2007, the Company had no
outstanding minimum commitments under non-cancellable operating leases in
respect to land and building.
NOTE 12 -
INCOME
TAXES
The
Government of the Cayman Islands does not, under existing legislation, impose
any income, corporate of capital gains tax, estate duty, inheritance tax, gift
tax or withholding tax upon the Company. The Cayman Islands are not party to any
double taxation treaties.
F-16
Pursuant
to the PRC Income Tax Laws, the PRC’s subsidiaries are subject to enterprise
income tax (“EIT”) at a preferential rate of 2.31% to the standard 25% for the
period ended December 31, 2007 on an annual approval basis. As such, the
provision for EIT is calculated by the Group at the respective rates on the
estimated assessable profit for the period.
The tax
expense recognized in the consolidated income statement at December 31, 2008 and
2007:
December 31,
2008
|
December 31,
2007
|
|||||||
Loss before
taxation
|
$ | (719,584 | ) | $ | (68,094 | ) | ||
Total Provision for Income
Tax
|
$ | 116,755 | $ | - |
The table
below summarizes the differences between the Company’s effective tax rates as
follows:
December 31,
2008
|
December 31,
2007
|
|||||||
Foreign income tax -
PRC
|
2.31 | % | 2.31 | % | ||||
Valuation
allowance
|
-18.53 | % | -2.31 | % | ||||
Tax expense at actual
rate
|
-16.22 | % | 0 | % |
Note 13 –
OTHER COMPREHENSIVE
INCOME
Balances
of related after-tax components comprising accumulated other comprehensive
income (loss), included in stockholders’ equity, at December 31, 2008 and
December 31, 2007 are as follows:
Foreign Currency
Translation
Adjustment
|
||||
Balance at January 1,
2007
|
$ | - | ||
Change for
2007
|
82,548 | |||
Balance at December 31,
2007
|
$ | 82,548 | ||
Change for
2008
|
(302,422 | ) | ||
Balance at December 31,
2008
|
$ | (219,874 | ) |
NOTE 14 -
SUBSEQUENT
EVENTS
On
September 5, 2008 the Company entered into an Implementation Agreement with
Global Beverages, Inc., a publicly owned company engaged in the production of
wine (“Global”). The
Implementation Agreement sets out certain matters relating to the conduct of the
Offer and Merger Transaction that was agreed to by the Company and
Global whereby ADSL shareholders are to receive
63,422,525 shares of
Gobal’s common stock in exchange for the
entire issued and
outstanding share capital
of ADSL, including 31,969,358 ADSL shares outstanding and approximately 1,270,964 ADSL shares to be
issued. The
Offer was made to ADSL shareholders on November 26, 2008.
On January 19, 2009 the acquisition of
ADSL by Global was approved by a majority of the
stockholders of ADSL. As of May 1, 2009 over 96% of the ADSL
stockholders accepted the Offer.
Under Cayman Islands law, the Company has the
right to force the
non-accepting ADSL shareholders to accept the Offer. Using this right,
on July 1, 2009
Global completed the acquisition of
ADSL.
F-17