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EX-31.2 - EXHIBIT 31.2 - LINCOLN FLOORPLANNING CO., INC.exhibit31-2.htm
EX-32.1 - EXHIBIT 32.1 - LINCOLN FLOORPLANNING CO., INC.exhibit32-1.htm
EX-31.1 - EXHIBIT 31.1 - LINCOLN FLOORPLANNING CO., INC.exhibit31-1.htm
EX-32.2 - EXHIBIT 32.2 - LINCOLN FLOORPLANNING CO., INC.exhibit32-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

FORM 10-Q/A
_______________________

(Mark One)

[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2010

OR

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _________to _________

Commission File Number: 001-34230

______________________

CHINA POWER TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
_______________________

Nevada 22-3969766
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
   
No. 12 Gongyuan Road  
Kaifeng, Henan Province  
People's Republic of China 475002
(Address of principal executive offices) (Zip Code)

86 378 299 6222
(Registrant's telephone number, including area code)
_______________________

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ]                No [     ]

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [    ]                No [    ]


     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ] Accelerated filer [  ]
   
   
Non-accelerated filer [ X ] Smaller reporting company [  ]
(Do not check if a smaller reporting company)  

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

Yes [    ]            No [ X ]

     Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 43,703,704 shares of common stock, par value $0.001 per share, outstanding on August 13, 2010.


EXPLANATORY NOTE

On August 16, 2010, China Power Technology, Inc. (the "Company") filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, with the Securities and Exchange Commission (the "Original Filing"). The Company is filing this amendment to the Original Filing in order to correct a clerical error that resulted in the failure to reflect Income tax payable arising from the cancellation of a related party loan to the Company on the Company's Consolidated Balance Sheets in the Original Filing. The Company's Income tax payable should have reflected an increase in an amount of $1,301,065 in Income tax payable and a corresponding decrease in Total shareholders' equity, the decrease consisting of a decrease in amounts of $1,292,720 and $8,345 in Additional paid-in capital and Accumulated other comprehensive income, respectively. The Company has amended the Consolidated Balance Sheets in this amendment to reflect the correct amounts of Income tax payable, Additional paid-in capital, Accumulated other comprehensive income and Total shareholders' equity, and note 1 to the financial statements to include an explanation of the accrued income tax payable. This had no impact on the MD&A previously filed.

In addition, the Company also reflected the impact, due to use of different exchange rates for balance sheet items and income statement items, of the above correction on Foreign currency translation adjustment in the Consolidated Statements of Income and Comprehensive Income for the six months ended June 30, 2010. in the Original Filing, the amount of Foreign currency translation adjustment was $196,601 but should have been $188,256.

Except as described above, no other changes have been made to the Original Filing, and this Form 10-Q/A does not modify or update any other information in the Original Filing. Information not affected by the changes described above is unchanged and reflects the disclosures made at the time of the Original Filing. Accordingly, this Form 10- Q/A should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the date of the Original Filing.

i


TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION 1
   Item 1. Financial Statements (unaudited) 1
PART II —OTHER INFORMATION 14
   Item 6. Exhibits 14


PART I — FINANCIAL INFORMATION

Item 1 Financial Statements (unaudited)

CHINA POWER TECHNOLOGY, INC.

_________________________________

Consolidated Financial Statements

June 30, 2010 (unaudited)

_________________________________

 


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES

CONTENTS

    Page  
Consolidated financial statements:      
       
Consolidated balance sheets as of June 30, 2010 (unaudited) and December 31, 2009   F-2  
       
Consolidated statements of income and comprehensive income (unaudited) for the three and six months ended June 30, 2010 and 2009   F-3  
       
Consolidated statements of cash flows (unaudited) for the six month ended June 30, 2010 and 2009   F-4  
       
Notes to the consolidated financial statements (unaudited)   F-5~F-21  

F-1


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in US$)

      June 30,     December 31,  
      2010     2009  
      (Unaudited)        
     

(Restated)

       
ASSETS              

Current assets

             

Cash and cash equivalents

  $  17,588,647   $  6,124,516  

Accounts receivable, net

    12,571,774     14,185,066  

Inventories

    8,206,596     8,062,590  

Prepayments and other receivables

    2,881,674     346,072  

Total current assets

    41,248,691     28,718,244  
               

Non-current assets

             

Property, plant and equipment, net

    2,294,768     2,274,218  

Land use rights, net

    4,326,298     4,344,222  

Long term investment

    736,279     731,294  
      7,357,345     7,349,734  
    $  48,606,036   $  36,067,978  
               
LIABILITIES AND SHAREHOLDER'S EQUITY              

Current liabilities

             

Accounts payable

  $ 2,749,068   $ 1,802,444  

Accrued expenses and other payables

    3,661,405     3,526,627  

Income tax payable

    1,893,859     449,012  

Short-term loans

     4,712,188      4,680,278  

Total current liabilities

    13,016,520     10,458,361  

commitments and contingencies

             
               

Shareholder's Equity

             
               

Common stock (US$0.001 par value, 100,000,000 shares authorized, 43,703,704 and 36,800,000 shares outstanding as of June 30, 2010 and December 31, 2009, respectively)

    43,704     36,800  

Additional paid-in capital

    17,012,279     8,795,564  

Appropriated retained earnings

    3,534,093     3,534,093  

Unappropriated retained earnings

    12,106,844     10,538,820  

Accumulated other comprehensive income

    2,892,596     2,704,340  

Total shareholder's equity

    35,589,516     25,609,617  
    $  48,606,036   $  36,067,978  

See notes to the consolidated financial statements

F-2


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Amounts in US$, except shares)

      Three months ended June 30,     Six months ended June 30,  
      2010     2009     2010     2009  
      (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
      (Restated)           (Restated)        
Revenues   $  26,144,203   $  18,951,139   $  46,706,197   $  36,729,764  
Cost of goods sold     17,416,056     12,453,382     31,051,753     24,480,095  
Gross profit     8,728,147     6,497,757     15,654,444     12,249,669  
Operating expenses                          
   Selling expenses     927,741     702,536     1,605,692     1,434,430  
   General and administrative expenses     532,763     407,626     986,065     778,841  
      1,460,504     1,110,162     2,591,757     2,213,271  
Other income (expenses)                          
   Interest income     865     14,931     8,175     23,141  
   Interest expense     (61,536 )   (73,170 )   (129,050 )   (145,337 )
   Other operating income     7,351     23,708     11,332     92,175  
      (53,320 )   (34,531 )   (109,543 )   (30,021 )
                           
Income before income tax expense     7,214,323     5,353,064     12,953,144     10,006,377  
                           
   Income tax expense     1,574,395     1,123,726     2,752,751     2,055,060  
Net income   $  5,639,928   $  4,229,338   $  10,200,393   $  7,951,317  
                           
Comprehensive income:                          
Net income     5,639,928     4,229,338     10,200,393     7,951,317  
   Foreign currency translation adjustment     184,095     50,244     188,256     74,294  
Comprehensive income   $ 5,824,023   $  4,279,582   $ 10,388,649   $  8,025,611  
                           
Basic and diluted earnings per share   $  0.15   $  0.11   $  0.27   $  0.22  
Weighted average common shares outstanding- basic and diluted     38,407,243     36,800,000     37,603,621     36,800,000  
Cash dividends per share   $ -   $ -   $ 0.23   $ -  

See notes to the consolidated financial statements

F-3


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in US$, except shares)

    Six months ended June 30,  
    2010     2009  
    (Unaudited)     (Unaudited)  
   

(Restated)

       
Cash flows from operating activities            
Net income $  10,200,393   $  7,951,317  

Adjustments to reconcile net income to net cash provided by operating activities:

       

Depreciation and amortization expenses

  199,072     204,198  
Change in operating assets and liabilities:            

Accounts receivable

  1,699,036     161,939  

Inventories

  (88,465 )   1,547,899  

Prepayments and other receivables

  (1,054,240 )   88,574  

Accounts payable

  928,411     (1,190,873 )

Accrued expenses and other payables

  (125,660 )   (354,632 )

Income tax payable

  419,310     24,735  
Net cash provided by operating activities   12,177,857     8,433,157  
             
Cash flows from investing activities            

Purchase of property, plant and equipment

  (156,876 )   (1,359 )

Deposit for acquisition of Shandong Fuyuan Equipment Installation Co., Ltd (Fuyuan Installation)

  (1,463,113 )   -  
Net cash used in investing activities   (1,619,989 )   (1,359 )
             
Cash flows from financing activities            

Proceeds from private placement

  9,404,304     -  

Net proceeds from stockholders

  73,156     -  

Dividends paid

  (8,632,369 )   -  
Net cash provided from financing activities   845,091     -  

Effect of foreign currency exchange rate net changes in cash and cash equivalents

  61,172     35,679  

Net changes in cash and cash equivalents

  11,464,131     8,467,477  

Cash and cash equivalents, beginning of period

  6,124,516     6,647,023  
Cash and cash equivalents, end of  period $  17,588,647   $  15,114,500  
             
Cash paid during the period for:            

Interest paid

$  129,050   $  145,337  

Income tax paid

$  2,600,631   $  1,787,650  

See notes to the consolidated financial statements

F-4


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)
(Amounts in US$)

1. PRINCIPAL ACTIVITIES AND ORGANIZATION
   

The consolidated financial statements include the financial statements of China Power Technolody, Inc. (the “Company” or “China Power”) and its subsidiaries, China Niceview Power Technology Limited (“China Niceview”), Hong Kong Niceview Power Technology Co., Limited (“Hong Kong Niceview”), Kaifeng Nice View Power Technology Co., Ltd. (“Kaifeng Nice View”), Henan Kaifeng Desheng Boiler Co., Ltd. (“Desheng Boiler”) and Henan Desheng Boiler Installation Co., Ltd. (“Desheng Installation”). The Company and its subsidiaries are collectively referred to as the “Group”.

 

 

Principal activities

 

 

China Power, formerly named as Lincoln Floorplanning Co., Inc., was incorporated on September 25, 2007 for the purpose of providing floor plan financing to used car dealerships in North Carolina at interest rates and fees competitive in the market place for this type of financing. However, it did not engage in any operations and was dormant from its inception until its reverse acquisition of China Niceview on June 1, 2010.

 

 

On June 1, 2010, China Power completed a reverse acquisition transaction through a share exchange with China Niceview whereby China Power issued 36,800,000 new shares, representing 92% of its issued and outstanding shares on a fully-diluted basis immediately after the consummation of the reverse acquisition, to acquire 100% of the issued and outstanding shares of China Niceview. As a condition precedent to the consummation of the reverse acquisition, Ms. Sha Chen, the sole director and officer of the Company before the reverse acquisition, cancelled 4,898,750 shares of China Power’s common stock owned by her. As a result of the reverse acquisition, China Niceview became China Power’s wholly-owned subsidiary, and Wise Winning Limited (“Wise Winning”), the former sole stockholder of China Niceview, became China Power’s controlling stockholder. The share exchange transaction with China Niceview was treated as a reverse acquisition, with China Niceview as the accounting acquirer and China Power as the acquired party.

 

 

On June 16, 2010, the Company completed a private placement transaction with a group of investors (the “investors”), in which the Company issued to the investors an aggregate of 3,703,704 shares of its common stock for an aggregate purchase price of approximately US$10 million, or US$2.70 per share. The net proceeds by deducting the offering cost amounting to approximately US$9.5 million.

 

 

China Niceview was incorporated as a limited liability company on April 19, 2010, in British Virgin Islands (“BVI”), with registered capital of US$50,000.

 

 

Hong Kong Niceview was incorporated as a limited liability company on April 27, 2010, in Hong Kong, with registered capital of HK$10,000.

 

 

Kaifeng Nice view, a wholly-owned subsidiary of Hong Kong Niceview, was incorporated as a limited liability company on May 11, 2010 in Kaifeng city, Henan province, PRC, with registered capital of US$10,600,000.

 

 

Desheng Boiler was incorporated in Kaifeng city, Henan province, People’s Republic of China (“PRC”) on April 28, 1997 with registered capital of Renminbi (“RMB”)13,911,600. Desheng Boiler is engaged in manufacturing, sales and post-sale service of boilers, pressure containers and chemical industry equipments. The registered capital of Desheng Boiler was increased to RMB25,341,600 on May 24, 2004.

 

 

Desheng Installion was incorporated in Kaifeng city, Henan province, PRC on April 23, 2007 with registered capital of RMB10million. Desheng Installation is engaged in processing, technology and information consulting services of installation, reconstruction and maintenance of boilers.

F-5


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)
(Amounts in US$)

  Reorganization
   

Pursuant to the share transfer agreement signed between China Niceview and Mr. Shiyong Fan, the sole stockholder of Hong Kong Niceview on May 19, 2010, Mr. Shiyong Fan transferred all his shares in Hong Kong Niceview to China Niceview, resulting that Hong Kong Niceview became a wholly-owned subsidiary of China Niceview.

   
  Kaifeng Nice View entered into a loan agreement with Mr. Shiyong Fan to borrow approximately RMB35 million (approximately $5.2 million) from Mr Fan. The term of the loan is one year with no interest. Using the proceeds of the loan, Kaifeng Nice View acquired 100% controlling interest of Desheng Boiler and Desheng Installation described as following. The loan was cancelled pursuant to a loan cancellation agreement between Kaifeng Nice View and Mr. Shiyong Fan, on May 28, 2010, resulting in the increase in additional paid-in capital of Kaifeng Nice View. According to the PRC taxation law, such waived liability from stockholder is deemed as income of the entity and subject to income tax. As a result, Kaifeng Nice View accrued the income tax payable at the applicable tax rate of 25%, and such tax liability was charged against additional paid-in capital, amounting to approximately RMB8.8million (approximately US$1.3million) accordingly (note 14).
 

Pursuant to various share transfer agreements signed between Kaifeng Nice view and Mr. Honghai Zhang, who wholly controls Desheng Boiler and Desheng Installation directly and indirectly, on May 17, 2010, Mr. Honghai Zhang transferred all his controlling interests in Desheng Boiler and Desheng Installation to Kaifeng Nice view, resulting that Desheng Boiler and Desheng Installation became the wholly-owned subsidiaries of Kaifeng Nice view.

 

Before and after the above reorganization, China Niceview, Hong Kong Niceview, Kaifeng Nice View, Desheng Boiler and Desheng Installation were under common control of Mr. Honghai Zhang. Therefore, the reorganization was effectively legal recapitalization accounted for as transactions between entities under common control at the carry over basis, in a manner similar to pooling-of-interests accounting. The effect of the reorganization was applied retroactively to the prior year’s consolidated financial statements as if the current structure existed since inception.

   
   
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   
(a)

Change of reporting entity and basis of presentation

 

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in United States of America (“U.S. GAAP”).

 

The accompanying consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

 

The reverse acquisition described in note 1 was treated as recapitalization of the Company. As such, China Niceviews is the continuing entity for financial reporting purposes. SEC Manual Item 2.6.5.4 Reverse Acquisitions requires that “in a reverse acquisition the historical shareholder’s equity of the accounting acquirer prior to the merger is retroactively reclassified (a recapitalization) for the equivalent number of shares received in the merger after giving effect to any difference in par value of the registrant’s and the accounting acquirer’s stock by an offset in paid in capital.” Therefore, the consolidated financial statements have been prepared as if China Niceview had always been the reporting company and then on the reverse acquisition date, had changed its name and reorganized its capital stock.

 

The consolidated interim financial information as of June 30, 2010 and for the three and six-month periods ended June 30, 2010 and 2009 have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The interim financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, previously filed with the SEC.

 

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of June 30, 2010, its consolidated results of operations for the three and six-month periods ended June 30, 2010 and 2009 and its cash flows for the six-month periods ended June 30, 2010 and 2009, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

F-6


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)
(Amounts in US$)

(b) Use of estimates
   

The preparation of financial statements in conformity with U.S. GAAP requires the Group to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, depreciation period of property, plant and equipment, and related 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 these estimates.

 

 

(c)

Business combination

 

 

For a business combination, the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree were recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, were recognized at the full amounts of their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any noncontrolling interest in the acquiree, that excess in earnings was recognized as a gain attributable to the Group.

 

 

Deferred tax liability and asset were recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with Accounting Standard Codification (“ASC”) Topic 740-10 (Formerly Statement of Financial Accounting Standard (“SFAS”) No.109 “Accounting for Income Taxes”)

 

 

(d)

Cash and cash equivalents

 

 

Cash includes not only currency on hand but demand deposits with banks or other financial institutions. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less. No cash and cash equivalents are restricted as to withdrawal or usage.

 

 

(e)

Accounts receivable

 

 

Accounts receivable are recognized and carried at original sales amounts less an allowance for uncollectible accounts, as needed.

 

 

Accounts receivable are reviewed periodically as to whether they are past due based on contractual terms and their carrying value has become impaired. An allowance for doubtful accounts is recorded in the period in which loss is determined to be probable based on an assessment of specific evidence indicating doubtful collection, historical experience, account balance aging and prevailing economic conditions. Accounts receivable balances are written off after all collection efforts have been exhausted. No significant account receivable balance was written off for six months ended June 30, 2010 and 2009, respectively.

 

 

There are no outstanding amounts from customers that individually represent greater than 10% of the total balance of accounts receivable as of June 30, 2010 and December 31, 2009.

 

 

(f)

Inventories

 

 

Inventories are stated at lower of cost or market. Cost is determined using weighted average method. Inventory includes raw materials and supplies, work in process and finished goods. The variable production overheads are allocated to each unit of production on the basis of the actual use of the production facilities. The allocation of fixed production overheads to the cost of conversion is based on the normal capacity of the production facilities.

F-7


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)
(Amounts in US$)

Where there is evidence that the utility of inventories, in their disposal in the ordinary course of business, will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels, or other causes, a provision is accrued.

 

 

(g)

Property, plant and equipment

 

 

Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment. The historical cost of acquiring an item of property, plant and equipment includes the costs necessarily incurred to bring it to the condition and location necessary for its intended use. If an item of property, plant and equipment requires a period of time in which to carry out the activities necessary to bring it to that condition and location, the interest cost incurred during that period as a result of expenditures for the item is a part of the historical cost. This item is categorized as construction in progress and is not depreciated until substantially all the activities necessary to bring it to the condition and location necessary for its intended use are completed.

 

 

Depreciation of property, plant and equipment is calculated using the straight-line method (after taking into account their respective estimated residual value) over the estimated useful lives of the assets as follows.


            Residual  
      Years     value  
  Buildings and improvements   20     5%  
  Machinery   10     5%  
  Office equipment and furnishing   5     5%  
  Motor vehicles   5-6     5%  


Depreciation of property, plant and equipment attributable to manufacturing activities is capitalized as part of inventories, and expensed to cost of goods sold when inventories are sold.

 

 

Expenditures for maintenance and repairs are expensed as incurred.

 

 

The gain or loss on the disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statements of income.

 

 

Construction in progress represented capital expenditure in respect of direct costs of construction or acquisition and design fees incurred. Capitalization of these costs ceases and the construction in progress is transferred to the appropriate category of property, plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. Construction in progress is not depreciated.

 

 

(h)

Land use rights

 

 

Land use rights represent the exclusive right to occupy and use a piece of land in the PRC during the contractual term of the land use right. Land use right are carried at cost and charged to expense on a straight line basis over the respective periods of the rights or the remaining period of the rights upon acquisition.

 

 

(i)

Long term investment

 

 

Long term investment consists of ownership in the private financial institution, which the Group does not exercise significant influence, is accounted for under the cost method of accounting. Under cost method, the Group’s share of the earnings or losses of the investee are not reflected in investment gain or loss in the consolidated statement of income, unless the investee announces the dividend distribution.

F-8


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)
(Amounts in US$, except for shares)

(j) Impairment of long-lived assets
   

A long-lived asset (asset group) classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell. A long-lived asset is not depreciated (amortized) while it is classified as held for sale. A gain or loss not previously recognized that results from the sale of a long-lived asset (asset group) are recognized at the date of sale.

 

 

A long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. An impairment loss is recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). The assessment is based on the carrying amount of the asset (asset group) at the date it is tested for recoverability, whether in use or under development. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. There were no events or changes in circumstances that necessitated a review of impairment of long-lived assets as of June 30, 2010 and December 31, 2009.

 

(k)

Foreign currency translation and transactions

 

The Group’s functional currency is RMB.

 

At the date a foreign currency transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured initially in the functional currency of the recording entity by use of the exchange rate in effect at that date. The increase or decrease in expected functional currency cash flows upon settlement of a transaction resulting from a change in exchange rates between the functional currency and the currency in which the transaction is denominated is recognized as foreign currency transaction gain or loss that is included in determining net income for the period in which the exchange rate changes. At each balance sheet date, recorded balances that are denominated in a foreign currency are adjusted to reflect the current exchange rate.

 

The Group’s reporting currency is US$. Assets and liabilities are translated to the reporting currency at the current exchange rate at the balance sheet dates, and revenues and expenses are translated at the average exchange rates during the reporting periods. Translation adjustments are reported in other comprehensive income.

 

(l)

Contingencies

 

In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, product and environmental liability, and tax matters. In accordance with ASC Topic 450 (formerly SFAS No. 5, “Accounting for Contingencies”), the Group records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Historically, the Group has not experienced any material service liability claims.

 

(m)

Appropriated retained earnings

 

The income of the Group is distributable to its stockholders after transfer to reserves as required by relevant PRC laws, regulations and the articles of association. Appropriations to the reserves are approved by the respective boards of directors.

 

Reserves include statutory reserves and other reserves. Statutory reserves can be used to make good previous years’ losses, if any, and may be converted into capital in proportion to the existing equity interests of stockholders, provided that the balance after such conversion is not less than 25% of the registered capital. The appropriation of statutory reserve may cease to apply if the balance of the fund is equal to 50% of the entity’s registered capital. Pursuant to relevant PRC laws and articles of association of Desheng Boiler and Desheng Installation, the appropriation to the statutory reserves and other reserves is 15% of net profit after taxation of respective entity, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP might differ from those reflected in the statutory financial statements of the Company’s subsidiaries.

F-9


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)
(Amounts in US$, except for shares)

(n)

Revenue recognition

 

 

Boiler manufacture
 

 

The Group recognizes revenue from boiler manufacture in accordance with ASC Topic 605 (formerly Staff Accounting Bulletin No. 104, “Revenue recognition” ). All of the following criteria must exist in order for the Group to recognize revenue: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) price to the buyer is fixed or determinable; and (4) collectability is reasonably assured.

 

 

Delivery does not occur until products have been shipped to the customers, risk of loss has transferred to the customers and customers’ acceptance has been obtained, or the Group has objective evidence that the criteria specified in customers’ acceptance provisions have been satisfied.

 

 

In the PRC, value added tax (the "VAT") of 17% on invoice amount is collected in respect of the sales of goods on behalf of tax authorities. The revenues are recognized on the net basis.
 

 

Installation, technology and information consulting services

 

 

The Group recognizes the revenue of installation and technology and information consulting services in accordance with ASC Topic 605-35, “Construction-Type and Production-Type Contracts”, using the percentage-of-completion method. Under this method, contract revenue is computed as that percentage of estimated total revenue that costs incurred to date bear to total estimated costs, after giving effect to the most recent estimates of costs to complete. From time to time, the Group will record costs and estimated profits in excess of billings for a contract. Revisions in costs and revenue estimates are reflected in the period in which the revisions are determined. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined without regard to the percentage-of-completion.

 

 

(o)

Research and development costs

 

 

Research and development costs are expensed as incurred. These expenses consist of the costs of the Group’s internal research and development activities and the costs of developing new products and enhancing existing products. Research and development costs amounted to US$177,346 and US$156,358 were recorded in the general and administrative expenses and cost of goods sold for six months ended June 30, 2010 and 2009, respectively. And the research and development cost were US$90,673 and US$81,179 for three months ended June 30, 2010 and 2009

 

 

(p)

Advertising

 

 

Advertising which generally represents the cost of promotions to create or stimulate a positive image of the Group or a desire to buy the Group’s products and services, are expensed as incurred. Advertising costs amounted to US$28,410 and US$17,886 were recorded in the selling expenses for six months ended June 30, 2010 and 2009, respectively.

 

 

(q)

Retirement and other postretirement benefits

 

 

Full-time employees of the Group in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require that the Group makes contributions to the government for these benefits based on certain percentages of the employees’ salaries. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were approximately US$367,124 and US$384,012 for six months ended June 30, 2010 and 2009, respectively.

F-10


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)
(Amounts in US$)

(r)

Income tax

 

 

The Group follows ASC Topic 740 (formerly SFAS No. 109, “Accounting for Income Taxes”) which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income tax 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.

 

 

(s)

Uncertain tax positions

 

 

The Group follows ASC Topic 740 (formerly Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”) prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income tax in interim periods, and income tax disclosures. The Group did not have any interest and penalties associated with tax positions and did not have any significant unrecognized uncertain tax positions as of June 30, 2010 and December 31, 2009.

 

 

(t)

Comprehensive income

 

 

The Group follows ASC Topic 220 (formerly SFAS No. 130, “Reporting Comprehensive Income”), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ASC Topic 220 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. During the periods presented, the Group’s comprehensive income represents its net income and foreign currency translation adjustments.

 

 

(u)

Segment reporting

 

 

The management has determined that the Group, as defined by ASC Topic 280-10 (formerly SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”), has two operating segments, for sales of products and for providing the installation, technology and information consulting services.

 

 

As the Company generates all of its revenues from customers in the PRC, no geographical segments are presented.

 

 

(v)

Fair value measurements

 

 

Financial instruments include cash and cash equivalents, accounts receivable, prepayments and other receivables, short-term loans, accounts payable and other payables. The carrying amounts of these financial instruments approximate their fair value due to the short term maturities of these instruments.

F-11


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)
(Amounts in US$, except for shares)

The Group adopted ASC Topic 820-10 (formerly SFAS No. 157, “Fair Value Measurements”) on January 1, 2008 for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). ASC Topic 820-10 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Group has not adopted ASC Topic 820-10 for non-financial assets and non- financial liabilities, as these items are not recognized at fair value on a recurring basis.

 

 

ASC Topic 820-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

 

 

ASC Topic 820-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC Topic 820-10 establishes three levels of inputs that may be used to measure fair value:

 

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

 

(w)

Recently issued accounting standards

 

 

In April 2010, the FASB issued ASU 2010-13, Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Earlier application is permitted. The Company does not expect the provisions of ASU 2010-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

 

 

The FASB issued ASU 2010-17, Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition. This ASU codifies the consensus reached in EITF Issue No. 08-9, “Milestone Method of Revenue Recognition.” The amendments to the Codification provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. Consideration that is contingent on achievement of a milestone in its entirety may be recognized as revenue in the period in which the milestone is achieved only if the milestone is judged to meet certain criteria to be considered substantive. Milestones should be considered substantive in their entirety and may not be bifurcated. An arrangement may contain both substantive and nonsubstantive milestones, and each milestone should be evaluated individually to determine if it is substantive.

 

 

ASU 2010-17 is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply 2010-17 retrospectively from the beginning of the year of adoption. Vendors may also elect to adopt the amendments in this ASU retrospectively for all prior periods. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.

F-12


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)
(Amounts in US$)

In May 2010, the FASB issued ASU 2010-19, Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates. The amendments in this Update are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.

 

 

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

 

 

(x)

Concentration of Risks

 

 

Concentration of Credit Risk

 

 

Assets that potentially subject the Group to significant concentration of credit risk primarily consist of cash and cash equivalents, accounts receivable. As of June 30, 2010 and December 31, 2009, all of the Group’s cash and cash equivalents were deposited in financial institutions located in the PRC, which management believes are of high credit quality. Accounts receivable are typically unsecured and are derived from revenue earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances.

 

 

Concentration of Customers

 

 

There are no revenues from any customers which individually represent greater than 10% of the total revenues for the periods presented.

 

 

Concentration of suppliers

 

 

The Group only purchased from one supplier namely Henan Yuyang Industry Co., Ltd. for 20% of its total purchase in six months ended June 30, 2009. Other than that, the Group did not purchase from any other individual suppliers over 10% in six months ended June 30, 2010 and 2009 as well as three months ended June 30, 2010 and 2009.

 

 

Current vulnerability due to certain other concentrations

 

 

The Group’s operations may be adversely affected by significant political, economic and social uncertainties in the PRC. Although the PRC government has been pursuing economic reform policies for more than 30 years, no assurance can be given that the PRC government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRC’s political, economic and social conditions. There is also no guarantee that the PRC government’s pursuit of economic reforms will be consistent or effective.

 

 

The Group transacts all of its business in RMB, which is not freely convertible into foreign currencies. On January 1, 1994, the PRC government abolished the dual rate system and introduced a single rate of exchange as quoted daily by the People’s Bank of China (the “PBOC”). However, the unification of the exchange rates does not imply that RMB may be readily convertible into US$ or other foreign currencies. All foreign exchange transactions continue to take place either through the PBOC or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the PBOC. Approval of foreign currency payments by the PBOC or other institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.

 

 

Additionally, the value of RMB is subject to changes in central government policies and international economic and political developments affecting supply and demand in the PRC foreign exchange trading system market.

F-13


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)
(Amounts in US$)

3. ACCOUNTS RECEIVABLE, NET
   
Accounts receivable consist of the following:


      June 30,     December 31,  
      2010     2009  
      (Unaudited)        
  Accounts receivable $  12,571,774   $  14,185,066  
  Less: allowance for doubtful accounts   -     -  
    $  12,571,774   $  14,185,066  


Neither specific evidence indicating doubtful collection, nor long aging balance was identified during six months ended June 30, 2010 and the year ended December 31, 2009, no allowance was provided for doubtful accounts.

   
4. INVENTORIES
   
Inventories consist of the following:


      June 30,     December 31,  
      2010     2009  
      (Unaudited)        
  Raw materials $  1,141,271   $  2,236,907  
  Work in process   6,270,348     4,540,050  
  Finished goods   794,977     1,285,633  
    $  8,206,596   $  8,062,590  


5. PREPAYMENTS AND OTHER RECEIVABLES
   
Prepayments and other receivables consist of the following:


      June 30,     December 31,  
      2010     2009  
      (Unaudited)        
  Prepayments $  971,151   $  293,468  
  Other receivables   438,401     52,604  
  Deposit for Fuyuan Installation acquisition   1,463,122     -  
    $  2,881,674   $  346,072  

F-14


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)
(Amounts in US$, except for shares)

6. PROPERTY, PLANT AND EQUIPMENT, NET
   
Property, plant and equipment consist of the following:


      June 30,     December 31,  
      2010     2009  
      (Unaudited)        
  Buildings and improvements $  3,529,580   $  3,419,385  
  Machinery   3,571,226     3,546,234  
  Office equipment and furnishing   232,853     205,053  
  Motor vehicles   284,735     287,020  
  Construction in progress   198,561     148,794  
      7,816,956     7,606,486  
  Less: accumulated depreciation   (5,522,188 )   (5,332,268 )
    $  2,294,768   $  2,274,218  


The Group recorded depreciation expenses of US$151,836 and US$157,020 for the six months ended June 30, 2010 and 2009, respectively.

 

 

Certain buildings with an aggregate carrying value of US$1,394,024 and US$1,452,749 were pledged as collateral for bank loans as of June 30, 2010 and December 31, 2009 respectively.

   
7. LAND USE RIGHTS, NET
   
The following balances represented the land use rights of the Group as of the period ends presented:


      June 30,     December 31,  
      2010     2009  
      (Unaudited)        
  Land use rights $  4,764,905   $  4,732,639  
  Less: accumulated amortization   (438,607 )   (388,417 )
    $  4,326,298   $  4,344,222  


Land use rights represent cost of the land use rights in respect of land located in the PRC. The Group recorded amortization expenses of US$47,237 and US$47,178 for the six months ended June 30, 2010 and 2009, respectively.

 

 

All the land use rights were pledged as collateral for bank loans as of June 30, 2010 and December 31, 2009, respectively.

 

 

8.

LONG TERM INVESTMENT

 

 

According to a share purchase agreement entered into by and between Kaifeng Cigarettes Sales Company (“Kaifeng Cigarettes”) and Desheng Boiler dated December 31, 2005, Desheng Boiler purchased 4% of equity interest of Kaifeng Municipal Commercial Bank from Kaifeng Cigarettes at a consideration of RMB5,000,000, which accounted for 4% of the total registered capital of the bank. No dividend was received by Desheng Boiler from Kaifeng Municipal Commercial Bank during the six months ended June 30, 2010 and the fiscal year ended December 31, 2009. It is not practicable to estimate the fair value of the long term investment, no impairment was recognized during the six months ended June 30, 2010 and 2009.

F-15


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)
(Amounts in US$)

9. SHORT-TERM LOANS
   
Short-term loans consist of the following:


      June 30, 2010     December 31, 2009  
      (Unaudited)                    
      Interest     Maturity           Interest     Maturity        
  Lender   rate     date     Balance     rate     date     Balance  
                                       
  Kaifeng Municipal      5.31%     Jul. 15, 2010   $  441,768        5.31%     Jul. 15, 2010   $  438,776  
   Commercial Bank                                    
   Songdu Branch      5.31%     Jul. 15, 2010     294,512        5.31%     Jul. 15, 2010     292,517  
         5.31%     Dec. 21, 2010     441,768        5.31%     Dec. 21, 2010     438,776  
         5.31%     Dec. 28, 2010     294,512        5.31%     Dec. 28, 2010     292,517  
         7.97%     Oct. 21, 2010     294,512        7.97%     Oct. 21, 2010     292,517  
  Subtotal             $  1,767,071               $  1,755,103  
                                       
  Shanghai Pudong                                    
   Development                                    
   Bank      5.84%     Aug. 13, 2010     2,945,118        5.84%     Aug. 13, 2010     2,925,175  
  Total             $  4,712,188               $  4,680,278  

All short-term loans were denominated in RMB for working capital purposes and were pledged by buildings and land use rights, with weighted average balances of US$2,323,819 and US$2,309,873 and weighted average interest rates of 5.5% and 6.2% for the six months ended June 30, 2010 and 2009, respectively. The weighted average balances were US$2,323,819 and US$2,309,873 and weighted average interest rates were 5.3% and 6.3% for the three months ended June 30, 2010 and 2009, respectively.

The following table summarizes the unused lines of credit:

 

    June 30, 2010     December 31, 2009  

 

                                                 

 

    (Unaudited)                          

 

                                                 

 

          Maturity     Facility     Unused     Starting     Maturity     Facility     Unused  

 

Lender   Starting date     date     amount     facility     date        date     amount     facility  

 

Shanghai Pudong Development Bank   Aug 12, 2008     Aug 11, 2011   $ 4,417,677   $ 1,472,559     Aug 12, 2008     Aug 11, 2011   $ 4,387,761   $ 1,462,586  

The above lines of credit were pledged by buildings and land use rights for working capital and general corporate purposes. The unused credit facilities can be withdrawn upon demand if the Group complies with the underlying undertakings, i.e. pre-approval by lender regarding liquidation, bankruptcy, merger, split-up, restructuring, or disposal of material assets, or change in shareholding structure, etc.

F-16


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)
(Amounts in US$)

10. ACCRUED EXPENSES AND OTHER PAYABLES
   
Accrued expenses and other payables as of the end of the periods presented consist of the following:


      June 30,     December 31,  
      2010     2009  
      (Unaudited)        
  Advance from customers $  405,782   $  1,566,051  
  Payroll and welfare payable   977,701     783,811  
  VAT payable   258,000     129,854  
  Other taxes payable   362,899     207,449  
  Accrued expenses   39,767     34,588  
  Other payables   1,617,256     804,874  
    $  3,661,405   $  3,526,627  


11. ADDITIONAL PAID-IN CAPITAL
   

The additional paid-in capital was derived from the liabilities waived, addition capital paid by the original stockholders before 2004 and the proceeds from private placement in June 2010 as described in note 1.

 

 

12.

RESTRICTED NET ASSETS

 

 

As described in note 2(m), the net income of the Group is distributable only after sufficient appropriation of reserves. Amounts restricted to transfer funds to the stockholder through loans, advance, or dividends been made, include paid-in capital, additional paid-in capital and reserve funds of the Group as determined pursuant to the PRC accounting standards and regulations, totaling approximately US$20,590,076 and US$12,366,457 as of June 30, 2010 and December 31, 2009 respectively.

 

 

13.

REVENUES

 

 

Top ten customer aggregate sales and sales percentages for the periods presented are as follows:


      Three months ended June 30,     Six months ended June 30,  
      2010     2009     2010     2009  
       Unaudited     Unaudited     Unaudited     Unaudited  
  Aggregated top 10 customer sales amount $ 5,771,806   $  5,800,013   $  6,855,499   $  6,679,807  
  Percent of total sales amount   22%     31%     15%     18%  

F-17


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)
(Amounts in US$)

14. TAXATION
   
 

The company and it’s subsidiaries’ each files tax returns separately.

 

 

1)

Value Added Tax (“VAT”)

 

 

Pursuant to the Provisional Regulation of the PRC on the VAT and its implementing rules, all entities and individuals (“taxpayers”) that are engaged in the sale of products in the PRC are generally required to pay the VAT at a rate of 17% of the gross sales proceeds received, less any deductible the VAT already paid or borne by the taxpayers. Further, when exporting goods, the exporter is entitled to a portion of or all the refund of VAT that it has already paid or incurred.

 

 

 

Desheng Boiler is subject to the VAT at 17% for its revenues.

 

 

2)

Business Tax (“BT”)

 

 

Pursuant to the Provisional Regulation of China on BT and its implementing rules, all entities and individuals that are engaged in providing services which are not subject to VAT in China are generally required to pay BT at a certain rate of the gross revenues from services.

 

 

 

Desheng Installation is subject to BT at tax rate of 3% for its revenues from installation services and tax rate of 5% for its revenues from technology and information consulting services.

 

 

3)

Income tax

 

 

 

United States

 

 

China Power is subject to United States tax at a tax rate of 34%. No provision for income tax in the United States has been made as China Power had no U.S. taxable income for six months ended June 30, 2010 and 2009.

 

 

 

BVI

 

 

China Niceview is incorporated in BVI and is governed by the income tax law of BVI. According to current BVI income tax law, the applicable income tax rate for the Company is 0%.

 

 

 

Hong Kong

 

 

Hong Kong Niceview was incorporated in the Hong Kong, and under the current laws of Hong Kong, is subject to Hong Kong income tax at a tax rate of 17.5%.

 

 

 

PRC

 

 

In accordance with the relevant tax laws and regulations of the PRC, a company registered in the PRC is subject to income taxes within the PRC at the applicable tax rate on the taxable income. The statutory tax rate is 25%.

 

 

Desheng Boiler was qualified as New and High-Tech Enterprise ("NHTE") before and after the EIT Law and therefore it enjoyed a preferential tax rate of 15% in calendar years of 2010 and 2009.

 

 

 

Desheng Installation was subject to the statutory tax rate of 25% in calendar years of 2010 and 2009.

F-18


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)
(Amounts in US$)

The following table reconciles the Group’s effective tax for the periods presented:

      Three months ended June 30,     Six months ended June 30,  
      2010     2009     2010     2009  
      (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
  Expected enterprise income tax at statutory tax rate   1,850,635     1,338,267   $  3,285,341   $  2,501,595  
  Effect of preferential tax rate   (275,635 )   (214,537 )   (532,590 )   (439,769 )
  Additional deductable expenses   -     -     -     (4,235 )
  Others   (605 )   (4 )   -     (2,531 )
  Effective enterprise income tax   1,574,395     1,123,726   $  2,752,751   $  2,055,060  


15.

COMMITMENTS AND CONTINGENCIES

 

The Group did not have any significant capital or lease commitment as of June 30, 2010.

 

The Group is not currently a party to any legal proceeding, investigation or claim which, in the opinion of the management, is likely to have a material adverse effect on the business, financial condition or results of operations.

 

The Group did not record any contingencies as of June 30, 2010.

 
16.

SEGMENT REPORTING

 

The management has determined that the Group, as defined by ASC 280-10, “Segment Reporting”, has two operating segments, for boiler manufacture and for providing installation technology and information consulting services and their financial summary is as follows:


                  Installation, technology and              
      Boiler manufacture     information consulting services     Total  
      Three months ended June 30,     Three months ended June 30,     Three months ended June 30,  
      2010     2009     2010     2009     2010     2009  
      (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
  Revenues $  15,093,605   $  11,181,145   $  11,050,598   $  7,769,994   $  26,144,203   $  18,951,139  
  Cost of goods sold   11,340,003     8,165,362     6,076,053     4,288,020     17,416,056     12,453,382  
  Operating expenses   1,121,229     837,552     339,275     272,610     1,460,504     1,110,162  
  Income tax expense   415,877     321,804     1,158,518     801,922     1,574,395     1,123,726  
  Segment profit   2,164,375     1,823,572     3,475,553     2,405,766     5,639,928     4,229,338  
  Expenditure for segment assets   137,336     -     -     -     137,336     -  
  Segment assets $  37,340,497   $  30,701,792   $  11,265,539   $  8,441,408   $  48,606,036   $  39,143,200  

F-19


CHINA POWER TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(UNAUDITED)
(Amounts in US$)

                  Installation, technology and              
      Boiler manufacture     information consulting services     Total  
      Six months ended June 30,     Six months ended June 30,     Six months ended June 30,  
      2010     2009     2010     2009     2010     2009  
      (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)  
  Revenues $  28,586,471   $  22,796,862   $  18,119,726     13,932,902   $  46,706,197   $  36,729,764  
  Cost of goods sold   21,242,713     16,683,898     9,809,040     7,796,197     31,051,753     24,480,095  
  Operating expenses   2,099,952     1,690,385     491,805     522,886     2,591,757     2,213,271  
  Income tax expense   798,886     654,054     1,953,865     1,401,006     2,752,751     2,055,060  
  Segment profit   4,338,806     3,743,633     5,861,587     4,207,684     10,200,393     7,951,317  
  Expenditure for segment assets   156,876     -     -     -     156,876     -  
  Segment assets $  37,340,497   $  30,701,792   $  11,265,539     8,441,408   $  48,606,036   $  39,143,200  
   
17. SUBSEQUENT EVENT

The Company has evaluated subsequent events through the issuance of the interim consolidated financial statements, which occurred on August 16, 2010, and identified the following subsequent events.

On July 1, 2010, Desheng Installation entered into an acquisition agreement (the "Acquisition Agreement") with Fuyuan Installation, which is incorporated in Jinan city, Shandong province, PRC. According to the Acquisition Agreement, Desheng Installation acquired 60% of the capital interest of Fuyuan Installation, for cash consideration of US$9.3 million.

Fuyuan Installation is engaged in installing boilers, high pressure pipes and relevant equipments. It also provides maintenance and repair services for the installed boilers, high pressure pipes and other equipments. According to the Acquisition Agreement, and the valuation of Fuyuan Installation and the purchase price allocation was still in progress and the financial effect can not be determined at this time.

18.

Restatement

On August 16, 2010, the Company filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, with the Securities and Exchange Commission (the "Original Filing"). The Company is filing this amendment to the Original Filing in order to correct a clerical error that resulted in the failure to reflect Income tax payable arising from the cancellation of a related party loan to the Company (see note 1) on the Company's consolidated balance sheets in the Original Filing. The Company’s income tax payable should have reflected an increase in an amount of $1,301,065 in Income tax payable and a corresponding decrease in total shareholder’s equity, the decrease consisting of a decrease in amounts of $1,292,720 and $8,345 in additional paid-in capital and accumulated other comprehensive income, respectively. The Company has amended the consolidated balance sheets in this amendment to reflect the correct amounts of Income tax payable, additional paid-in capital, accumulated other comprehensive income and total shareholder’s equity.

In addition, the Company also reflected impact, due to use of different exchange rates for balance sheet items and income statement items, of above correction on foreign currency translation adjustment in the consolidated statements of income and comprehensive income for the six months ended June 30, 2010 in the Original Filing, the amount of foreign currency translation adjustment for the three months was $192,440 but should have been $184,095, and the amount of foreign currency translation adjustment for the six months was $196,601 but should have been $188,256.

Restated consolidated balance sheet:

               
    As of June 30, 2010
      As reported   Adjustments   Restated
      (unaudited)       (unaudited)
  Income tax payable $ 592,794 $ 1,301,065 $ 1,893,859
  Additional paid-in capital   18,304,999   (1,292,720)   17,012,279
  Accumulated other comprehensive income   2,900,941   (8,345)   2,892,596
  Total current liabilities   11,715,455   1,301,065   13,016,520
  Total shareholder’s equity   36,890,581   (1,301,065)   35,589,516
  Total shareholder’s equity and liabilities $ 48,606,036 $ - $ 48,606,036

 

      Three months ended June 30, 2010   Six months ended June 30, 2010
      As reported   Adjustments   Restated   As reported   Adjustments   Restated
      (unaudited)       (unaudited)   (unaudited)       (unaudited)
                           
  Foreign currency adjustment translation $ 192,440 $ (8,345) $ 184,095 $ 196,601 $ (8,345) $ 188,256
  Comprehensive income $ 5,832,368 $ (8,345) $ 5,824,023 $ 10,396,994 $ (8,345) $ 10,388,649

F-20


Item 6. Exhibits.

EXHIBITS.

31.1*  Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*  Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed herewith.

14


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DATED: September 20, 2010

CHINA POWER TECHNOLOGY, INC.

/s/SD Liu                    
SD Liu
Chief Financial Officer
(Principal Financial Officer)


EXHIBIT INDEX

31.1*  Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*  Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed herewith.