Attached files
file | filename |
---|---|
EX-32.2 - Xinde Technology Co | v197463_ex32-2.htm |
EX-99.5 - Xinde Technology Co | v197463_ex99-5.htm |
EX-31.1 - Xinde Technology Co | v197463_ex31-1.htm |
EX-32.1 - Xinde Technology Co | v197463_ex32-1.htm |
EX-23.1 - Xinde Technology Co | v197463_ex23-1.htm |
EX-31.2 - Xinde Technology Co | v197463_ex31-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
x
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
fiscal year ended: June 30,
2010
or
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from ______ to __________
Commission
file number: 000-53672
XINDE
TECHNOLOGY COMPANY
(Exact
name of registrant as specified in its charter)
Nevada
|
20-8121712
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(IRS
Employer
Identification
No.)
|
Number
363, Sheng Li West Street, Weifang, Shandong Province,
The People’s Republic of
China
(Address
of principal executive offices)
(011)
86-536-8322068
(Registrant’s
Telephone Number, Including Area Code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class:
None
|
Name
of each exchange on which registered: None
|
Securities
registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per
share
|
(Title
of class)
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No x
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 issuer was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes x
No o
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 o No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
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 definition of “large accelerated filer”, “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
(Check one):
Large
Accelerated Filer o
|
Accelerated
Filer o
|
Non-Accelerated
Filer o
|
Smaller
Reporting Company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter: $60,480,000
Indicate
the numbers of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date: As of September 25, 2010, the
registrant had 60,000,000 shares of common stock, par value $0.001 per share,
issued and outstanding.
Documents
incorporated by reference: None
TABLE
OF CONTENTS
PART
I
|
||
ITEM
1. BUSINESS.
|
3
|
|
ITEM
2. PROPERTIES.
|
14
|
|
ITEM
3. LEGAL PROCEEDINGS.
|
15
|
|
ITEM
4. (REMOVED AND RESERVED).
|
15
|
|
PART
II
|
||
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
|
16
|
|
ITEM
6. SELECTED FINANCIAL DATA.
|
18
|
|
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
|
19
|
|
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
|
32
|
|
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
F-1
|
|
ITEM
9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
|
33
|
|
ITEM
9A. CONTROLS AND PROCEDURES.
|
33
|
|
PART
III
|
||
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.
|
34
|
|
ITEM
11. EXECUTIVE COMPENSATION.
|
38
|
|
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
|
39
|
|
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
|
40
|
|
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
41
|
|
PART
IV
|
||
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|
42
|
ii
XINDE
TECHNOLOGY COMPANY
Forward
Looking Statements
The
following Annual Report on Form 10-K (this “Report”) of Xinde
Technology Company (f/k/a Wasatch Food Services, Inc., the “Company”, “Xinde”, the
“Registrant”, “we”, “us”, or “our”) contains forward-looking statements.
Generally, the words “believes”, “anticipates”, “may”, “will”, “should”,
“expect”, “intend”, “estimate”, “continue” and similar expressions or the
negative thereof or comparable terminology are intended to identify
forward-looking statements. Such statements are subject to certain risks and
uncertainties, including the matters set forth in this Report or other reports
or documents we file with the SEC from time to time, which could cause actual
results or outcomes to differ materially from those projected. Undue reliance
should not be placed on these forward-looking statements which speak only as of
the date hereof. We undertake no obligation to update these forward-looking
statements except as otherwise required by law.
ITEM
1. BUSINESS
Prior
Operations of the Company
Xinde was incorporated as “Wasatch Food
Services, Inc.” in Nevada in December 2006 to engage as a franchisee of
BAJIO® Mexican
Grill restaurants in the State of Idaho. In January 2007, the Company was
assigned certain rights under an area development agreement with Bajio, LLC (the
franchisor) that granted the Company the right to develop four BAJIO®
restaurant locations in Southern Idaho through December 31, 2009. In
October 2007, the Company entered into its first franchise agreement in
Boise, Idaho and thereafter entered into a lease, furnished and equipped the
space and opened for business in November 2007. The Company failed to open
any additional BAJIO®
restaurants within the time periods set forth in the area development agreement
and lost its right to develop such additional restaurants. During this time and
up to December 28, 2009, the Company conducted its operations solely through its
wholly-owned subsidiary, Bajio.
The Company executed a purchase
agreement to sell Bajio following the consummation of the share exchange
transaction described in the section below. The Company has never
initiated any bankruptcy, receivership or similar proceedings.
The
December 2009 Share Exchange Transaction
On December 28, 2009, the Company
entered into a share exchange agreement, or the Exchange Agreement, with Jolly
Promise Limited, an investment holding company organized under the laws of the
British Virgin Islands (“Jolly”) and the
stockholder of Jolly, Welldone Pacific Limited, a limited company organized
under the laws of the British Virgin Islands (“Welldone”). As a
result of the share exchange, or the Exchange, the Company acquired all of the
issued and outstanding securities of Jolly from Welldon in exchange for
forty-two million (42,000,000) newly-issued shares of the Company’s common
stock, par value $0.001 per share (“Common Stock”).
Immediately following the Exchange, the Stockholder owned seventy percent (70%)
of the sixty million (60,000,000) issued and outstanding shares of voting
capital stock of the Company. As a result of the Exchange, Jolly became a
wholly-owned subsidiary of the Company.
Following the Exchange, the corporate
structure of the Company consisted of Jolly, a wholly-owned subsidiary of the
Company, Jolly’s wholly-owned subsidiary, Hong Kong Sindhi Fuel Injection
Company Limited, a Hong Kong company (“HKSind”), HKSind’s
wholly-owned subsidiary, Weifang Huajie Fuel Injection Company Limited, a
People’s Republic of China or PRC company (“Huajie”), Huajie’s
wholly-owned subsidiary, Weifang Xinde Fuel Injection System Company Limited, a
PRC company (“Weifang”) and
Weifang’s wholly-owned subsidiaries, Huaxin Diesel Engine Co., Ltd., a PRC
company (“Huaxin”), Hengyuan
Oil Pump and Oil Fitting Co., Ltd., a PRC company (“Hengyuan”) and Jinma
Diesel Engine Co., Ltd., a PRC company (“Jinma” and together
with Jolly, HKSind, Huajie, Weifang, Huaxin and Hengyuan, the “Subsidiaries”). The
principal business activities of the Company and its Subsidiaries consist of the
production and marketing of fuel injection systems, non-vehicle diesel engines,
and diesel generator technology. The above described corporate structure is
illustrated below:
3
The Common Stock is currently quoted on
the Over-The-Counter Bulletin Board (“OTCBB”) and on the
Pink Sheets under the symbol “WTFS.OB”.
On April 22, 2010, the Company held a
special meeting of its stockholders. At the special meeting, the Company’s
stockholders approved, by the requisite number of votes, to change the Company’s
name from “Wasatch Food Services, Inc.” to “Xinde Technology
Company”.
Current
Operations of the Company
Introduction
The Company operates in one business
segment, the design, development, manufacture, and commercialization of fuel
injection pumps, injectors, multi-cylinder diesel engines and small generator
units mainly in the People’s Republic of China. However, our products compete in
three primary product segments, namely (1) fuel injection system products,
(2) diesel engine products and (3) generator products. We believe our
broad range of products (including non-vehicle diesel engines, diesel
generators, injection pumps, injectors and three-coupling components, and
agricultural machinery and construction machinery) increases our
competitiveness.
Summary of the Company’s Current
Business
The Company is based in China’s
Shandong Province in the city of Weifang where many large and medium-sized
diesel engine enterprises and related products and components manufacturers are
located. Weifang is also an important traffic center on the east coast in
northern China. We believe our location makes the purchase of raw materials and
sales of our products very convenient and reduces the costs associated with
sales while reducing freight costs.
We have developed fuel injection system
products that we believe will meet the Euro III Emissions Standard, which will
become most relevant in light of China’s initiative to implement the Euro III
Emissions Standard in 2010. Furthermore, we believe
that we are China’s only company with exclusive intellectual property rights for
fuel injection systems meeting such Euro III Emissions Standard which could lead
to broad market appeal. Due to our strict technical standards and quality
control in production process, our products have become well-known brands in
their markets throughout China. Our Company has always placed quality control
first and we received our ISO9001 certification in 2005.
4
Our products feature a cost and price
advantage arising from our independently owned intellectual property. For
example, our integrated electromechanical electronically-controlled
high-pressure fuel injection system with common rail sells for RMB7,000
(US$1,029) per set as compared with products produced by some of our largest
competitors (BOSCH and DENSO) which offer comparable products for RMB15,000
(US$2,011) per set. As a result, we believe such products will gain market share
and be instrumental in improving our competitive position and brand
influence.
We also have a long-term relationship
with Tianjin University’s Combustion Laboratory of Combustion Engines, a
national key laboratory located in Tianjin, China, which contributes to our
growing expertise and reputation in the field of integrated electromechanical
electronically-controlled high-pressure fuel injection systems with common rail
in China. In addition, we have an experienced team of in-house technicians which
contributes to our product’s technical content and ultimately, our core
competitiveness.
Through independent development,
cooperation and introduction, we have developed a variety of diesel engine
injector assemblies for Sitair, 170, 190 and 105 models as well as
multi-cylinder No. 1, BX, BXD, IIW and DT12/24-10X (electronic regulator)
injection pump assemblies and oil transfer pumps. In addition, we have fully
acquired the production process and technology for EGR (Exhaust Gas
Recirculation) diesel engines and gas power generators that are in growing
demand in the marketplace.
Each of our Subsidiaries has its own
marketing network. The Company’s goal is to utilize each of such networks to
create a countrywide network. The Company has made its after-sales service a
priority, setting up a special after-sales service management department to
provide users with after-sales services.
Our principal offices are located at
Number 363, Sheng Li West Street, Weifang, Shandong Province, The People’s
Republic of China, Telephone: (86) 536-8322068, Facsimile: (86)
852-28450504.
Description of the Company’s Business
Segments
The Company’s products compete in three
primary product segments, namely (1) fuel injection system products,
(2) diesel engine products and (3) generator products.
Our Products
The Company’s existing products consist
of ten series of more than 100 models, including a multi-cylinder oil pump
assembly, an electronically-controlled multi-cylinder injection pump assembly, a
single-cylinder injection pump assembly, an injection assembly, an oil-transfer
pump assembly, coupling plungers, coupling injectors, coupling delivery valves,
offset press and multi-cylinder diesel engines (including a diesel generator
set, construction machinery, agricultural machinery, air compressors and
rigidly-fixed power machines). The Company has developed a variety of
diesel engine injector assemblies and multi-cylinder I, BX, BXD, IIW,
DT12/24-10X (electron speed regulator) injector assemblies and oil transfer
pumps. Set forth below is a brief description of our fuel injection system,
diesel engine and generator products.
Fuel Injection System
Products
Our fuel injection system products are
a core component of diesel engines and are used in heavy, medium and light-duty
vehicle diesel engines (including those used in mining, agricultural and
construction machinery). We were recognized as a leader with respect to the
technology of oil pump and fuel injection systems by the China Diesel Industrial
Catalog 2007. For example, our DG-T2 digital electronically-controlled oil pump
has sold very well since its development three years ago, with over 108,000 sets
being sold since 2007. The product can reduce oil consumption and pollution
emissions of diesel engines and has become a new-generation oil supply product
for modern diesel engines.
5
One of our main fuel injection system
products is our electronically-controlled fuel system with common rail which we
developed in conjunction with Tianjin University. In order to resolve
traditional problems with respect to diesel engines such as high noise and
hazardous tailpipe gas emissions, the European community, the U.S. and Japan
have applied electronic control technology to vehicle diesel engines. Compared
with traditional diesel engines, electronically-controlled diesel engines
exhibit improvements in power performance, economic efficiency, emissions and
noise indexes. Furthermore, high-pressure “common rail” technology is an oil
supply method that separates injection pressure generation from the injection
process in a closed loop system composed of high-pressure oil pumps, pressure
sensors and electronic control units. In this method, a high-pressure oil pump
transmits pressed fuel to common fuel supply lines and exhibits precise control
over fuel pressure to realize fuel line pressure independent of the revolution
speed of the engine. This technology considerably reduces the change of fuel
supply pressure on the revolution speed of engines and, ultimately, remedies the
drawbacks of traditional diesel engines with respect to high noise and hazardous
emissions.
As governments begin to pay more
attention to environmental protection concerns, stricter requirements are being
established for the performance of diesel engines with regard to their pollutant
emissions and economic fuel efficiency. Emissions standards are requirements
that set specific limits to the amount of pollutants that can be released into
the environment. The European Union has its own set of emissions standards that
all new vehicles must meet, commonly referred to as Euro Standards. Currently,
emissions standards are set for all road vehicles, trains, barges and non-road
mobile machinery (such as tractors). As China’s wealth expands, the number of
coal power plants and cars on China’s roads is also growing, creating an ongoing
pollution problem. China enacted its first emissions controls on automobiles in
2000 which were equivalent to the Euro I Standard. China’s State Environmental
Protection Administration, or SEPA, upgraded emission controls again on July 1,
2004 to the Euro II Emissions Standard. A more stringent emission standard,
National Standard III, the equivalent of Euro III Emissions Standard, went into
effect on July 1, 2007. The Euro IV Emissions Standard is scheduled to take
effect in 2010. Beijing introduced the
Euro IV Emissions Standard on January 1, 2008, and thus became the first city in
mainland China to adopt this standard. Due the fact that our product has passed
all of the applicable professional tests administered by the Chinese National
Laboratory, we believe that our integrated electromechanical high-pressure
electronically-controlled fuel injection system with common rail will fully meet
the Euro III Emissions Standard in China once fully implemented. We hold
exclusive intellectual property rights to the technology. We believe that only
our electronically-controlled fuel injection systems with common rail can
currently meet the Euro III and IV Emission Standards. With extensive
implementation of the Euro III Standard in China, we believe that our products
will be well positioned. We intend to achieve even higher standards (such as
Euro IV and V Emission Standards) through technological up-grading. Furthermore,
in light of the fact that the most comparable products used in China are
produced by foreign companies such as BOSCH and DENSO, we believe there is no
compatible domestic product has been put into production in China.
Diesel Engine Products
Our vehicle diesel engines with
electronic protective units feature automatic protection for abnormal situations
in the vehicle’s running process, including over-speed protection, low oil
pressure protection, high water temperature protection, overload protection and
low voltage protection. This can ensure an effective operation of the diesel
engine without it being monitored. We have manufactured vehicle diesel engine
products in small volume to supply the international market, and our technology
has reached internationally advanced levels having achieved ISO9001
qualification. In the near future, we intend to strengthen our marketing and
sales efforts in the international market for these products. Our diesel engine
products generated thirty-six percent (36%) and fifty-one percent (51%) of the
Company’s revenues in the fiscal years ended June 30, 2010 and 2009,
respectively.
We are currently devoting significant
efforts to develop electronically-controlled non-vehicle diesel engines,
including engines with electronic protecting units. Both are small and
medium-sized non-vehicle diesel engines (12kW~250kW). Our non-vehicle diesel
engine products currently include four-cylinder and six-cylinder engines, with
output power ranging from 15kW to 250kW. These products have been widely used to
power generators, agricultural machinery and construction machinery. Our product
models are as follows:
• For power
generators: K4100D\K4100ZD\R6105ZD\R6113ZLD\HR6126CD
6
• For construction
machinery: K4100G\K4100G2\R6105G\R4100Y\HR6126G
• For agricultural
machinery: R4105T\R6105K
Due to intense market competition with
respect to vehicle diesel engines, some large diesel engine enterprises such as
Weichai Power Co., Ltd. and Shanghai Diesel Engine Co., Ltd. focus on producing
vehicle diesel engines. We have not been able to identify any leading
enterprises that produce non-vehicle diesel engines in China according to our
research regarding the national industrial market. Therefore, the Company
intends to create such a market through the production of small and medium-sized
non-vehicle diesel engines. In April 2010, the Company launched its
new Huaxin “Zhongkang” 6CT/6LT product line which consists of smaller, lighter
highly reliable and fuel efficient diesel engines. The Company
anticipates that these engines will be used in generator construction machinery,
and eventually, in the automotive industry.
Generator Products
Diesel generators have traditionally
been in a short supply in China. From 2004 to 2005, diesel generators were out
of stock in the Chinese market and remained a scarce commodity as described in
China Statistical Yearbook 2005. In China, the annual demand for diesel
generators was approximately 800,000 sets according to
national industrial market research in 2009. Our Company receives orders for
80,000 sets each year however our production capacity is only about 20,000 sets
each year. Therefore, the demand for our generator products greatly exceeds the
supply. Our generator products generated twenty-seven percent (27%) and three
percent (3%) of the Company’s revenues in the fiscal years ended June 30, 2010
and 2009, respectively.
Furthermore, the net profit of such
product can reach approximately fifteen percent (15%), so we believe the profit
margin is very attractive. According to an authoritative investigation, China’s
power demand has increased by 20% each year however the power supply increased
only by 2% each year over the past 5 years quoted from the China industrial
Statistical Yearbook. We are therefore
optimistic that demand for diesel engines for power generation and engineering
construction may see significant growth over the next ten years. Our diesel
generator set can meet extensive service requirements and may be used
for:
• basic energy supply
of public facilities to meet power demands;
• emergency power
supply of public facilities to provide uninterrupted power supply to workshops,
public utilities and commercial mansions;
• mobile and portable
power supply;
• auxiliary power
supply for ships to meet power needs of auxiliary devices;
• peak load absorption
units to absorb peak loads at peak hours; and
• joint power and heat
supply units to provide power, heat and cold energy to office
buildings.
We are currently developing an
“intelligent” generator set which is a fully automatic intelligent power station
that integrates self-monitoring, site machine room monitoring and remote
computer monitoring. Such generator implements full automatic control at the
start-up phase, shut-down phase, state monitoring and on-line control. This
product is suitable for self-closing unit control systems under unmanned
operation or remote computer operations. Its specific advantages are as
follows:
• Automatic start or
the occurrence of electricity failure and automatic connection with civil power
network. When the external power supply recovers, the product will automatically
shut down. As a result, it is suitable for use in hospitals, banks, machine
rooms, communities and hotels;
7
• Four self-protection
functions. In the event of excessively high water temperature, high oil
temperature, low oil pressure, over-speed, overload on account of loss of
pressure, or short circuit and start failure, the protection device will give
sound and light warnings and automatically stop the machine.
• Remote control
function. The unit has a remote control interface and effectuates remote
control, remote measurement and remote communication. This can automate office
control of the unit “operation” and automated power station without human
monitoring.
• Intelligent
fully-automatic remote control power station with low noise (green power
supply). This unit is suitable for the user who requires strict noise control.
The unit mute shell is made of high-quality steel plate, resistant to corrosion,
with high-efficient acoustical material inside. This can effectively reduce
noise. In addition, shock pack is installed at bottom of each unit to reduce the
shock of unit.
Distribution
Methods
We have established nationwide
marketing and after-sale service networks in China. We have established more
than 20 branches throughout China, including Fu’an, Guangzhou, Dongguan,
Jiangdu, Chengdu, Chongqing, Kunming, Taiyuan, Shenyang, Changsha and Urumchi.
The Company employs agents throughout China, who receive commissions on the
amount of products that they help the Company to sell. Agreements with such
agents are generally formed during national trade fairs or other types of trade
exhibitions. We pay for transportation expenses and the products are generally
delivered via road vehicles.
Mobile technicians operate our
after-sales network. Each is assigned to a different geographical
area.
For the fiscal years ended June 30,
2009 and 2010, distribution of our products through our three largest
distributors accounted for approximately 7.4% and 9.4% of our total annual
sales, respectively.
Sources
and Availability of Raw Materials from Suppliers
No single supplier accounted for more
than 10% of the Company’s purchases and accounts payable for the years ended
June 30, 2010 and 2009, or for the three months ended June 30,
2010.
Key
Customers
No single customer accounted for more
than 10% of the Company’s total revenue or accounts receivable for the years
ended June 30, 2010 and 2009, or for the three months ended June 30,
2010.
Competition
and Market Share
The following sections discuss the
competitive environment that the Company navigates with respect to its fuel
injection system, diesel engine and generator products.
Fuel Injection Systems
Market
According to our market research, there
are more than 70 companies that produce fuel injection systems in China (with
the exception of small enterprises that are specialized in rough manufacturing
for the large and medium-sized oil pump and nozzle enterprises). In 2009, the
whole industrial sector manufactured 4,450,000 multi-cylinder injection pumps,
more than 63,000,000 injector assemblies and realized sales of RMB13.8 billion
(US$2.1 billion ).
In 2009, there were considerable
heavy-duty truck overloads in many districts (trucks filled beyond their
mandatory capacity limit). In order to maintain the restrictions on overruns and
overloads, China’s Ministry of Transport has stressed the importance of
strengthening restrictions on overruns and overloads so that greater safety may
be achieved. Undoubtedly, such news favors the market of 12~19t which had not
been prosperous in the past.
8
The rural transport markets and urban
logistics markets have great demand for light trucks, specifically special light
trucks. As discussed in the China Vehicle Report (October 2009), light trucks
are becoming a popular form of rural transporting because they are environment
friendly, have high maneuverability and good safety records. This contributes to
the increase in the sales volume of light trucks. In addition, the upgrading of
agricultural trucks and an increase in income of farmers may improve the demand
for medium-sized trucks. As coal, power and oil industries continue to expand,
the demand for heavy and medium-duty trucks is likely to expand. Moreover,
China’s heavy-duty trucks have high performance-price ratios, and the prices
present an advantage in the global market.
China strengthened the construction and
improvement of its public bus system, which may contribute to an increase in the
development of urban buses. In addition, the tourism industry has become
increasingly prosperous in China, which promotes a demand for tourist buses. The
majority of public and tourist buses are large-scale passenger buses, and as a
result of our products usefulness for these vehicles, we believe that our
products will continue to sell well for such purposes.
Despite rapid growth of China’s diesel
engine vehicles, the fuel injection systems mostly adopt foreign technology and
imports from foreign countries. And now, some Chinese manufacturers are
developing diesel engines for cars, but there will be quite a few years before
industrial production occurs. Therefore, our future objective is to realize
localization of fuel injection systems and lead the market.
As emission controls become stricter,
electronically-controlled fuel injection systems will likely be in great demand.
In China, some universities and hi-tech enterprises have conducted experimental
research in electronically-controlled fuel injection systems, but few have
achieved substantial progress. According to an analysis report generated from
http://www.cndata100.com, it is estimated that there will be an increase in
production of electronically-controlled fuel injection system products in the
following three to seven years.
We do not hold a significant or
reportable share of the fuel injection system market. Currently, domestic fuel
injection systems face competition from large international enterprises. BOSCH
Automotive Diesel Systems Co., Ltd. is a joint stock company invested by BOSCH
and Weifu Group, which produces injector assemblies, injection coupling
components and electronically-controlled fuel injection systems. Depending on
advanced technology and strong capital strength, BOSCH Automotive Diesel Systems
Co., Ltd. has a dominant position in China’s fuel injection system market. In
addition, DENSO (Japan) and Shanghai Yiwei jointly invested to establish DENSO
(Shanghai) Fuel Injection System Co., Ltd. Once the Chinese market needs
electronically-controlled fuel injection system products, DENSO will hold the
aforesaid company and its products will enter into Chinese market through such
company. Meanwhile, Delphi Corporation is also seeking opportunities to
establish a wholly-controlled or joint venture company. These large
international companies are all attracted to the Chinese market. However, due to
high prices of their products, we believe this leaves a tremendous opportunity
for our products.
Diesel Engine Market
Diesel engines are the main power
source for automobiles, agricultural machinery, construction machinery, ships,
diesel locomotives, geological and oil drilling, military equipment,
general-purpose machinery, mobile and spare power stations. As a result, the
development of the diesel engine industry has an important impact on China’s
industry, agriculture, transportation, national defense, construction and the
life of urban and rural residents.
We do not hold a significant or
reportable share of China’s diesel engine manufacturing market. However, we
believe that the demand for energy saving and emissions reduction bring
tremendous opportunity to the diesel engine industry and our business.
Electronically-controlled fuel injection systems are the heart of diesel engines
and they directly control the emissions level and comprehensive performance of
engine. With China’s formal implementation of the National Standard III Emission
regulation (the Euro III Emissions Standard equivalent in China) on July 1,
2007, electronically-controlled fuel injection systems are likely to replace
mechanical fuel injection systems. Driven by the continuously increasing diesel
engine market, the demand for electronically-controlled fuel injection systems
for diesel engines keeps growing. As a result of the issuance of the national
supporting policy and measures and the improvement of laws and regulations, we
believe that the domestic market of electronically-controlled fuel injection
system of diesel engines have a great development opportunity.
9
According to the Chinese government’s
working report regarding its Eleventh Five-Year Plan, the annual demand for
single-cylinder diesel engines is about 9,000,000~10,000,000 sets; the annual
demand for multi-cylinder diesel engines installed in agricultural vehicles,
large and medium-sized tractor and large agricultural machinery is approximately
880,000 ~ 1,100,000 sets; for automobiles, about 2,400,000~2,500,000 sets; large
and medium-sized construction machinery, about 500,000 sets; large and
medium-power ship and generators, approximately 500,000~700,000 sets. Further,
it is expected that in 2010 the diesel engine market will remain at a growth
rate of ten percent (10%).
According to an analysis report
generated from http://www.cndata100.com, in 2009, 8,700,000 single-cylinder
diesel engines were manufactured in China, totaling 115,000,000kW; 2,100,000
multi-cylinder diesel engines were manufactured, totaling 135,000,000kW; both
are 10,800,000 sets, totaling 250,000,000kW, accounting for ninety percent (90%)
of total quantity of diesel engines and more than sixty percent (60%) of the
total power in China. Single and multi-cylinder diesel engines make up the
largest portion of China’s diesel engine industry and even combustion
engines.
Our energy-saving diesel engines are
mostly aimed at small agricultural machinery, construction machinery, small and
medium-sized ship and generator sets. However, we believe that under the
promotion of China’s policy for stimulating domestic demand and improving rural
labor force, the market demand for diesel engines will keep increasing with the
increase in the need of the abovementioned equipment.
Agricultural Machinery
According a report generated by
http://www.china-consulting.cn, the total demand for large and medium-sized
tractors continued to rise in 2009, accompanied by a drop in demand for small
four-wheel tractors and walking tractors. In 2009, the accumulated sales volume
of various harvesting machinery increased by 1.33% from the same period in the
previous year. The combustion engine market grew in coordination with
agricultural, livestock, processing, transporting and construction
machinery.
According a report generated by
http://www.china-consulting.cnm, in 2009, China’s major agricultural machinery
exporting enterprises cumulatively realized an export value (with the exception
of combustion engine) of 20.19% up from the same period in the previous
year.
Since 2008, the Chinese central
government has issued policies in favor of agriculture. This pushed forward the
development of the market. The government subsidy for agricultural machinery
stimulated market demand. Since China’s implementation of a subsidy policy for
purchasing agricultural machinery in 2004, the central financial subsidy was
increased by 190.48% every year on average, and exceeded RMB15 billion in 2010,
with the subsidy’s scope expanding from sixty-six main grain production counties
in sixteen provinces, regions and municipalities in 2004 to all agricultural
livestock counties (farms) in 2010. More farmers and herdsmen benefited from the
subsidy, and the types of subsidized implements increased to nine varieties
including thirty-three types. Moreover, local governments are permitted to
include on their own five other types of implements into the subsidy list. In
2010, most provinces further expanded the tractor subsidy to 25~30 horsepower
medium-power and walking tractors and some increased subsidies for corn
harvesters and transplanters. This promoted a rapid growth in the sales volume
of large and medium tractors, walking tractors, rice harvesters, corn harvesters
and transplanters in 2010.
In addition 2009 saw an increase in
farmers’ purchasing power. With an increase in farmers’ incomes and purchasing
power, a tide of renewing agricultural machinery emerged in many
districts.
10
Having analyzed the economic
environment and development of the agricultural machinery market in the world
and in China, we believe that the economic environment with respect to
agricultural machinery will be more favorable in the future.
We believe that the main drivers
promoting the growth of agricultural machinery market will include: (1)
subsidies to agricultural machinery which will promote a continuous growth in
the demand for large-power tractors; (2) the gradient replacement of small
tractors with large and medium-power tractors will be an important driving force
in the market; and (3) remote regions will be in rising demand.
Construction Machinery
The following is our analysis with
respect to several industrial investments that have played a major role in
promoting the construction machinery market development, from which we may see
the demand tendency of the construction machinery market in China.
Railway Construction
There was an investment of RMB200
billion into the Beijing-Shanghai High-speed Railway in 2008, the basic
construction of which was completed in July 2010. In addition, nine more
railways, including the Beijing-Shijiazhuang, Shijiazhuang-Wuhan and
Tianjin-Qinhuangdao railways, began construction, one after another starting in
2009, covering total miles of 4,100km. Tracks are now being
laid for special passenger transportation lines including Wuhan-Guangzhou,
Shijiazhuang-Taiyuan, Yichang-Wanzhou, Ningbo-Taizhou-Wenzhou, Wenzhou-Xiamen,
Qingdao-Jinan which travel at speeds of 300km/h and above. The tracking mileage
for these trains will reach 7,300km.
China’s total railway mileage has
increased from 78,000km in 2008 to over 90,000km in 2010. Special passenger
lines with speeds exceeding 200km/h are 7,000km long and total constructed
passenger lines have reached 9,700km.
Rural Road Construction
With respect to rural road
construction, during the “Eleventh Five-Year Plan”, the Ministry of Transport
will carry out a construction project worth RMB100 billion to rebuild more than
500,000km asphalt roads. The government will also invest RMB40 billion to
implement a project that will result in roads being built in all suitable towns
and villages. It is estimated that in the following five years, the mileage of
roads built in rural areas will reach 810,000km, including approximately
200,000km in eastern China, about 500,000km in central China and about 110,000km
in western China (excluding village to village roads).
According to the plan, in 2020, asphalt
roads will be built in all suitable towns and villages and the total mileage of
rural roads will reach 3,700,000km, with 600,000km road newly
added.
Water Conservation and
Hydroelectricity
We believe that by 2015, water
conservation and hydroelectricity will be still at a peak. The Middle and
Long-term Development Planning for Renewable Energy report prepared by the
National Development and Reform Commission, has planned for an increase in
China’s hydroelectricity installed capacity to 190,000,000 kW in 2010 and
300,000,000kW in 2020.
During the “Eleventh Five-Year Plan”,
RMB800 billion will be invested in water conservation and hydroelectricity
construction, in which construction equipment procurement will account for 30%
of total investment. Generally, the construction period of large-scale water
conservation is about 6~7 years, the long term plan makes it less affected by
macroscopic economic adjustments.
11
Civil and Urbanization
Construction
In order to resolve the traffic problem
which exists in developed cities, urban track construction (subway and light
track) is becoming a hot bed of civil construction. In 2009, Zhengzhou, Wuhan,
Guangzhou and Suzhou will initiate track construction projects.
In 2010, the World Exposition was held
in Shanghai where significant civil construction took place. For Expo Shanghai
2010, the total floor area of exhibition halls reached 800,000m2, and RMB10
billion was invested, plus RMB20 billion invested in site
development. The total investment in Expo Shanghai 2010 reached RMB30
billion.
Petrochemical Projects
According to China’s national planning,
China will construct thirty sets of ethane projects (1 million t/a) and thirty
sets of oil refining projects (10 million t/a) in the following ten years. In
addition, as a result of a shortage in oil, the central government is providing
support to the coal chemical industry. Currently, there are fewer than ten sets
of ethane production units each with 1 million t/a production capacity in China.
There will be two sets of production units constructed each year in the future.
Similarly, there are only about ten sets of oil refining units each with 10
million t/a production capacity in China, and in the following several years,
there will be two sets of production units constructed each year. We believe
that the construction machinery used in such construction projects is an ample
market for our products.
As a result of the national economy and
the foreign economic environment, the industry of construction machinery has
experienced rapid development. According to an estimate made by China
Construction Machinery Association based upon the production and sales
information in 2009, the sales revenue of construction machinery in 2010 will
have an increase of 30%, which export volume will exceed USD85-90
billion.
From the above data, the demand for
diesel engines installed in construction machinery has been increasing and will
likely continue to increase for the next three to five years.
Diesel Generator Market
In China, a series of factors,
including (1) the policy for stimulating domestic demand, (2) accelerating
development in Central and Northern China, (3) promoting urbanization, (4)
reconstruction after national disasters and (5) the upgrading of railways and
power grids will likely result in an increase in investment in China which in
turn will undoubtedly promote the development of the equipment industry.
According to the China Machinery Industry Association’s initial estimate in
2009, in China, the demand for diesel generators will increase by twenty percent
(20%) each year, and the annual market demand should be 2,000,000 sets. Demand
for power increases by twenty percent (20%) every year, but power supply
increases only by two percent (2%). As a result, diesel engines for power
generation and construction could be prevalent in the next 10
years.
As of the date of this Report, the
Company does not hold a significant or reportable share of China’s generator
manufacturing market.
From 2004 through 2005, diesel
generator sets have been out-of-stock in the Chinese market and still today,
there is a high demand for diesel generator sets. China’s annual demand for
diesel engines is approximately 500,000 sets. Our annual orders are for 80,000
sets, despite our present production capacity of 20,000 sets. Therefore, our
diesel engine production cannot meet market demand.
Employees
As of June 30, 2010, the Company had
535 full-time employees and 860 total employees.
12
Intellectual
Property
The Company holds the exclusive right
to use the electronic control fuel injection system with common rail technology
which was developed with Tianjing University. On December 29, 2003, the Company
entered into a Business Proposal on Co-development for the
Electronically-Controlled Fuel Injection System with Common Rail for Diesel
Engines with the State Key Laboratory for Internal Combustion Engine and
Combustion of Tianjin University. Such agreement was supplemented on December
12, 2009. Such agreement, in reliance on the Certificate for Patent of Utility
Model “New Model of Electronically-Controlled Fuel Injection System with Common
Rail” held by Tianjin University, has granted to the Company an exclusive right
to use the patent of the utility model for the life of the patent.
The Company holds the rights to a
character mark, which has been registered with the proper regulatory authority
in China.
The Company holds the rights to the
website address located at http://www.chinaxinde.cn/
Compliance
with Environmental Regulations and Other Laws
Environmental Regulations
The Industrial Development Policy for
Automobiles issued by the State-owned Assets Supervision and Administration
Commission in 2009 stated that attention should be focused on the development of
diesel engine technology for car in automobile industry with consideration of
the national strategy for adjustment of energy structure and the requirements
for emission standard. Apparently, this is a recognition and support for the
development direction of diesel oil-consumed cars. Also, in the Technical Policy
for Prevention and Treatment of Pollutant Emission by Diesel Engine Vehicle
issued by the Ministry of Environmental Protection in 2003, it stated that no
discriminative policy should be adopted with regard to the production and use of
diesel engines that have advanced technology and low pollutant emission. This
reflects the Chinese government’s encouragement for the development of reliable
diesel engine vehicles with low-energy consumption and low pollution and also
gives powerful support to diesel engine vehicles that use advanced technology
and meet emission standards. At the same time, the aforesaid Technical Policy
also stresses that in regarding the adverse effects of the emission of diesel
engine vehicles and the pollutants produced by its secondary reaction in air on
human health and ecological environment, the emission of new diesel engine
vehicles and vehicle diesel engines must meet the national or local emission
standards, or it may not be manufactured, sold, or used. Presently, China’s
emission standard for diesel engine vehicleS is only equivalent to the Euro I
Standard, which is behind the international level and must be enhanced
gradually.
We believe that China’s central
government will keep strengthening the requirements for control over the
pollutant emission of diesel engine vehicles to reduce environmental pollution.
The Technical Policy required the Euro III Standard to be reached in 2008 and
the international level after 2010. This shows China’s intent for emission laws
to meet the international standard. China’s emission control is ten years behind
other developed countries, so there is a big gap between China’s standard and
the standard. On the other hand, it will be a great task to improve the
technical levels, apply electronic control, develop outboard processing
technology and upgrade fuel quality. The Technical Policy clearly states that
China will adopt preferential tax and other economic policies to encourage the
production and use of diesel engine vehicles and diesel engines that can meet
the emission standard ahead of time. This means enterprises may be partly exempt
from tax on account of producing advanced diesel engine vehicles or diesel
engine.
The policy-based subsidy to purchase
agricultural machinery sharply increased from RMB70 million (US$50 million) in
2004 to RMB15 billion (US$2.1 billion) in 2010. Under the promotion of high
capital subsidy, China’s agricultural equipment industry plays a benign role in
the market of agricultural engine, thus pushing forward the whole development of
the diesel engine industry.
General Business Licenses
According to certain corporate laws of
the PRC, in order to be a lawfully established company in China, the relevant
corporate registration authority shall issue a business license, the date of
which shall be the date of the establishment of the company. The company
business license must state the name, domicile, registered capital, actually
paid capital, business scope and the name of the legal representative of such
company. If any of the items as stated in the business license is changed, the
company must modify the company’s registration, and the company registration
authority shall issue a new business license. We believe we have all business
licenses to operate our business and that all such business licenses are in good
order in accordance with the applicable PRC corporate laws.
13
Environmental Reports, Certifications
and Licenses
According to certain environmental laws
and regulations in China, the Department of Environmental Protection
Administration under the State Council shall, in accordance with the national
standards for environment quality and China’s economic and technological
conditions, establish the national standards for the discharge of pollutants.
The People’s Governments of Provinces, Autonomous Regions and Municipalities
directly under the Central Government may establish their local standards for
the discharge of pollutants for items not specified in the national standards.
With regard to items already specified in the national standards, they may set
local standards, which are more stringent than the national standards, and
report the local ones to the Department of Environmental Protection
Administration under the State Council for the record. Units that discharge
pollutants in areas where the local standards for the discharge of pollutants
have been established shall observe such local standards.
The Construction Project Environmental
Impact Report Form, which is the environment license applicable to the Company’s
common rail electronic control fuel injection system manufacturing program, was
approved as satisfying the national and local environmental standards by the
Economic and Technological Development Zone of Weifang City as of December
2007.
ITEM
2. PROPERTIES
All land in China is owned by the
State. Individuals and companies are permitted to acquire rights to use land or
land use rights for specific purposes. In the case of land used for industrial
purposes, the land use rights are granted for a period of fifty years. This
period may be renewed at the expiration of the initial and any subsequent terms.
Granted land use rights are transferable and may be used as security for
borrowings and other obligations.
The Company currently holds land use
rights with respect to three properties. Hengyuan holds that certain certificate
granting to the Company the right to utilize the real property located at
No. 363 Shengli West Road, Weicheng District, Weifang, China, which
encompasses 11,403 square meters, expiring March 28, 2052. Hengyuan holds
that certain certificate granting to the Company the right to utilize the real
property located at Wolong Qiao Village, Beiguan Sub-District, Weicheng
District, Shandong, China, which encompasses 5,443 square meters, expiring
March 28, 2052. Jinma holds that certain certificate granting to the
Company the right to utilize the real property located at Northern to Yuqing
West Street, Eastern to Caihong Road, Shandong, China, which encompasses 20,645
square meters, expiring July 24, 2056. The Administrative Committee of
Foreign Investment and Development Zone of Weifang has granted to Huaxin the
right to utilize a section of real property located west of Tengfei Road and
south of Industry No. 1 Street, Shandong, China, which encompasses 40,000
square meters and the land use right certificate applicable to such property is
currently being processed.
The Company owns six buildings. Of
these six buildings, five are recorded in the name of Hengyuan, such buildings
located at (a) the north section of Shengli Branch Road, Weicheng District,
Weifang, Shandong, China, having 931.97 square meters, (b) the north
section of Shengli Branch Road, Weicheng District, Weifang, Shandong, having
111.84 square meters, (c) No. 36 Building, No. 363 Shengli West
Road, Weicheng District, Weifang, Shandong, China, having 635.43 square meters,
(d) No. 363 Shengli West Road, Weicheng District, Weifang, Shandong,
China, having 1,398.65 square meters, and (e) No. 363 Shengli West
Road, Weicheng District, Weifang, Shandong, China, having 1,503.53 square
meters. The sixth building is recorded in the name of Jinma and is located at
No. 2 Yuqing West Street No. 7, Weicheng Economic Development Zone,
Weifang, Shandong, China, having 2,873.51 square meters. Also, applications for
ownership certificates with respect to eleven buildings are in
progress.
14
As of June 30, 2010, the legal title to
five of the Company’s motor vehicles and two office buildings were registered in
the names of management members of the Company. On October 27, 2009, legal
title to one of the motor vehicles was transferred to the Company. The Company
and such management members intend to complete transfers of the other motor
vehicle and office building titles to the Company during 2010. Also, as of June 30,
2010, two land use rights were registered in the names of two management members
of the Company. The Company and such management members intend to complete
transfers of such land use rights on behalf of the Company during
2010.
ITEM
3. LEGAL PROCEEDINGS.
In the normal course of business, we
are named as the defendant in lawsuits in which claims are asserted against us.
In our opinion, the liabilities, if any, which may ultimately result from such
lawsuits, are not expected to have a material adverse effect on our financial
position, results of operations or cash flows. As of the September 25, 2010,
there was no pending or outstanding material litigation with the
Company.
ITEM
4. (REMOVED AND RESERVED).
15
PART
II
ITEM 5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
|
Market
Information
Our common shares trade on the OTCBB
and the Pink Sheets under the symbol “WTFS.OB”. As of September 25, 2010, we had
60,000,000 common shares outstanding.
Set forth below is a table showing the
high and low closing bids for the periods indicated from which information is
available as provided to us from Pink Sheets, LLC:
High
|
Low
|
|||||||
Year
Ended June 30, 2010
|
||||||||
April
1, 2010 - June 30, 2010
|
$ | 4.15 | $ | 4.05 | ||||
January
4, 2010 - March 31, 2010
|
$ | 4.20 | $ | 3.50 | ||||
October
1, 2009 – December 31, 2009
|
$ | 3.25 | $ | 0.02 | ||||
July
1, 2009 – September 30, 2009
|
None
|
None
|
||||||
Year
Ended June 30, 2009
|
||||||||
May
1, 2009 – June 30, 2009
|
None
|
None
|
||||||
Dividends
Dividends, if any, will be contingent
upon our revenues and earnings, if any, capital requirements and financial
conditions. The payment of dividends, if any, will be within the discretion of
the Board. We presently intend to retain all earnings, if any, for use in our
business operations and accordingly, the Board does not anticipate declaring any
cash dividends for the foreseeable future.
For the years ended June 30, 2010 and
2009, the Company paid cash dividends of $92,072 and $3,990,235, respectively.
Dividends payable relating to dividends declared prior to July 1, 2009 were
$0.00 and $92,072 at June 30, 2010 and 2009, respectively.
Holders of Common
Equity
As of September 25, 2010, we have
issued 60,000,000 shares of our Common Stock to sixty-one holders of
record.
See also the “Security Ownership of
Certain Beneficial Owners and Management” below for a table setting forth
(a) each person known by us to be the beneficial owner of five percent (5%)
or more of our Common Stock and (b) all directors and officers individually
and all directors and officers as a group as of the date of this
Report.
Securities Authorized for Issuance
under Equity Compensation Plans
As of the date of this Report, we have
no compensation plans (including individual compensation arrangements) under
which the Company’s equity securities are authorized for issuance.
Recent
Sales of Unregistered Securities
During the fiscal year ended June 30,
2010, there were no issuances or sales of any of the Company’s unregistered
securities, with the exception of the shares of Common Stock issued pursuant to
the Exchange on December 28, 2009. We have never utilized an
underwriter for an offering of our securities.
DESCRIPTION OF
SECURITIES
As of the date of this Report, our
authorized capital stock currently consists of One Hundred Fifty Million
(150,000,000) shares of Common Stock, par value $0.001 per share, of which there
are 60,000,000 issued and outstanding and Ten Million (10,000,000) shares of
preferred stock, par value $0.001 per share, of which there are zero
(0) shares issued or outstanding. The following statements set forth the
material terms of our capital stock; however, reference is made to the more
detailed provisions of, and these statements are qualified in their entirety by
reference to, the Company’s Articles of Incorporation and Bylaws, copies of
which are referenced as Exhibits herein, and the provisions of Nevada General
Corporation Law. There are no provisions in the Company’s Articles of
Incorporation or Bylaws that would delay, defer or prevent a change in our
control.
16
Common Stock
As of the date of this Report, we had
60,000,000 shares of Common Stock outstanding. Except as otherwise required by
applicable law and subject to the preferential rights of the any outstanding
preferred stock, all voting rights are vested in and exercised by the holders of
Common Stock with each share of Common Stock being entitled to one vote. In the
event of liquidation, holders of Common Stock are entitled to share ratably in
the distribution of assets remaining after payment of liabilities, if any.
Holders of Common Stock have no cumulative voting rights. Holders of Common
Stock have no preemptive or other rights to subscribe for shares. Holders of
Common Stock are entitled to such dividends as may be declared by the Board out
of funds legally available therefor.
Blank Check Preferred
Stock
Our Board is empowered, without further
action by stockholders, to issue from time to time one or more series of
preferred stock, with such designations, rights, preferences and limitations as
the Board may determine by resolution. The rights, preferences and limitations
of separate series of preferred stock may differ with respect to such matters
among such series as may be determined by the Board, including, without
limitation, the rate of dividends, method and nature of payment of dividends,
terms of redemption, amounts payable on liquidation, sinking fund provisions (if
any), conversion rights (if any) and voting rights. Certain issuances of
preferred stock may have the effect of delaying or preventing a change in
control of our Company that some stockholders may believe is not in their
interest.
Penny Stock Rules
Our
common stock may be considered to be a “penny stock” if it does not qualify for
one of the exemptions from the definition of “penny stock” under Section 3a51-1
of the Exchange Act. Our Common Stock may be a “penny stock” if it
meets one or more of the following conditions (i) the stock trades at a price
less than $5.00 per share; (ii) it is NOT traded on a “recognized” national
exchange; (iii) it is NOT quoted on the Nasdaq Capital Market, or even if so,
has a price less than $5.00 per share; or (iv) is issued by a company that has
been in business less than three years with net tangible assets less than $5
million.
The
principal result or effect of being designated a “penny stock” is that
securities broker-dealers participating in sales of our common stock will be
subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9
promulgated under the Exchange Act. For example, Rule 15g-2 requires
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document at least two business days before
effecting any transaction in a penny stock for the investor’s
account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks
to approve the account of any investor for transactions in such stocks before
selling any penny stock to that investor. This procedure requires the
broker-dealer to (i) obtain from the investor information concerning his or her
financial situation, investment experience and investment objectives; (ii)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in
(ii) above; and (iv) receive a signed and dated copy of such statement from the
investor, confirming that it accurately reflects the investor’s financial
situation, investment experience and investment
objectives. Compliance with these requirements may make it more
difficult and time consuming for holders of our common stock to resell their
shares to third parties or to otherwise dispose of them in the market or
otherwise.
17
Warrants
There are no outstanding warrants to
purchase our securities.
Options
There are no options to purchase our
securities outstanding. We may in the future establish an incentive stock option
plan for our directors, employees and consultants.
Transfer Agent
Action Stock Transfer Corp., 7069 South
Highland Dr., Suite 300, Salt Lake City, Utah 84121, telephone
801.274.1088, fax 801.271.1099, currently serves as the transfer agent and
registrar for the Company.
ITEM
6. SELECTED FINANCIAL DATA
As a smaller reporting company, the
Company is not required to provide the information required by this
Item.
18
ITEM 7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
The following discussion should be read
in conjunction with the information contained in the consolidated financial
statements of the Company and the notes thereto appearing elsewhere herein.
Readers should carefully review the risk factors disclosed in this Report and
other documents filed by the Company with the SEC.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
This section should be read together
with the Summary of Significant Accounting Policies in the attached consolidated
financial statements included in this Report.
Economic
and Political Risks
The Company’s operations are conducted
in the PRC. Accordingly, the Company’s business, financial condition and results
of operations may be influenced by the political, economic and legal environment
in the PRC, and by the general state of the PRC economy.
The Company’s operations in the PRC are
subject to special considerations and significant risks not typically associated
with companies in North America and Western Europe. These include risks
associated with, among others, the political, economic and legal environment and
foreign currency exchange. The Company’s results may be adversely affected by
changes in the political and social conditions in the PRC, and by changes in
governmental policies with respect to laws and regulations, anti-inflationary
measures, currency conversion, remittances abroad, and rates and methods of
taxation, among other things.
Fair
Value of Financial Instruments
ASC 820-10 (formerly SFAS No. 157, Fair Value
Measurements) establishes a three-tier
fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy prioritizes the inputs into three levels based on the extent to
which inputs used in measuring fair value are observable in the
market.
These
tiers include:
•
Level 1—defined as observable inputs such as quoted prices in active
markets;
•
Level 2—defined as inputs other than quoted prices in active markets that
are either directly or indirectly observable; and
•
Level 3—defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own
assumptions.
The assets measured at fair value on a
recurring basis subject to the disclosure requirements of ASC 820-10 as of June
30, 2010 are as follows:
Fair Value Measurements at Reporting Date
Using
|
||||||||||||||||
Carrying
Value
as of
June
30, 2010
|
Quoted
Prices in
Active
Markets
for
Identical
Assets
(Level
1)
|
Significant
Other
Observable
Inputs
(Level
2)
|
Significant
Unobservable
Inputs
(Level
3)
|
|||||||||||||
Bank
acceptance notes
|
$ | 488,685 | $ | 488,685 | $ | - | $ | - |
The carrying amounts of financial
assets and liabilities, such as cash and cash equivalents, accounts receivable,
notes receivable, prepayments for goods, short-term bank loans, accounts
payable, customer deposits, short-term notes payable, due to employee, due to
related parties and other payables, approximate their fair values because of the
short maturity of these instruments. The fair value of the Company’s long-term
notes payable is estimated based on the current rates offered to the Company for
debt of similar terms and maturities. Under this method, the Company’s fair
value of long-term notes payable was not significantly different from the
carrying value at June 30, 2010.
19
Cash
and Cash Equivalents
For financial reporting purposes, the
Company considers highly liquid investments purchased with original maturity of
three months or less to be cash equivalents.
Inventories
Inventories are stated at the lower of
cost or net realizable value. The cost of raw materials is determined on the
basis of weighted average. The cost of finished goods is determined on the
weighted average basis and comprises direct materials, direct labor and an
appropriate proportion of overhead.
Net realizable value is based on
estimated selling prices less any further costs expected to be incurred for
completion and disposal.
Plant
and Equipment
Plant and equipment are carried at cost
less accumulated depreciation and amortization. Depreciation is provided over
their estimated useful lives, using the straight-line method. Leasehold
improvements are amortized over the life of the asset or the term of the lease,
whichever is shorter. Estimated useful lives are as
follows:
Buildings:
|
30
years
|
Machinery:
|
10
years
|
Motor
vehicles:
|
5
years
|
Office
equipment:
|
5
years
|
The cost and related accumulated
depreciation of assets sold or otherwise retired are eliminated from the
accounts and any gain or loss is included in the statement of income. The cost
of maintenance and repairs is charged to expense as incurred, whereas
significant renewals and betterments are capitalized.
Land
Use Rights
Under Chinese law land is owned by the
state or rural collective economic organizations. The state issues to the land
users the land use right certificate. Land use rights can be revoked and the
land users forced to vacate at any time when redevelopment of the land is in the
public interest. The public interest rationale is interpreted quite broadly and
the process of land appropriation may be less than transparent. The land
use right granted to the Company is being amortized using the straight-line
method over the lease term of fifty years.
20
Revenue
Recognition
Revenue represents the invoiced value
of goods sold, recognized upon the shipment of goods to customers. Revenue is
recognized when all of the following criteria are met:
-Persuasive
evidence of an arrangement exists,
-Delivery
has occurred or services have been rendered,
-The
seller's price to the buyer is fixed or determinable, and
-Collectability
is reasonably assured.
The majority of the Company’s revenue
results from sales contracts with distributors and revenue are recorded upon the
shipment of goods. Management conducts credit background checks for new
customers as a means to reduce the subjectivity of collectability.
The Company offers warranties on its
products for periods between six and twelve months after the sale. The Company
estimates the warranty reserves based on historical records and identical or
similar types on the market. Warranty expenses related to product sales are
charged to the consolidated statements of income and comprehensive income in the
period in which sales is recognized. During the years ended June 30, 2010
and 2009, warranty expense was $640,404 and $73,002, respectively, and is
included in selling and marketing expenses in the accompanying consolidated
statements of income and comprehensive income.
Retirement
Benefits
Retirement benefits in the form of
contributions under defined contribution retirement plans to the relevant
authorities are charged to expense as incurred. The retirement benefits expense
for the years ended June 30, 2010 and 2009 were $28,411 and $17,994,
respectively. All the retirement benefits expenses are included in general and
administrative expenses.
Income
Taxes
Deferred tax assets and liabilities are
recognized for the future tax consequence attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to be applied to taxable income in the years in
which those temporary differences are expected to reverse. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
the statement of income in the period that includes the enactment date. A
valuation allowance is provided for deferred tax assets if it is more likely
than not these items will either expire before the Company is able to realize
their benefits, or that future deductibility is uncertain. Also see Note 14
of the financial statements of the Company included with this
Report.
Foreign
Currency Translation
The accompanying consolidated financial
statements are presented in United States dollars. The functional currency of
the Company is the Renminbi (RMB). Capital accounts of the consolidated
financial statements are translated into United States dollars from RMB at their
historical exchange rates when the capital transactions occurred. Assets and
liabilities are translated at the exchange rates as of balance sheet date.
Income and expenditures are translated at the average exchange rate of the
quarter.
June 30,
2010
|
June 30,
2009
|
|||||||
Year end RMB : US$ exchange
rate
|
6.8086 | 6.8448 | ||||||
Year average RMB : US$ exchange
rate
|
6.8267 | 6.8583 |
The RMB is not freely convertible into
foreign currency and all foreign exchange transactions must take place through
authorized institutions. No representation is made that the RMB amounts could
have been, or could be, converted into US$ at the rates used in
translation.
21
Segment
The Company operates in one business
segment, the design, development, manufacture and commercialization of fuel
injection pumps, injectors, multi-cylinder diesel engines and small generator
units mainly in the PRC. The sales of the Company outside of the PRC were
insignificant for the years ended June 30, 2010 and 2009.
Recent
Accounting Pronouncements
Effective January 1, 2009, the FASB
issued ASC 810-10 (formerly SFAS No. 160), Noncontrolling Interests in
Consolidated Financial Statements. This statement establishes accounting and
reporting standards that require the ownership interests in subsidiaries’
non-parent owners be clearly presented in the equity section of the balance
sheet; requires the amount of consolidated net income attributable to the parent
and to the noncontrolling interest be clearly identified and presented on the
face of the consolidated statement of income; requires that changes
in a parent’s ownership interest while the parent retains its controlling
financial interest in its subsidiary be accounted for consistently; requires
that when a subsidiary is deconsolidated, any retained noncontrolling equity
investment in the former subsidiary be initially measured at fair value and the
gain or loss on the deconsolidation of the subsidiary be measured using the fair
value of any noncontrolling equity; requires that entities provide disclosures
that clearly identify the interests of the parent and the interests of the
noncontrolling owners. This statement is effective as of the beginning of an
entity’s first fiscal year that begins after December 15, 2008. The Company has
determined that ASC 810-10 does not materially affect, or is reasonably likely
to materially affect its financial statements.
Effective January 1, 2009, the FASB
issued ASC 815-10 (formerly SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133),
which amends SFAS No.133 and expands disclosures to include information about
the fair value of derivatives, related credit risks and a company's strategies
and objectives for using derivatives. ASC 815-10 is effective for fiscal periods
beginning on or after November 15, 2008. The Company has determined that ASC
815-10 does not materially affect, or is reasonably likely to materially affect
its financial statements.
Effective January 1, 2009, the Company
adopted ASC 815-40 (formerly Emerging Issues Task Force (“EITF”) Issue No.
07-05), Determining Whether an Instrument (or Embedded Feature) is indexed to an
Entity’s Own Stock. ASC 815-40 addresses the determination of whether an
instrument (or an embedded feature) is indexed to an entity's own stock, which
is the first part of the scope exception in paragraph 11(a) of FASB SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”).
If an instrument (or an embedded feature) that has the characteristics of a
derivative instrument under paragraphs 6–9 of SFAS 133 is indexed to an entity's
own stock, it is still necessary to evaluate whether it is classified in
stockholders' equity (or would be classified in stockholders' equity if it were
a freestanding instrument). Other applicable authoritative accounting
literature, including Issues ASC 815-40 (formerly EITF 00-19), Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company’s Own Stock, and ASC 815-40 (formerly EITF 05-2), The Meaning of
“Conventional Debt Instrument” in Issue No. 00-19, provides guidance for
determining whether an instrument (or an embedded feature) is classified in
stockholders' equity (or would be classified in stockholders' equity if it were
a freestanding instrument). The adoption of ASC 815-40 did not have a
material effect on the consolidated financial statement as of June 30,
2010.
On April 1, 2009, the FASB approved ASC
805-20 (formerly FSP FAS 141(R)-1), Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies,
which amends Statement 141(R) and eliminates the distinction between contractual
and non-contractual contingencies. Under ASC 805-20, an acquirer is required to
recognize at fair value an asset acquired or liability assumed in a business
combination that arises from a contingency if the acquisition-date fair value of
that asset or liability can be determined during the measurement period. If the
acquisition-date fair value cannot be determined, the acquirer applies the
recognition criteria in ASC 450-10 (formerly SFAS No. 5, Accounting for
Contingencies and Interpretation 14, “Reasonable Estimation of the Amount of a
Loss – and interpretation of FASB Statement No. 5,”) to determine whether the
contingency should be recognized as of the acquisition date or after it. The
Company is currently evaluating the potential impact of adopting this
statement.
ASC 320-10 (formerly FSP FAS 115-2 and
FAS 124-2) amend the other-than-temporary impairment guidance in U.S. GAAP for
debt securities to make the guidance more operational and to improve the
presentation and disclosure of other-than-temporary impairments on debt and
equity securities in the financial statements. It did not amend existing
recognition and measurement guidance related to other-than-temporary impairments
of equity securities. The Company is required to adopt this ASC for interim and
annual reporting periods ending after June 15, 2009. This ASC does not require
disclosures for periods presented for comparative purposes at initial adoption.
This ASC requires comparative disclosures only for periods ending after initial
adoption. The Company is currently evaluating the potential impact of adopting
this statement.
22
On April 9, 2009, the FASB also
approved ASC 825-10 (formerly FSP FAS 107-1 and APB 28-1), Interim Disclosures
about Fair Value of Financial Instruments to require disclosures about fair
value of financial instruments in interim period financial statements of
publicly traded companies and in summarized financial information required by
ASC 825-10, Interim Financial Reporting. The Company is required to adopt this
ASC for interim and annual reporting periods ending after June 15, 2009. This
ASC does not require disclosures for periods presented for comparative purposes
at initial adoption. This ASC requires comparative disclosures only for periods
ending after initial adoption. The Company is currently evaluating the potential
impact of adopting this statement.
In January 2010, the FASB issued
guidance to amend the disclosure requirements related to recurring and
nonrecurring fair value measurements. The guidance requires disclosure of
transfers of assets and liabilities between Level 1 and Level 2 of the fair
value measurement hierarchy, including the reasons and the timing of the
transfers and information on purchases, sales, issuance, and settlements on a
gross basis in the reconciliation of the assets and liabilities measured under
Level 3 of the fair value measurement hierarchy. This guidance is effective for
the Company beginning March 1, 2010. The Company does not expect the adoption
will have an impact on its consolidated financial position or results of
operations.
In April 2009, the FASB updated
guidance related to fair-value measurements to clarify the guidance related to
measuring fair-value in inactive markets, to modify the recognition and
measurement of other-than-temporary impairments of debt securities, and to
require public companies to disclose the fair values of financial instruments in
interim periods. This updated guidance became effective for the Company
beginning June 1, 2009. The adoption of this guidance did not have an impact on
the Company’s consolidated financial position or results of operations. See Note
4 (b) - Fair Value Measurements for the disclosure required under the updated
guidance.
23
RESULTS
OF OPERATIONS – YEAR ENDED JUNE 30, 2010 AS COMPARED TO YEAR ENDED JUNE 30,
2009
The following table sets forth the
amounts and the percentage relationship to revenues of certain items in our
consolidated statements of income for the years ended June 30, 2010 and
2009:
For
the Years Ended June 30,
|
||||||||||||||||||||||||
2010
|
2009
|
Comparisons
|
||||||||||||||||||||||
Amount
|
% of
Revenues
|
Amount
|
% of
Revenues
|
Change in
Amount
|
Change in
%
|
|||||||||||||||||||
$
|
$
|
$
|
||||||||||||||||||||||
REVENUES,
NET
|
123,305,388 | 100 | % | 78,834,535 | 100 | % | 44,470,853 | 56 | % | |||||||||||||||
COST
OF GOODS SOLD
|
(108,438,204 | ) | 88 | % | (68,142,558 | ) | 86 | % | 40,295,646 | 59 | % | |||||||||||||
GROSS
PROFIT
|
14,867,184 | 12 | % | 10,691,977 | 14 | % | 4,175,207 | 39 | % | |||||||||||||||
Selling
and marketing
|
(2,813,270 | ) | 2 | % | (1,813,235 | ) | 2 | % | (1,000,035 | ) | 55 | % | ||||||||||||
General
and administrative
|
(2,303,965 | ) | 2 | % | (769,673 | ) | 1 | % | (1,534,292 | ) | 199 | % | ||||||||||||
INCOME
FROM OPERATIONS
|
9,749,949 | 8 | % | 8,109,069 | 10 | % | 1,640,880 | 20 | % | |||||||||||||||
Interest
expense, net
|
(345,172 | ) | 0.3 | % | (352,063 | ) | 0.4 | % | 6,891 | (2 | )% | |||||||||||||
Other
(expense) income, net
|
(15,020 | ) | - | 28,774 | - | (43,794 | ) | (152 | )% | |||||||||||||||
Refundable
value added tax
|
12,085,158 | 10 | % | - | - | 12,085,158 | 100 | % | ||||||||||||||||
INCOME
FROM OPERATIONS BEFORE INCOME TAXES
|
21,474,915 | 17 | % | 7,785,780 | 10 | % | 13,689,135 | 176 | % | |||||||||||||||
INCOME
TAXES
|
1,560,419 | 1 | % | 1,946,938 | 2 | % | (386,519 | ) | (20 | )% | ||||||||||||||
NET
INCOME
|
19,914,496 | 16 | % | 5,838,842 | 7 | % | 14,075,654 | 241 | % | |||||||||||||||
OTHER
COMPREHENSIVE INCOME
|
||||||||||||||||||||||||
Foreign
currency translation gain
|
226,719 | - | 130,167 | - | 96,552 | 74 | % | |||||||||||||||||
OTHER
COMPREHENSIVE INCOME
|
226,719 | - | 130,167 | - | 96,552 | 74 | % | |||||||||||||||||
COMPREHENSIVE
INCOME
|
20,141,215 | 16 | % | 5,969,009 | 8 | % | 14,172,206 | 237 | % |
Year
Ended June 30, 2010 Compared to Year Ended June 30, 2009
Revenues
Our revenues are derived from design,
development, manufacture, and commercialization of fuel injection pumps,
injectors, multi-cylinder diesel engines and small generator units for The
People’s Republic of China and overseas markets. The table below sets forth a
breakdown of our revenues by product for the years indicated:
24
For the Years Ended June
30,
|
||||||||||||||||||||||||
2010
|
2009
|
Comparisons
|
||||||||||||||||||||||
Amount
|
% of
Revenues
|
Amount
|
% of
Revenues
|
Change in
Amount
|
Change in %
|
|||||||||||||||||||
$
|
$
|
$
|
||||||||||||||||||||||
Revenues:
|
||||||||||||||||||||||||
Electricity
pump
|
7,576,060 | 6 | % | 4,587,654 | 6 | % | 2,988,406 | 65 | % | |||||||||||||||
Multi-cylinder
|
26,310,440 | 21 | % | 18,940,358 | 24 | % | 7,370,082 | 39 | % | |||||||||||||||
Single-cylinder
pump
|
1,867,004 | 1.5 | % | 2,935,976 | 3.7 | % | (1,068,972 | ) | (36 | )% | ||||||||||||||
Fuel
muzzle
|
5,603,823 | 4.5 | % | 7,023,668 | 8.9 | % | (1,419,845 | ) | (20 | )% | ||||||||||||||
Parts
|
626,265 | 1 | % | 516,687 | 1 | % | 109,578 | 21 | % | |||||||||||||||
Diesel
engine
|
44,160,042 | 36 | % | 39,921,462 | 51 | % | 4,238,580 | 11 | % | |||||||||||||||
Generator
Sets
|
33,205,321 | 27 | % | 2,164,770 | 3 | % | 31,040,551 | 1,434 | % | |||||||||||||||
Accessory
|
3,983,636 | 3 | % | 2,756,002 | 2.4 | % | 1,227,634 | 45 | % | |||||||||||||||
Less:
sales tax
|
(27,203 | ) | - | (12,042 | ) | - | (15,161 | ) | - | |||||||||||||||
Total
|
123,305,388 | 100 | % | 78,834,535 | 100 | % | 44,470,853 | 56 | % |
Our revenues from product sales have
increased significantly in the year ended June 30, 2010, driven primarily by the
growth of the domestic economy which led to a dramatic increase in market
demand, successful marketing efforts, retention of existing customers, addition
of large customers and the Company’s optimization of its manufacturing capacity.
The adoption of Chinese emission III standards also increased market demand with
respect to environmental friendly products as compared to traditional diesel
engines.
Our revenues increased by 56%, to
$123,305,388 for the year ended June 30, 2010 from $78,834,535 for the year
ended June 30, 2009. This increase was primarily attributable to an increase in
generator sets sales, which increased by 1,434% and accounted for 27% of the
Company’s total revenue in 2010. The main reason for the increase was mainly due
to an increase in sales to the Company’s major customers, who subsequently
resold to the Association of Southeast Asian Nations. Also, the electricity pump
is a new product type for the Company that has met the Euro III Standard.
Revenues from the electricity pump increased 65%, to $7,576,060 for the year
ended June 30, 2010 from $4,587,654 for the year ended June 30, 2009. We believe
our revenues will continue to grow as we seek to expand our sales network and
explore further in the market.
Cost
of Revenues
The principal components of our cost of
goods sold are the cost of product sales, which is mainly effected by the cost
of direct material and salaries. Our cost of goods sold has increased
significantly in the two-year period ended June 30, 2010, in line with the
substantial growth of our revenues in 2010. The following table sets
forth a breakdown of our cost of goods sold by product for the year
indicated:
For the Years Ended June
30,
|
||||||||||||||||||||||||
2010
|
2009
|
Comparisons
|
||||||||||||||||||||||
Amount
|
% of
Revenues
|
Amount
|
% of
Revenues
|
Change in
Amount
|
Change in %
|
|||||||||||||||||||
$
|
$
|
$
|
||||||||||||||||||||||
Costs
of Good Sold:
|
||||||||||||||||||||||||
Electricity
pump
|
5,744,147 | 5 | % | 2,315,578 | 3 | % | 3,428,569 | 148 | % | |||||||||||||||
Multi-cylinder
|
19,960,447 | 16 | % | 13,967,182 | 17 | % | 5,993,265 | 43 | % | |||||||||||||||
Single-cylinder
pump
|
1,822,754 | 2 | % | 2,781,515 | 4 | % | (958,761 | ) | (34 | )% | ||||||||||||||
Fuel
muzzle
|
5,285,468 | 5 | % | 5,388,142 | 6 | % | (102,674 | ) | (2 | )% | ||||||||||||||
Parts
|
591,004 | - | 447,602 | 1 | % | 143,402 | 32 | % | ||||||||||||||||
Diesel
engine
|
41,167,595 | 33 | % | 38,481,876 | 49 | % | 2,685,719 | 7 | % | |||||||||||||||
Generator
Sets
|
29,923,875 | 24 | % | 2,078,460 | 3 | % | 27,845,415 | 1,340 | % | |||||||||||||||
Accessory
|
3,942,914 | 3 | % | 2,682,203 | 3 | % | 1,260,711 | 47 | % | |||||||||||||||
Total
|
108,438,204 | 88 | % | 68,142,558 | 86 | % | 40,295,646 | 59 | % |
25
Our cost of goods sold increased by
59%, or $40,295,646, to $108,438,204 for the year ended June 30, 2010 from
$68,142,558 for the year ended June 30, 2009. The increase was primarily due to
our increased purchases of direct materials and direct labor costs. This
increase was also in line with the increase of our revenues during the same
period and consistent with the continuous expansion of our
business. The cost for generator sets attributable to our total cost
of goods sold increased by 1,340%, or $27,845,414, to $29,923,875 for the year
ended June 30, 2010 from $2,078,460 for the year ended June 30, 2009. We believe
our cost of goods sold will continue to increase as we expand our production
lines.
Gross
Profit and Gross Margin
Gross profit is equal to revenues less
cost of goods sold. Gross margin is equal to gross profit divided by revenues.
The table below sets forth a breakdown of our gross profit and gross margin by
revenue source for the years indicated:
For the Years Ended June
30,
|
||||||||||||||||||||||||
2010
|
2009
|
|||||||||||||||||||||||
Amount
|
% of
Revenues
|
Amount
|
% of
Revenues
|
Change
in
Amount
|
Change
in %
|
|||||||||||||||||||
$
|
$
|
$
|
||||||||||||||||||||||
Gross
Profit and Gross Margin:
|
||||||||||||||||||||||||
Electricity
pump
|
1,831,913 | 1 | % | 2,272,076 | 3 | % | (440,163 | ) | (19 | )% | ||||||||||||||
Multi-cylinder
|
6,349,993 | 5 | % | 4,973,177 | 6 | % | 1,376,816 | 28 | % | |||||||||||||||
Single-cylinder
pump
|
44,250 | - | 154,460 | - | (110,210 | ) | (71 | )% | ||||||||||||||||
Fuel
muzzle
|
318,355 | - | 1,635,526 | 2 | % | (1,317,171 | ) | (81 | )% | |||||||||||||||
Parts
|
35,261 | - | 69,085 | - | (33,824 | ) | (49 | )% | ||||||||||||||||
Diesel
engine
|
2,992,447 | 2 | % | 1,439,586 | 3 | % | 1,552,861 | 108 | % | |||||||||||||||
Generator
sets
|
3,281,446 | 4 | % | 86,310 | - | 3,195,136 | 3,702 | % | ||||||||||||||||
Accessory
|
40,722 | - | 73,799 | - | (33,077 | ) | (45 | )% | ||||||||||||||||
Less:
sales tax
|
(27,203 | ) | - | (12,042 | ) | - | (15,161 | ) | 126 | % | ||||||||||||||
Total
|
14,867,184 | 12 | % | 10,691,977 | 14 | % | 4,175,207 | 39 | % |
Our gross profit increased by 39%, or
$4,175,207, to $14,867,184 for the year ended June 30, 2010 from $10,691,977 for
the year ended June 30, 2009. The increase is primarily due to the
revenue increase generated by our product sales, especially from the sales of
generator sets. The gross profit derived from generator sets increased by
3,702%, or $3,195,136, to $3,281,446 for the year ended June 30, 2010 from
$86,310 for the year ended June 30, 2009.
The electricity pump, multi-cylinder,
fuel muzzle, diesel engine and generator sets typically enjoy higher gross
margins relative to other products. The gross margin for the year ended June 30,
2010 decreased by 2% from the year ended June 30, 2009. This was mainly due to
the first three gross profit margin contributors out of five listed above
decreasing because of the higher price of raw materials, although the gross
profit margin of generator sets made a significant increase in 2010. The total
cost of goods sold accounted for 88% in 2010, which was slightly higher than in
2009 by 2%. We believe our overall average gross margin will continue to grow as
we further expand our higher margin products and services.
26
Selling
and marketing Expenses
Our selling and marketing expenses
primarily include sales commission, after-sales service, payroll, trip and
travelling, freight fees, etc. The table below sets forth
a breakdown of our selling and marketing expenses for the years
indicated:
For the Years Ended June
30,
|
||||||||||||||||||||||||
2010
|
2009
|
|||||||||||||||||||||||
Amount
|
% of
Total
|
Amount
|
% of
Total
|
Change
in
Amount
|
Change in %
|
|||||||||||||||||||
$
|
$
|
$
|
||||||||||||||||||||||
Sales
commission
|
1,476,971 | 52 | % | 1,136,905 | 63 | % | 340,066 | 30 | % | |||||||||||||||
After-sales
service
|
640,404 | 23 | % | 73,001 | 4 | % | 567,403 | 777 | % | |||||||||||||||
Payroll
|
272,473 | 10 | % | 179,121 | 10 | % | 93,352 | 52 | % | |||||||||||||||
Trip
and travelling
|
160,429 | 6 | % | 210,243 | 11 | % | (49,814 | ) | (24 | )% | ||||||||||||||
Freight
fee
|
159,597 | 6 | % | 126,041 | 7 | % | 33,556 | 27 | % | |||||||||||||||
Others
|
103,396 | 3 | % | 87,924 | 5 | % | 15,472 | 18 | % | |||||||||||||||
Total
|
2,813,270 | 100 | % | 1,813,235 | 100 | % | 1,000,035 | 55 | % |
Our selling and marketing expenses
remained stable as 2% of our revenues in the two-year period ended June 30,
2010. Selling and marketing expenses increased by 55%, or $1,000,035,
to $2,813,270 for the year ended June 30, 2010 from $1,813,235 for the year
ended June 30, 2009. This increase was primarily due to (i) an increase in
freight as a result of our improved sales performance, (ii) an increase in sales
commissions to distributors for their outstanding performances resulting in our
increase in revenues, (iii) a significantly increase in the after sales services
and (iv) an increase in the payroll for newly hired employees as a result of the
expansion of our business.
We believe such expenses will continue
to increase as we expand our sales network and build our operations in
additional regional markets in China, and we expect such expenses will remain
stable as a percentage of revenues in the near future.
General
and Administrative Expenses
Our general and administrative expenses
consist primarily of bad debt provisions, bonuses, financial consulting fee,
payroll, legal consulting fee, entertainment fees, office general expenses,
labor insurance fees, business travel fees, deprecation, transportation fees,
land usage taxes, welfare fees, land use rights amortization, etc. The table below sets forth
a breakdown of our general and administrative expenses for the years
indicated:
For the Years Ended June
30,
|
||||||||||||||||||||||||
2010
|
2009
|
|||||||||||||||||||||||
Amount
|
% of
Total
|
Amount
|
% of
Total
|
Change
in
Amount
|
Change in %
|
|||||||||||||||||||
$
|
$
|
$
|
||||||||||||||||||||||
Bad
Debt Provision
|
633,468 | 27 | % | 88,010 | 11 | % | 545,458 | 620 | % | |||||||||||||||
Bonus
|
461,425 | 20 | % | - | - | 461,425 | - | |||||||||||||||||
Financial
consulting fee
|
256,043 | 11 | % | - | - | 256,043 | - | |||||||||||||||||
Payroll
|
220,900 | 9 | % | 206,342 | 27 | % | 14,558 | 7 | % | |||||||||||||||
Legal
consulting fee
|
157,201 | 7 | % | - | - | 157,201 | - | |||||||||||||||||
Entertainment
fee
|
64,369 | 3 | % | 51,959 | 7 | % | 12,410 | 24 | % | |||||||||||||||
Office
expense
|
63,937 | 3 | % | 53,648 | 7 | % | 10,289 | 19 | % | |||||||||||||||
Labor
insurance fee
|
60,972 | 3 | % | 41,262 | 5 | % | 19,710 | 48 | % | |||||||||||||||
Trip
and traveling
|
49,226 | 2 | % | 41,856 | 5 | % | 7,370 | 18 | % | |||||||||||||||
Depreciation
|
47,071 | 2 | % | 22,851 | 3 | % | 24,220 | 106 | % | |||||||||||||||
Transportation
fee
|
85,337 | 4 | % | 101,423 | 14 | % | (16,086 | ) | (16 | )% | ||||||||||||||
Land
usage tax
|
39,282 | 2 | % | 39,101 | 5 | % | 181 | - | ||||||||||||||||
Welfare
fee
|
28,411 | 1 | % | 17,994 | 2 | % | 10,417 | 58 | % | |||||||||||||||
Land
use rights amortization
|
22,587 | 1 | % | 22,483 | 3 | % | 104 | - | ||||||||||||||||
Others
|
113,736 | 5 | % | 82,744 | 11 | % | 30,992 | 37 | % | |||||||||||||||
Total
|
2,303,965 | 100 | % | 769,673 | 100 | % | 1,534,292 | 199 | % |
27
Our general and administrative expenses
increased by 199%, or $1,534,292, to $2,303,965 for the year ended June 30, 2010
from $769,673 for the year ended June 30, 2009, which was primarily the result
of our expanding operations, hiring of additional staff to support our growth
and retention of legal and accounting services in connection with the listing of
our stock on the OTCBB pursuant to the Exchange. Our general and administrative
expense was approximately 2% of revenues, which increased in the year ended June
30, 2010. Bad debt provision, bonuses for the senior and high level management,
financial consulting fees and legal fees were four major contributors for the
increase in general and administrative expenses of the Company in
2010.
We believe such expenses will continue
to increase as our business expands. We will also incur additional costs to meet
the requirements of being a public company in the U.S., such as hiring
additional staff with experience in U.S. GAAP and SEC reporting requirements and
developing internal audit, disclosure control and compliance
functions.
Income
from Operations
As a result of the foregoing, our
income from operations increased by 20%, or $1,640,880, to $9,749,949 for the
year ended June 30, 2010 from $8,109,069 for the year ended June 30,
2009.
Interest
Expense, Net
Our financing costs include primarily
interests paid on short-term loans and miscellaneous bank
charges. The table below sets forth
a breakdown of our interest expenses for the periods
indicated:
For the Years Ended June 30,
|
||||||||||||||||||||||||
2010
|
2009
|
|||||||||||||||||||||||
Amount
|
% of
Total
|
Amount
|
% of
Total
|
Change in
Amount
|
Change in %
|
|||||||||||||||||||
$
|
$
|
$
|
||||||||||||||||||||||
Interest
expense
|
334,599 | 97 | % | 343,223 | 97 | % | (8,624 | ) | (3 | )% | ||||||||||||||
Bank
charges
|
10,930 | 3 | % | 7,202 | 2 | % | 3,728 | 52 | % | |||||||||||||||
Exchange
gain or loss
|
(357 | ) | - | 1,638 | 1 | % | (1,995 | ) | (122 | )% | ||||||||||||||
Total
|
345,172 | 100 | % | 352,063 | 100 | % | (6,891 | ) | (2 | )% |
For the two years ended June 30, 2010
and 2009, interest expense, net amounted to $345,172 and $352,063 and
represented 0.3% and 0.4% of our revenues, respectively. The short-term bank
loans have slightly increased by 4% to $2,878,712 from the year end June 30,
2009. The increase in financing costs was insignificant as a result of many of
the bank loans obtained in June 30 2010. The decrease was primarily attributable
to an interest rate decline on bank loans.
Other
Income, Net
Other income primarily includes rental
income as well as penalty payments tendered by the Company’s customers due to
contract breaches. Other expenses primarily includes subsidies for retiring
employees, penalties and losses on settlement of account receivable and account
payable for fixed assets and inventories.
Other expense was $15,020 for the year
ended June 30, 2010 compared to other income of $28,774 for the year ended June
30, 2009. This was primarily due to a loss of $15,112 on the settlement of
accounts receivable and accounts payable for fixed assets.
28
Refundable
Value Added Tax
To honor the Company’s continuous
contribution to the local economy and its achievement of going public in the
U.S., the local tax bureau exempted the Company’s output VAT payable of
$12,085,158, which was recorded as subsidy income in the accompanying
consolidated statements of income and comprehensive income for the year ended
June 30, 2010.
Income
Tax Expense
Our income tax expense decreased by
20%, or $386,519, to $1,560,419 for the year ended June 30, 2010 from $1,946,938
for the year ended June 30, 2009. On March 16, 2007, the National People’s
Congress of China approved the Corporate Income Tax Law of the PRC (the “new CIT law”), which
went into effect on January 1, 2008. In accordance with such laws, the
applicable corporate income tax rate for the Company’s subsidiary Hengyuan is
25%. In 2010 and 2009, the Company’s subsidiaries Jinma and Huaxin were defined
by the local tax bureau as tax payers subject to the “Verification Collection”
method pursuant to which the amount of applicable income tax would be determined
by the local tax bureau instead of applying the new CIT law’s rate of 25%.
Subject to such Verification Collection method, Jinma and Huaxin’s tax rates
were less than 25% and, as a result, the consolidated effective tax rate for the
Company in 2010 was 7.3%. In 2009, Jinma and Huaxin sustained losses; as such
the effect of the favorable tax rate was less significant than its effect in
2010.
Net
Income
Primarily as a result of the foregoing,
our net income increased by 241%, or $14,075,654, to $19,914,496 for the year
ended June 30, 2010 from $5,838,842 for the year ended June 30,
2009.
Net margin is a profitability ratio
which is calculated by net income divided revenue. Our net margin increased to
16% in 2010 from 7% in 2009, which was mainly attributable to the business
expansion and good performance of sales revenue.
Liquidity
and Capital Resources
We generally finance our operations
through our operating profit and borrowings from banks. During the reporting
periods, we arranged a number of bank loans to satisfy our financing needs. As
of the date of this Report, we have not experienced any difficulty in raising
funds through bank loans, and we have not experienced any liquidity problems in
settling our payables in the normal course of business and repaying our bank
loans when they are due. We believe that the Company has adequate funds and
capital with respect to conducting its business over the next twelve
months.
The following table sets forth a
summary of our cash flows for the periods indicated:
Year ended June 30,
|
||||||||
2010
|
2009
|
|||||||
$
|
$
|
|||||||
Net
cash provided by (used in) operating activities
|
3,501,436 | (8,671,395 | ) | |||||
Net
cash (used in) provided by investing activities
|
(708,320 | ) | 12,487,397 | |||||
Net
cash provided by (used in) financing activities
|
447,723 | (3,967,701 | ) | |||||
Net
increase (decrease) in cash and cash equivalents
|
3,240,839 | (151,699 | ) | |||||
Effect
of exchange rate changes on cash
|
30,945 | 114,840 | ||||||
Cash
and cash equivalents at beginning of year
|
127,576 | 164,435 | ||||||
Cash
and cash equivalents at end of year
|
3,399,360 | 127,576 |
29
We believe that the level of financial
resources is a significant factor for our future development and accordingly, we
may determine from time to time to raise capital through private debt or equity
financing to strengthen the Company’s financial position, to expand our
facilities and to provide us with additional flexibility to take advantage of
business opportunities. No assurances can be given that we will be successful in
raising such additional capital on terms acceptable to us.
Liquidity
Operating
Activities
Net cash provided by / used in
operating activities primarily consists of net income, as adjusted for bad debt
expense, depreciation and amortization, deferred income taxes, gain or loss on
disposal of property, and changes in operating assets and liabilities
such as accounts receivable, prepayments, deposits and other receivables, due
from employees and related parties, inventories, account payable, notes payable,
advances from customers, other payables and accrued liabilities and income taxes
payable.
Net cash provided by operating
activities was $3,501,436 for the year ended June 30, 2010, which is primarily
attributable to our net income of $19,914,496, adjusted by an increase in
doubtful accounts of $633,468, an increase in inventories of $2,266,816, an
increased in value added tax payable of $6,842,229 and an increase in taxes
payable of $1,565,318, offset by a decrease in accounts receivable of
$23,432,456 and a decrease in prepayments for goods of $3,447,737.
Net cash used in operating activities
was $8,671,395 for the year ended June 30, 2009, which is primarily attributable
to our net income of $5,838,842, adjusted by an increase in inventories of
$1,705,478 and an increase in taxes payable of $1,931,228, offset by a decrease
in accounts receivable of $12,945,561, a decrease in accounts payable of
$4,852,316 and a decrease in customer deposits of $3,056,855.
Investing
Activities
Net cash used in investing activities
primarily consists of purchases of plant and equipment, purchases of
construction in progress, proceeds from disposal of fixed assets, proceeds from
disposition of discontinued operation, reverse merger and notes
receivable.
Net cash used in investing activities
was $708,320 for the year ended June 30, 2010, which is primarily attributable
to an increase in notes receivable of $136,711, offset by decrease in purchases
of plant and equipment of $162,358 and decrease in purchases of construction in
progress of $684,782.
Net cash provided by investing
activities was $12,487,397 for the year ended June 30, 2009, which is primarily
attributable to an increase in notes receivable of $12,939,393 and an increase
in proceeds from disposal of fixed assets of $57,768, offset by a decrease in
purchases of plant and equipment of $154,332 and a decrease in purchases of
construction in progress of $355,432.
Financing
Activities
Net cash provided by / used in
financing activities primarily consists of proceeds from short-term loans,
repayments of short-term loans, repayments of notes payable, proceeds from notes
payable, repayment of long-term debt and a dividend paid.
Net cash provided by financing
activities was $447,723 for the year ended June 30, 2010, which is primarily
attributable to an increase in proceeds from short-term loans of $4,042,961 and
an increase in proceeds from notes payable of $2,760,094, offset by decrease in
repayments of short-term loans of $3,937,492 and decrease in repayments of notes
payable of $2,188,697.
Net cash used in financing activities
was $3,967,701 for the year ended June 30, 2009, which is primarily attributable
to an increase in proceeds from short-term loans of $2,864,965 and an increase
in proceeds from notes payable of $917,152, offset by a decrease in repayments
of short-term loans of $3,020,007, a decrease in repayments of long-term debt of
$739,576 and a decrease in dividend paid of $3,990,235.
30
Working
Capital
Working capital is current liabilities
deducted from current assets. The working capital of the Company was $50,735,680
for the year ended June 30, 2010, which is primarily attributable to an increase
in cash and cash equivalents of $3,399,360, an increase in accounts receivable
of $60,473,007, an increase in inventories of $5,584,317 and an increase in
prepayments for goods of $3,822,120, offset by a decrease in accounts payable of
$4,850,579, a decrease in short-term bank loans of $2,878,712, a decrease in
notes payable of $1,014,987, a decrease in income tax payable of $4,990,163, a
decrease in other payables of $1,041,766 and a decrease in value added tax
payable of $6,931,841.
The working capital was $31,267,687 for
the year ended June 30, 2009, which is primarily attributable to an increase in
the cash and cash equivalents of $127,576, an increase in accounts receivable of
$37,791,206, an increase in inventories of $7,851,133 and an increase in
prepayments for goods of $374,384, offset by a decrease in accounts payable of
$5,220,636, a decrease in short-term bank loans of $2,758,314, a decrease in
notes payable of $768,796, a decrease in income tax payable of $3,424,846 and a
decrease in other payables of $1,436,101.
Contractual
Obligations
We have certain fixed contractual
obligations and commitments that include future estimated payments. Changes in
our business needs, cancellation provisions, changing interest rates, and other
factors may result in actual payments differing from the estimates. We cannot
provide certainty regarding the timing and amounts of payments. We have
presented below a summary of the most significant assumptions used in our
determination of amounts presented in the tables, in order to assist in the
review of this information within the context of our consolidated financial
position, results of operations, and cash flows.
The following tables summarize our
contractual obligations as of June 30, 2010, and the effect these obligations
are expected to have on our liquidity and cash flows in future
periods.
Payments
Due by Period
|
||||||||||||
Total
|
Less than
1 year
|
Over 1 year
|
||||||||||
Contractual Obligations:
|
||||||||||||
Bank
Indebtedness
|
$ | 2,878,712 | $ | 2,878,712 | $ | - | ||||||
Notes
payable
|
1,341,285 | 1,014,987 | 326,298 | |||||||||
Construction
In Processing
|
575,562 | 575,562 | - | |||||||||
Total
Contractual Obligations:
|
$ | 4,795,559 | $ | 4,469,261 | $ | 326,298 |
Bank indebtedness consists of secured
and unsecured borrowings from the Industrial and Commercial Bank of China, Rural
Credit Cooperative, Bank of Communications, Weifang Bank, China Construction
Bank and Bank of China.
Notes payable includes loans from an
unrelated individual and related individuals.
The Company has a capital commitment of
approximately $575,562 for the construction of the new production line in
connection with the new plant as of June 30, 2010.
On May 15, 2003, Hengyuan entered into
a guarantee contract to serve as guarantor for the bank loans borrowed by
Dianjun Liu, a beneficial shareholder, director and officer of the Company, from
Industrial and Commercial Bank of China with a guarantee amount of
$62,557. Under this guarantee contract, a land use right and an office
building of Hengyuan were pledged for the bank loans.
31
On August 4, 2009, Hengyuan entered
into a guarantee contract to serve as guarantor for bank loans borrowed by Mr.
Li Zengshan, a beneficial shareholder and vice-president of the Company, from
the Industrial and Commercial Bank of China with a guarantee amount of
$377,310. Under this guarantee contract, a land use right and an office
building of Hengyuan were pledged for the bank loans.
Off-Balance
Sheet Commitments and Arrangements
Other than the arrangement described
above, as of June 30, 2010, we do not have any outstanding derivative financial
instruments, off-balance sheet guarantees, interest rate swap transactions of
foreign currency forward contracts. Furthermore, we do not have any retained or
contingent interest in assets transferred to an unconsolidated entity that
serves as credit, liquidity or market risk support to such entity. We do not
have any variable interest in an unconsolidated entity that provides financing,
liquidity, market risk or credit support to us or that engages in leasing,
hedging or research and development services with us.
ITEM
7A. QUANTITAVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
As a smaller reporting company, the
Company is not required to provide the information required by this
Item.
32
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
CONTENTS
PAGE
|
F2-3
|
REPORTS
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
|
PAGES
|
F4-5
|
CONSOLIDATED
BALANCE SHEETS AS OF JUNE 30, 2010 AND 2009
|
PAGES
|
F6
|
CONSOLIDATED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
|
PAGE
|
F7
|
CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
|
PAGES
|
F8-9
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2010 AND
2009
|
PAGES
|
F10-34
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2010 AND
2009
|
F-1
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Shareholders of:
Xinde
Technology Company
We have
audited the accompanying consolidated balance sheet of Xinde Technology Company
(formerly Wasatch Food Services, Inc.) and Subsidiaries (the “Company”) as of
June 30, 2010, and the related consolidated statements of income and
comprehensive income, changes in shareholders’ equity and cash flows for the
year then ended. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.
We
conducted our audit in accordance with 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
consolidated 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 appropriated 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
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our
opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Xinde
Technology Company and Subsidiaries as of June 30, 2010, and the results of
their operations and their cash flows for the year then ended, in conformity
with accounting principles generally accepted in the United States of
America.
Weinberg
& Company, P.A.
Boca
Raton, Florida
September
17, 2010
F-2
Report
of Independent Registered Public Accounting Firm
To the
Board of Directors and Shareholders of:
Weifang
Xinde Fuel Injection System Co., Ltd. and Subsidiaries
We have
audited the accompanying consolidated balance sheet of Xinde Technology Company
(formerly Wasatch Food Services, Inc.) and subsidiaries (the “Company”) as of
June 30, 2009, and the related consolidated statements of income and
comprehensive income, changes in shareholders’ equity and cash flows for the
year then ended. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.
We
conducted our audit in accordance with 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
consolidated 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 appropriated 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
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our
opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Xinde Technology
Company and subsidiaries as of June 30, 2009 and the results of their operations
and their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.
K.P.
Cheng & Co.
Certified
Public Accountants
Hong
Kong, People’s Republic of China
December
18, 2009
F-3
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
ASSETS
|
||||||||
June 30,
|
June 30,
|
|||||||
2010
|
2009
|
|||||||
CURRENT
ASSETS
|
||||||||
Cash
and cash equivalents
|
$ | 3,399,360 | $ | 127,576 | ||||
Accounts
receivable, net of allowance for doubtful accounts of $793,630
and $157,642 as of June 30, 2010 and 2009, respectively |
60,473,007 | 37,791,206 | ||||||
Inventories
|
5,584,317 | 7,851,133 | ||||||
Notes
receivable, including bank acceptance notes
|
628,133 | 761,165 | ||||||
Prepayments
for goods
|
3,822,120 | 374,384 | ||||||
Prepaid
expenses and other receivables
|
26,404 | 28,101 | ||||||
Due
from employees
|
131,400 | 103,869 | ||||||
Due
from related parties
|
- | 14,584 | ||||||
Deferred
taxes
|
47,448 | 52,735 | ||||||
Total
Current Assets
|
74,112,189 | 47,104,753 | ||||||
LONG-TERM
ASSETS
|
||||||||
Plant
and equipment, net
|
3,043,955 | 2,740,763 | ||||||
Land
use rights, net
|
948,504 | 966,020 | ||||||
Construction
in progress
|
685,222 | 296,239 | ||||||
Deposit
for land use right
|
373,821 | 152,701 | ||||||
Deferred
taxes
|
129,049 | 122,772 | ||||||
Total
Long-Term Assets
|
5,180,551 | 4,278,495 | ||||||
TOTAL
ASSETS
|
$ | 79,292,740 | $ | 51,383,248 |
See
accompanying notes to the consolidated financial statements
F-4
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS’
EQUITY
|
||||||||
June
30,
|
June
30,
|
|||||||
2010
|
2009
|
|||||||
CURRENT
LIABILITIES
|
||||||||
Accounts
payable
|
$ | 4,850,579 | $ | 5,220,636 | ||||
Short-term
bank loans
|
2,878,712 | 2,758,314 | ||||||
Customer
deposits
|
497,206 | 313,447 | ||||||
Notes
payable, including related parties
|
1,014,987 | 768,796 | ||||||
Income
tax payable
|
4,990,163 | 3,424,846 | ||||||
Other
payables
|
1,041,766 | 1,436,101 | ||||||
Value
added tax payable
|
6,931,841 | 89,611 | ||||||
Due
to employees
|
98,550 | 616,719 | ||||||
Due
to related parties
|
413,136 | 844,549 | ||||||
Accrued
expenses and dividend payable
|
659,569 | 364,047 | ||||||
Total
Current Liabilities
|
23,376,509 | 15,837,066 | ||||||
LONG-TERM
LIABILITIES
|
||||||||
Notes
payable to related parties
|
326,298 | 132,366 | ||||||
Total
Long-Term Liabilities
|
326,298 | 132,366 | ||||||
TOTAL
LIABILITIES
|
23,702,807 | 15,969,432 | ||||||
COMMITMENT
AND CONTINGENCIES
|
||||||||
SHAREHOLDERS’
EQUITY
|
||||||||
Preferred
stock, $0.001 par value, 10,000,000 shares authorized; 0 shares
issued and outstanding at June 30, 2010 and 2009 |
- | - | ||||||
Common
stock, $0.001 par value; 160,000,000 shares authorized; 60,000,000 and
42,000,000 shares issued and outstanding at June 30, 2010 and 2009, respectively |
60,000 | 42,000 | ||||||
Additional
paid-in capital
|
1,072,334 | 1,055,432 | ||||||
Retained
earnings (the restricted portion is $204,069 at June 30, 2010
and 2009)
|
50,131,203 | 30,216,707 | ||||||
Accumulated
other comprehensive income
|
4,326,396 | 4,099,677 | ||||||
TOTAL
SHAREHOLDERS’ EQUITY
|
55,589,933 | 35,413,816 | ||||||
TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$ | 79,292,740 | $ | 51,383,248 |
See
accompanying notes to the consolidated financial statements
F-5
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF INCOME AND
COMPREHENSIVE
INCOME
Years Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
REVENUES,
NET
|
$ | 123,305,388 | $ | 78,834,535 | ||||
COST
OF GOODS SOLD
|
(108,438,204 | ) | (68,142,558 | ) | ||||
GROSS
PROFIT
|
14,867,184 | 10,691,977 | ||||||
Selling
and marketing
|
2,813,270 | 1,813,235 | ||||||
General
and administrative
|
2,303,965 | 769,673 | ||||||
INCOME
FROM OPERATIONS
|
9,749,949 | 8,109,069 | ||||||
Interest
expense, net
|
(345,172 | ) | (352,063 | ) | ||||
Other
(expense) income, net
|
(15,020 | ) | 28,774 | |||||
Refundable
value added tax
|
12,085,158 | - | ||||||
INCOME
FROM OPERATIONS BEFORE INCOME TAXES
|
21,474,915 | 7,785,780 | ||||||
INCOME
TAXES
|
1,560,419 | 1,946,938 | ||||||
NET
INCOME
|
19,914,496 | 5,838,842 | ||||||
OTHER
COMPREHENSIVE INCOME
|
||||||||
Foreign
currency translation gain
|
226,719 | 130,167 | ||||||
OTHER
COMPREHENSIVE INCOME
|
226,719 | 130,167 | ||||||
COMPREHENSIVE
INCOME
|
$ | 20,141,215 | $ | 5,969,009 | ||||
WEIGHTED
AVERAGE SHARES OUTSTANDING BASIC AND DILUTED
|
51,123,288 | 42,000,000 | ||||||
NET
INCOME PER COMMON SHARE, BASIC AND DILUTED
|
$ | 0.39 | $ | 0.14 |
See
accompanying notes to the consolidated financial statements
F-6
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
Common
Stock
|
Additional
Paid-in
|
Retained
|
Accumulated
Other
Comprehensive
|
|||||||||||||||||||||
Shares
|
Par Value
|
Capital
|
Earnings
|
Income
|
Total
|
|||||||||||||||||||
BALANCE AT JUNE 30, 2009
|
42,000,000 | $ | 42,000 | $ | 1,055,432 | $ | 30,216,707 | $ | 4,099,677 | $ | 35,413,816 | |||||||||||||
Recapitalization
|
18,000,000 | 18,000 | 16,902 | - | - | 34,902 | ||||||||||||||||||
Foreign
currency translation gain
|
- | - | - | - | 226,719 | 226,719 | ||||||||||||||||||
Net
income
|
- | - | - | 19,914,496 | - | 19,914,496 | ||||||||||||||||||
BALANCE AT June 30, 2010
|
60,000,000 | $ | 60,000 | $ | 1,072,334 | $ | 50,131,203 | $ | 4,326,396 | $ | 55,589,933 |
See
accompanying notes to the consolidated financial statements
F-7
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
CASH FLOWS
Years Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net
income
|
$ | 19,914,496 | $ | 5,838,842 | ||||
Adjustments
to reconcile net income to net cash provided by (used in) operating
activities:
|
||||||||
Depreciation
and amortization
|
261,094 | 259,948 | ||||||
Provision
for doubtful accounts
|
633,468 | 88,457 | ||||||
Deferred
taxes
|
(990 | ) | 11,713 | |||||
Gain
on disposal of fixed assets
|
- | (9,230 | ) | |||||
Net
loss on settlement of accounts receivable and accounts payable for fixed
assets
|
15,112 | - | ||||||
(Increase)
Decrease In:
|
||||||||
Accounts
receivable
|
(23,432,456 | ) | (12,945,561 | ) | ||||
Inventories
|
2,266,816 | 1,705,478 | ||||||
Prepayments
for goods
|
(3,447,737 | ) | 803,049 | |||||
Prepaid
expenses and other receivables
|
4,032 | 133,436 | ||||||
Due
from employees
|
(27,530 | ) | 89,752 | |||||
Due
from related parties
|
14,584 | 623,608 | ||||||
Increase
(Decrease) In:
|
||||||||
Accounts
payable
|
(334,436 | ) | (4,852,316 | ) | ||||
Other
payables
|
(394,335 | ) | 176,661 | |||||
Value
added tax payable
|
6,842,229 | - | ||||||
Taxes
payable
|
1,565,318 | 1,931,228 | ||||||
Customer
deposits
|
183,759 | (3,056,855 | ) | |||||
Due
to employees
|
(518,169 | ) | 87,334 | |||||
Due
to related parties
|
(385,745 | ) | 408,583 | |||||
Accrued
expenses
|
341,926 | 34,478 | ||||||
Net
cash provided by (used in) operating activities
|
3,501,436 | (8,671,395 | ) | |||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchases
of plant and equipment
|
(162,358 | ) | (154,332 | ) | ||||
Purchases
of construction in progress
|
(684,782 | ) | (355,432 | ) | ||||
Proceeds
from disposal of fixed assets
|
- | 57,768 | ||||||
Reverse
merger, net of cash acquired
|
2,109 | - | ||||||
Notes
receivable
|
136,711 | 12,939,393 | ||||||
Net
cash (used in) provided by investing activities
|
$ | (708,320 | ) | $ | 12,487,397 |
See
accompanying notes to the consolidated financial statements
F-8
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
CASH FLOWS
Years Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds
from short-term loans
|
$ | 4,042,961 | $ | 2,864,965 | ||||
Repayments
of short-term loans
|
(3,937,492 | ) | (3,020,007 | ) | ||||
Repayments
of notes payable
|
(2,188,697 | ) | - | |||||
Proceeds
from notes payable
|
2,760,094 | 917,152 | ||||||
Repayments
of long-term debt
|
(137,071 | ) | (739,576 | ) | ||||
Dividends
paid
|
(92,072 | ) | (3,990,235 | ) | ||||
Net
cash provided by (used in) financing activities
|
447,723 | (3,967,701 | ) | |||||
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
3,240,839 | (151,699 | ) | |||||
Effect
of exchange rate changes on cash
|
30,945 | 114,840 | ||||||
Cash
and cash equivalents at beginning of year
|
127,576 | 164,435 | ||||||
CASH AND CASH EQUIVALENTS AT END OF
YEAR
|
$ | 3,399,360 | $ | 127,576 | ||||
SUPPLEMENTARY
CASH FLOW INFORMATION
|
||||||||
2010
|
2009
|
|||||||
Income
taxes paid
|
$ | 17,523 | $ | 12,978 | ||||
Interest
paid
|
$ | 351,218 | $ | 455,056 |
SUPPLEMENTAL
NON-CASH DISCLOSURES:
|
1.
|
During
the year ended June 30, 2010, accounts receivable with a carrying amount
of $117,187 was settled by a fixed asset with a fair value of $95,215,
resulting in a loss of $21,972.
|
2.
|
During
the year ended June 30, 2010, accounts payable with a carrying amount of
$36,621 was settled by a fixed asset with a net book value of $29,761,
resulting in a gain of $6,860.
|
|
3.
|
During
the years ended June 30, 2010 and 2009, $298,399 and $82,510 were
transferred from construction in progress to plant and equipment,
respectively.
|
See
accompanying notes to the consolidated financial statements
F-9
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE 1 –
ORGANIZATION AND PRINCIPAL ACTIVITIES
Wasatch
Food Services, Inc., (“Wasatch”) was incorporated under the laws of the State of
Nevada on December 20, 2006 to engage as a franchisee of certain restaurants in
the State of Idaho through its wholly owned subsidiary, Wasatch Food Services of
Idaho, Inc. ("Bajio"). On April 22, 2010, Wasatch Food Services, Inc. changed
its name to Xinde Technology Company (“Xinde”).
Wasatch
was unsuccessful in developing Bajio into a profitable business. On December 28,
2009, Wasatch entered into a disposition agreement with Shaun Carter, an
individual. Pursuant to the agreement, the Company agreed to see all of its
interest in Bajio in consideration of a payment of $1,000 in addition to the
assumption by Bajio of liabilities $225,546 of Wasatch resulting in a gain of
$148,498. This transaction was completed on December 28, 2009. Also see Note
19.
Jolly
Promise Limited (“JPL”) was incorporated under the laws of the British Virgin
Islands (“BVI”) on July 2, 2008 and is a wholly-owned subsidiary of Welldone
Pacific Limited. (“WPL”), a BVI registered company.
On August
6, 2009, JPL entered into a share exchange agreement with the shareholder of
Hong Kong Sindhi Fuel Injection Co., Ltd. (“HKSIND”), a company incorporated in
Hong Kong. Pursuant to the share exchange agreement, JPL acquired all of the
issued and outstanding common stock of HKSIND. As a result of the share
exchange, HKSIND became a wholly-owned subsidiary of JPL.
On
October 24, 2009, HKSIND established a new company, Weifang Huajie Fuel
Injection System Co., Ltd. (“Huajie”), as the sole shareholder under the laws of
PRC.
Weifang
Xinde Fuel Injection System Co., Ltd. (“Weifang Xinde”) is an investment holding
company. The principal activities of Xinde and its subsidiaries are the design,
development, manufacture, and commercialization of fuel injection pumps,
injectors, multi-cylinder diesel engines and small generator units for the
People’s Republic of China (the “PRC”) and overseas markets.
On
November 13, 2009, all the shareholders of Weifang Xinde entered into a share
exchange agreement with Huajie to transfer all the shares of Xinde to Huajie for
$116,418 in cash. Huajie is a new company established under the laws of the PRC
solely by HKSIND, a company incorporated in Hong Kong, on October 24, 2009. As a
result of the share exchange, Xinde became a wholly-owned subsidiary of Huajie.
Huajie and Xinde only act as holding companies with no operations or expenses,
and therefore, the business of Huajie will continue to be that of Xinde’s
wholly-owned subsidiaries, Weifang Hengyuan Oil Pump & Oil Fitting Co., Ltd.
("Hengyuan"), Weifang Jinma Diesel Engine Co., Ltd. (“Jinma”) and Weifang Huaxin
Diesel Engine Co., Ltd. (“Huaxin”).
F-10
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE
1 - ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)
On
December 28, 2009, Wasatch Food Services Inc. (“Wasatch”) executed a share
exchange agreement by and between Wasatch, Jolly Promise Ltd. (“JPL”) and
Welldone Pacific Limited., a British Virgin Islands Company which owns 100% of
JPL (the “JPL’s shareholder”). Under the share exchange
agreement, Wasatch issued 42,000,000 shares of its common stock,
representing 70% of the Wasatch’s issued and outstanding common stock after
giving effect to the cancellation of 13,038,692 shares on December 28,
2009, to JPL’s shareholder in exchange for 100% of the common stock of JPL.
Prior to the transaction, Wasatch had a total of 18,000,000 shares of common
stock issued and outstanding. After the closing of the transaction,
Wasatch had a total of 60,000,000 shares of common stock issued and
outstanding, with JPL’s shareholder owning 70% of the total issued and
outstanding shares of Wasatch’s common stock, and the balance held by those who
held shares of Wasatch’s common stock prior to the closing of the exchange. This
share exchange transaction resulted in JPL’s shareholder obtaining a majority
voting interest in Wasatch.
After the
share exchange, JPL and its wholly-owned subsidiaries became a wholly-owned
subsidiary of Wasatch, and Xinde became the principal operating subsidiary. The
exchange transaction was accounted for as a reverse acquisition in accordance
with ASC 805-10 (formerly Statement of Financial Accounting Standards (“SFAS”)
No. 141 "Business Combinations". The acquisition is accounted for as the
recapitalization of Xinde. Accordingly, the consolidated statements of income
include the results of operations of Xinde and its subsidiaries from July 1,
2009 and 2008, and the results of operations of Wasatch from the acquisition
date through June 30, 2010.
Details
of Xinde and its subsidiaries (the “Company”) as of June 30, 2010 are as
follows:
Name
|
Place and Date
of
Establishment/
Incorporation
|
Relationships
|
Principal Activities
|
|||
Jolly
Promise Ltd. (“JPL”)
|
British
Virgin Island
July
2, 2008
|
Wholly-owned
subsidiary of Xinde
|
Investment
holding company
|
|||
H.K.
Sindhi Fuel Injection Co., Ltd (“HKSIND”)
|
Hong
Kong, PRC,
June
7, 2004
|
Wholly-owned
subsidiary of JPL
|
Investment
holding company
|
|||
Weifang
Huajie Fuel Injection Co., Ltd.
(“Huajie”)
|
Shandong,
PRC
October.
24 2009
|
Wholly-owned
subsidiary of HKSIND
|
Investment
holding
company
|
F-11
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE
1 - ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)
Name
|
Place and Date
of
Establishment/
Incorporation
|
Relationship
|
Principal Activities
|
|||
Weifang
Xinde Fuel Injection System Co., Ltd.
(“Weifang
Xinde”)
|
Shandong,
PRC
October
29, 2007
|
Wholly-owned
subsidiary of Huajie
|
Investment
holding company
|
|||
Weifang
Hengyuan Oil Pump & Oil Fitting Co., Ltd.
("Hengyuan")
|
Shandong,
PRC,
December
21, 2001
|
Wholly-owned
subsidiary of Weifang Xinde
|
Design,
development, manufacture, and commercializing of fuel injection pump,
diesel fuel injection systems and injectors
|
|||
Weifang
Jinma Diesel Engine Co., Ltd. (“Jinma”)
|
Shandong,
PRC
September
19, 2003
|
Wholly-owned
subsidiary of Weifang Xinde
|
Manufacture
and sale of multi-cylinder diesel engine and small generating
units
|
|||
Weifang
Huaxin Diesel Engine Co., Ltd. (“Huaxin”)
|
Shandong,
PRC
October
20, 2003
|
Wholly-owned
subsidiary of Weifang Xinde
|
Manufacture
and sale of multi-cylinder diesel engine and small generating
units
|
Inter-company
accounts and transactions have been eliminated in consolidation.
NOTE 2 – BASIS OF
PRESENTATION
On July
1, 2009, The Company adopted Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) 105-10 (formerly Statement of
Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards
Codification and Hierarchy of Generally Accepted Accounting Principles, a replacement
of FASB Statement No. 162). ASC 105-10 establishes the FASB ASC as the
source of authoritative accounting principles recognized by the FASB to be
applied in preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America (“U.S. GAAP”).
The adoption of this standard had no impact on the Company’s consolidated
financial statements.
F-12
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE 3 – USE OF
ESTIMATES
The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements, and the reported amounts of revenue and expenses during
the reporting period. Management makes these estimates using the best
information available at the time the estimates are made; however actual results
when ultimately realized could differ from those estimates.
NOTE 4 – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
(a)
|
Economic
and Political Risks
|
The
Company’s operations are conducted in the PRC. Accordingly, the Company’s
business, financial condition and results of operations may be influenced by the
political, economic and legal environment in the PRC, and by the general state
of the PRC economy.
The
Company’s operations in the PRC are subject to special considerations and
significant risks not typically associated with companies in North America and
Western Europe. These include risks associated with, among others, the
political, economic and legal environment and foreign currency exchange. The
Company’s results may be adversely affected by changes in the political and
social conditions in the PRC, and by changes in governmental policies with
respect to laws and regulations, anti-inflationary measures, currency
conversion, remittances abroad, and rates and methods of taxation, among other
things.
F-13
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE
4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(b)
|
Fair
Value of Financial Instruments
|
ASC 820-10 (formerly SFAS No. 157, Fair
Value Measurements) establishes a three-tier
fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy prioritizes the inputs into three levels based on the extent to
which inputs used in measuring fair value are observable in the
market.
These
tiers include:
•
Level 1—defined as observable inputs such as quoted prices in active
markets;
•
Level 2—defined as inputs other than quoted prices in active markets that
are either directly or indirectly observable; and
•
Level 3—defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own
assumptions.
The
assets measured at fair value on a recurring basis subject to the disclosure
requirements of ASC 820-10 as of June 30, 2010 are as follows:
Fair Value Measurements at Reporting Date Using
|
||||||||||||||||
Carrying
Value as of
June 30,
2010 |
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Bank
acceptance notes
|
$ | 488,685 | $ | 488,685 | $ | - | $ | - |
The
carrying amounts of financial assets and liabilities, such as cash and cash
equivalents, accounts receivable, notes receivable, prepayments for goods,
short-term bank loans, accounts payable, customer deposits, short-term notes
payable, due to employee, due to related parties and other payables, approximate
their fair values because of the short maturity of these instruments. The fair
value of the Company’s long-term notes payable is estimated based on the current
rates offered to the Company for debt of similar terms and maturities. Under
this method, the Company’s fair value of long-term notes payable was not
significantly different from the carrying value at June 30, 2010.
(c)
|
Cash
and Cash Equivalents
|
For
financial reporting purposes, the Company considers highly liquid investments
purchased with original maturity of three months or less to be cash
equivalents.
F-14
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE
4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d)
|
Inventories
|
Inventories
are stated at the lower of cost or net realizable value. The cost of raw
materials is determined on the basis of weighted average. The cost of finished
goods is determined on the weighted average basis and comprises direct
materials, direct labor and an appropriate proportion of overhead.
Net
realizable value is based on estimated selling prices less any further costs
expected to be incurred for completion and disposal.
(e)
|
Prepayments
|
Prepayments
represent cash paid in advance to suppliers for purchases of raw
materials.
(f)
|
Plant
and Equipment
|
Plant and
equipment are carried at cost less accumulated depreciation and amortization.
Depreciation is provided over their estimated useful lives, using the
straight-line method. Leasehold improvements are amortized over the life of the
asset or the term of the lease, whichever is shorter. Estimated
useful lives are as follows:
Buildings
|
30
years
|
Machinery
|
10
years
|
Motor
vehicles
|
5
years
|
Office
equipment
|
5
years
|
The cost
and related accumulated depreciation of assets sold or otherwise retired are
eliminated from the accounts and any gain or loss is included in the statement
of income. The cost of maintenance and repairs is charged to expense as
incurred, whereas significant renewals and betterments are
capitalized.
(g)
|
Construction
in Progress
|
Construction
in progress represents direct costs of construction or the acquisition cost of
buildings or machinery and design fees. Capitalization of these costs ceases and
the construction in progress is transferred to plant and equipment when
substantially all the activities necessary to prepare the assets for their
intended use are completed. No depreciation is provided until the assets are
completed and ready for their intended use.
(h)
|
Land
Use Rights
|
According
to the laws of China, land in the PRC is owned by the government and cannot be
sold to an individual or company. However, the government grants the user
a “land use right” to use the land. The land use right granted to the
Company is being amortized using the straight-line method over the lease term of
fifty years.
F-15
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE
4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(i)
|
Impairment
of Long-Term Assets
|
Long-term
assets of the Company are reviewed annually as to whether their carrying value
has become impaired, pursuant to the guidelines established in ASC
360-10. The Company considers assets to be impaired if the carrying value
exceeds the future projected cash flows from the related operations. The
Company also re-evaluates the periods of amortization to determine whether
subsequent events and circumstances warrant revised estimates of useful lives.
There was no impairment for the years ended June 30, 2010 and 2009.
(j)
|
Revenue
Recognition
|
Revenue
represents the invoiced value of goods sold, recognized upon the shipment of
goods to customers. Revenue is recognized when all of the following criteria are
met:
-Persuasive
evidence of an arrangement exists,
-Delivery
has occurred or services have been rendered,
-The
seller's price to the buyer is fixed or determinable, and
-Collectability
is reasonably assured.
The
majority of the Company’s revenue results from sales contracts with distributors
and revenue are recorded upon the shipment of goods. Management conducts credit
background checks for new customers as a means to reduce the subjectivity of
collectability.
The
Company offers warranties on its products for periods between six and twelve
months after the sale. The Company estimates the warranty reserves based on
historical records and identical or similar types on the market. Warranty
expenses related to product sales are charged to the consolidated statements of
income and comprehensive income in the period in which sales are recognized.
During the years ended June 30, 2010 and 2009, warranty expense was
$640,404 and $73,000, respectively, and is included in selling and marketing
expenses in the accompanying consolidated statements of income and comprehensive
income.
(k)
|
Retirement
Benefits
|
Retirement
benefits in the form of contributions under defined contribution retirement
plans to the relevant authorities are charged to expense as incurred. The
retirement benefits expense for the years ended June 30, 2010 and 2009 are
$28,411 and $17,994, respectively. All the retirement benefit expenses are
included in general and administrative expenses.
F-16
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE
4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(l)
|
Income
Taxes
|
Deferred
tax assets and liabilities are recognized for the future tax consequence
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to be
applied to taxable income in the years in which those temporary differences are
expected to reverse. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the statement of income in the period that
includes the enactment date. A valuation allowance is provided for deferred tax
assets if it is more likely than not these items will either expire before the
Company is able to realize their benefits, or that future deductibility is
uncertain. Also see Note 14.
(m)
|
Foreign
Currency Translation
|
The
accompanying consolidated financial statements are presented in United States
dollars. The functional currency of the Company is the Renminbi (RMB). Capital
accounts of the consolidated financial statements are translated into United
States dollars from RMB at their historical exchange rates when the capital
transactions occurred. Assets and liabilities are translated at the exchange
rates as of balance sheet date. Income and expenditures are translated at the
average exchange rate.
June 30,
2010
|
June 30,
2009
|
|||||||
Year end RMB : US$ exchange
rate
|
6.8086 | 6.8448 | ||||||
Year average RMB : US$ exchange
rate
|
6.8267 | 6.8583 |
The RMB
is not freely convertible into foreign currency and all foreign exchange
transactions must take place through authorized institutions. No representation
is made that the RMB amounts could have been, or could be, converted into US
dollars at the rates used in translation.
(n)
|
Comprehensive
Income
|
Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, all
items that are required to be recognized under current accounting standards as
components of comprehensive income are required to be reported in a financial
statement that is presented with the same prominence as other financial
statements. Comprehensive income includes net income and the foreign currency
translation gain.
F-17
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE
4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(o)
|
Earnings
Per Share
|
Basic
earnings per share are computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding during
the period. Diluted earnings per share is computed similar to basic earnings per
share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
There were no potentially dilutive securities for the years ended June 30, 2010
and 2009.
(p)
|
Segment
|
The
Company operates in one business segment, the design, development, manufacture,
and commercialization of fuel injection pumps, injectors, multi-cylinder diesel
engines and small generator units mainly in the PRC. The sales of the Company
outside of the PRC were insignificant for the years ended June 30, 2010 and
2009.
(q)
|
Recent
Accounting Pronouncements
|
Effective
January 1, 2009, the FASB issued ASC 810-10 (formerly SFAS No. 160),
Noncontrolling Interests in Consolidated Financial Statements. This statement
establishes accounting and reporting standards that require the ownership
interests in subsidiaries’ non-parent owners be clearly presented in the equity
section of the balance sheet; requires the amount of consolidated net income
attributable to the parent and to the noncontrolling interest be clearly
identified and presented on the face of the consolidated statement of
income; requires that changes in a parent’s ownership interest while the parent
retains its controlling financial interest in its subsidiary be accounted for
consistently; requires that when a subsidiary is deconsolidated, any retained
noncontrolling equity investment in the former subsidiary be initially measured
at fair value and the gain or loss on the deconsolidation of the subsidiary be
measured using the fair value of any noncontrolling equity; requires that
entities provide disclosures that clearly identify the interests of the parent
and the interests of the noncontrolling owners. This statement is effective as
of the beginning of an entity’s first fiscal year that begins after December 15,
2008. The Company has determined that ASC 810-10 does not materially affect, or
is reasonably likely to materially affect its financial statements.
Effective
January 1, 2009, the FASB issued ASC 815-10 (formerly SFAS No. 161, Disclosures
about Derivative Instruments and Hedging Activities, an amendment of FASB
Statement No. 133), which amends SFAS No.133 and expands disclosures to include
information about the fair value of derivatives, related credit risks and a
company's strategies and objectives for using derivatives. ASC 815-10 is
effective for fiscal periods beginning on or after November 15, 2008. The
Company has determined that ASC 815-10 does not materially affect, or is
reasonably likely to materially affect its financial
statements.
F-18
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE
4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(q)
|
Recent
Accounting Pronouncements
(Continued)
|
Effective
January 1, 2009, the Company adopted ASC 815-40 (formerly Emerging Issues Task
Force (“EITF”) Issue No. 07-05), Determining Whether an Instrument (or Embedded
Feature) is indexed to an Entity’s Own Stock. ASC 815-40 addresses the
determination of whether an instrument (or an embedded feature) is indexed to an
entity's own stock, which is the first part of the scope exception in paragraph
11(a) of FASB SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities (“SFAS 133”). If an instrument (or an embedded feature) that has the
characteristics of a derivative instrument under paragraphs 6–9 of SFAS 133 is
indexed to an entity's own stock, it is still necessary to evaluate whether it
is classified in stockholders' equity (or would be classified in stockholders'
equity if it were a freestanding instrument). Other applicable authoritative
accounting literature, including Issues ASC 815-40 (formerly EITF 00-19),
Accounting for Derivative Financial Instruments Indexed to, and Potentially
Settled in, a Company’s Own Stock, and ASC 815-40 (formerly EITF 05-2), The
Meaning of “Conventional Debt Instrument” in Issue No. 00-19, provides guidance
for determining whether an instrument (or an embedded feature) is classified in
stockholders' equity (or would be classified in stockholders' equity if it were
a freestanding instrument). The adoption of ASC 815-40 did not have a
material effect on the consolidated financial statement as of June 30,
2010.
On April
1, 2009, the FASB approved ASC 805-20 (formerly FSP FAS 141(R)-1), Accounting
for Assets Acquired and Liabilities Assumed in a Business Combination That Arise
from Contingencies, which amends Statement 141(R) and eliminates the distinction
between contractual and non-contractual contingencies. Under ASC 805-20, an
acquirer is required to recognize at fair value an asset acquired or liability
assumed in a business combination that arises from a contingency if the
acquisition-date fair value of that asset or liability can be determined during
the measurement period. If the acquisition-date fair value cannot be determined,
the acquirer applies the recognition criteria in ASC 450-10 (formerly SFAS No.
5, Accounting for Contingencies and Interpretation 14, “Reasonable Estimation of
the Amount of a Loss – and interpretation of FASB Statement No. 5,”) to
determine whether the contingency should be recognized as of the acquisition
date or after it. The Company is currently evaluating the potential impact of
adopting this statement.
ASC
320-10 (formerly FSP FAS 115-2 and FAS 124-2) amend the other-than-temporary
impairment guidance in U.S. GAAP for debt securities to make the guidance more
operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities in the financial
statements. It did not amend existing recognition and measurement guidance
related to other-than-temporary impairments of equity securities. The Company is
required to adopt this ASC for interim and annual reporting periods ending after
June 15, 2009. This ASC does not require disclosures for periods presented for
comparative purposes at initial adoption. This ASC requires comparative
disclosures only for periods ending after initial adoption. The Company is
currently evaluating the potential impact of adopting this
statement.
F-19
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE
4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(q)
|
Recent
Accounting Pronouncements
(Continued)
|
On April
9, 2009, the FASB also approved ASC 825-10 (formerly FSP FAS 107-1 and APB
28-1), Interim Disclosures about Fair Value of Financial Instruments to require
disclosures about fair value of financial instruments in interim period
financial statements of publicly traded companies and in summarized financial
information required by ASC 825-10, Interim Financial Reporting. The Company is
required to adopt this ASC for interim and annual reporting periods ending after
June 15, 2009. This ASC does not require disclosures for periods presented for
comparative purposes at initial adoption. This ASC requires comparative
disclosures only for periods ending after initial adoption. The Company is
currently evaluating the potential impact of adopting this
statement.
In
January 2010, the FASB issued guidance to amend the disclosure requirements
related to recurring and nonrecurring fair value measurements. The guidance
requires disclosure of transfers of assets and liabilities between Level 1 and
Level 2 of the fair value measurement hierarchy, including the reasons and the
timing of the transfers and information on purchases, sales, issuance, and
settlements on a gross basis in the reconciliation of the assets and liabilities
measured under Level 3 of the fair value measurement hierarchy. This guidance is
effective for the Company beginning March 1, 2010. The Company does not expect
the adoption will have an impact on its consolidated financial position or
results of operations.
In April
2009, the FASB updated guidance related to fair-value measurements to clarify
the guidance related to measuring fair-value in inactive markets, to modify the
recognition and measurement of other-than-temporary impairments of debt
securities, and to require public companies to disclose the fair values of
financial instruments in interim periods. This updated guidance became effective
for the Company beginning June 1, 2009. The adoption of this guidance did not
have an impact on the Company’s consolidated financial position or results of
operations. See Note 4 (b) - Fair Value Measurements for the disclosure required
under the updated guidance.
F-20
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE 5 –
CONCENTRATIONS
(a)
|
Customers
|
The
Company’s major customers accounted for the following percentages of total sales
and accounts receivable as follows:
Sales
Year
Ended
June
30,
|
Accounts
Receivable
|
|||||||||||||||
Major Customers
|
2010
|
2009
|
June 30, 2010
|
June 30, 2009
|
||||||||||||
Company
A
|
3.2 | % | 3.4 | % | 0.2 | % | 1.1 | % | ||||||||
Company
B
|
2.1 | % | - | 0.7 | % | - | ||||||||||
Company
C
|
2.1 | % | 3.0 | % | 2.8 | % | 4.2 | % | ||||||||
Company
D
|
2.1 | % | 3.0 | % | 2.8 | % | 3.9 | % |
(b)
|
Suppliers
|
The
Company’s major suppliers accounted for the following percentages of total
purchases and accounts payable as follows:
Purchases
Year
Ended
June
30,
|
Accounts
Payable
|
|||||||||||||||
Major Suppliers
|
2010
|
2009
|
June 30, 2010
|
June 30, 2009
|
||||||||||||
Company
F
|
7.0 | % | 7.4 | % | - | 1.0 | % | |||||||||
Company
G
|
6.7 | % | - | 0.5 | % | - | ||||||||||
Company
H
|
4.8 | % | 3.3 | % | 2.3 | % | 0.1 | % | ||||||||
Company
I
|
4.2 | % | 4.1 | % | - | - |
F-21
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE 6 –
INVENTORIES
Inventories
are summarized as follows:
June 30,
2010
|
June 30,
2009
|
|||||||
Raw
materials
|
$ | 2,798,967 | $ | 6,186,654 | ||||
Work-in-progress
|
889,937 | 580,377 | ||||||
Finished
goods
|
1,895,413 | 1,084,102 | ||||||
Total
inventories
|
$ | 5,584,317 | $ | 7,851,133 |
NOTE 7 – NOTES
RECEIVABLE
Notes
receivable from unrelated and related individuals consist of the
following:
June 30,
2010
|
June 30,
2009
|
||||||||
Notes
receivable from unrelated individuals:
|
|||||||||
Due
December 30, 2009, interest at 10% per annum
(Settled
on its due date)
|
$ | - | $ | 25,640 | |||||
Due
December 30, 2009, interest at 10% per annum
(Settled
on its due date)
|
- | 21,915 | |||||||
Due
December 24, 2010, interest at 10% per annum
|
2,857 | - | |||||||
Due
December 24, 2010, interest at 10% per annum
|
22,031 | - | |||||||
Due
May 16, 2011, interest at 6% per annum
|
114,560 | - | |||||||
Subtotal
|
$ | 139,448 | $ | 47,555 | |||||
Notes
receivable from related individuals:
|
|||||||||
Due
December 30, 2009, interest at 10% per annum
(Settled
on its due date)
|
(a)
|
$ | - | 1,461 | |||||
Due
March 31, 2010, interest at 7.2% per annum
(Settled
on its due date)
|
(b)
|
- | 555,169 | ||||||
Subtotal
|
$ | - | $ | 556,630 | |||||
Bank
acceptance notes (aggregated by month of maturity):
|
|||||||||
Due
July, 2009 (Settled on its due date)
|
- | 156,980 | |||||||
Due
September, 2010
|
29,375 | - | |||||||
Due
October, 2010
|
29,375 | - | |||||||
Due
November, 2010
|
205,220 | - | |||||||
Due
December, 2010
|
224,715 | - | |||||||
Subtotal
|
488,685 | 156,980 | |||||||
Total
|
$ | 628,133 | $ | 761,165 |
F-22
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE 7 – NOTES
RECEIVABLE (CONTINUED)
Notes
receivable from unrelated individuals are unsecured.
(a) This
note was due from Mr. Li Zengshan, who is a director and beneficial shareholder
of the Company. The balance represented a loan from the Company which was
unsecured.
(b) This
note was due from Mr. Jin Xin, who is a director and beneficial shareholder of
the Company. The balance represented a loan from the Company which was
unsecured.
NOTE 8 – DUE
FROM/TO RELATED PARTIES
(I)
|
Due
From Related Parties
|
June 30,
2010
|
June 30,
2009
|
||||||||
Jin
Ping
|
(b)
|
- | 14,584 | ||||||
Total
due from related parties
|
$ | - | $ | 14,584 |
(II)
|
Due
To Related Parties
|
June 30,
2010
|
June 30,
2009
|
||||||||
Jin
Xin
|
(a)
|
$ | - | $ | 395,406 | ||||
Liu
Dianjun
|
(c)
|
342,994 | 403,475 | ||||||
Li
Zengshan
|
(d)
|
23,612 | 45,668 | ||||||
Zhang
Qixiu
|
(e)
|
32,312 | - | ||||||
Jin
Wei
|
(f)
|
14,218 | - | ||||||
Total
due to related parties
|
$ | 413,136 | $ | 844,549 |
(III)
|
Due
From Employees
|
June 30,
2010
|
June 30,
2009
|
||||||||
Current
|
$ | 131,400 | $ | 103,869 | |||||
Total
due from employees
|
(g)
|
$ | 131,400 | $ | 103,869 |
(IV)
|
Due
To Employees
|
June 30,
2010
|
June 30,
2009
|
||||||||
Current
|
$ | 98,550 | $ | 616,719 | |||||
Total
due to employees
|
(h)
|
$ | 98,550 | $ | 616,719 |
F-23
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE 8 – DUE
FROM/TO RELATED PARTIES (CONTINUED)
(a)
|
Jin
Xin is a director and beneficial shareholder of the Company and the
chairman of Jinma, a subsidiary of the Company. The payable balance
represented prepayments for goods paid by Jin Xin on behalf of the
Company, which were unsecured, interest-free and had no fixed repayment
term.
|
(b)
|
Jin
Ping is the brother of Jin Xin, also see (a). The receivable balance
represented a traveling advance, which was unsecured, interest-free and
collectible on demand.
|
(c)
|
Liu
Dianjun is a director, officer and beneficial shareholder of the Company
and the chairman of Hengyuan, a subsidiary of the Company. The balances
represent money advanced from Liu Dianjun, which are interest-free,
unsecured and have no fixed repayment terms. During the year ended June,
30, 2010, the Company paid $36,718 to Liu Dianjun as a bonus, which was
recorded as general and administrative expenses in the accompanying
consolidated statements of income and comprehensive
income.
|
(d)
|
Li
Zengshan is a director, officer and beneficial shareholder of the Company
and the chairman of Huaxin, a subsidiary of the Company. The balance of
$23,612 represents business related expenses paid by Li Zengshan on behalf
of the Company. The balances are interest-free, unsecured and has no fixed
repayment term. Also see Note 17.
|
(e)
|
Zhang
Qixiu is the mother of Jin Xin, also see (a). The balance represents
business related expenses paid by Zhang Qixiu on behalf of the Company,
which are interest-free, unsecured and have no fixed repayment
term.
|
(f)
|
Jin
Wei is the brother of Jin Xin, also see (a). The balance represents money
advanced from Jin Wei, which is interest-free, unsecured and have no fixed
repayment term.
|
(g)
|
Due
from employees are interest-free, unsecured and have no fixed repayment
terms. The Company provides these advances for business-related purposes
only, including for the purchases of raw materials and business-related
travel in the ordinary course of
business.
|
(h)
|
Due
to employees are interest-free, unsecured and have no fixed repayment
terms. The amounts primarily represent business and traveling related
expenses paid by sales personnel on behalf of the
Company.
|
F-24
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE 9 – LAND USE
RIGHTS, NET
Land use
rights consist of the following:
June
30,
2010
|
June
30,
2009
|
|||||||
Cost
of land use rights
|
$ | 1,087,939 | $ | 1,082,192 | ||||
Less:
Accumulated amortization
|
(139,435 | ) | (116,172 | ) | ||||
Land
use rights, net
|
$ | 948,504 | $ | 966,020 |
Amortization
expense for the years ended June 30, 2010 and 2009 was $22,587 and $22,483,
respectively.
Amortization
expense for the next five years and thereafter is as follows:
2011
|
$ | 22,587 | ||
2012
|
22,587 | |||
2013
|
22,587 | |||
2014
|
22,587 | |||
2015
|
22,587 | |||
Thereafter
|
835,569 | |||
Total
|
$ | 948,504 |
Two land
use rights with an aggregate net book value of $51,880 and $53,170 at June 30,
2010 and 2009, respectively, were registered in the names of two management
members of the Company. The Company’s local legal counsel has confirmed the
ownership of these two land use rights by the Company. The Company estimates
that the application for the transfer of the certificates of these two land use
rights will be completed by the end of 2010. These two land use rights were
pledged as collateral for bank loans borrowed by Li Zengshan and Liu Dianjun
(both are beneficial shareholders of the Company) in the amounts of $377,310 and
$62,557, respectively. Also see Note 17.
At June
30, 2010 and 2009, the net book value of land use rights pledged as collateral
for bank loans was $514,662 and $752,059, respectively. Also see Note
11.
F-25
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE 10 – PLANT AND
EQUIPMENT, NET
Plant and
equipment consist
of the following:
June
30,
2010
|
June
30,
2009
|
|||||||
At
cost:
|
||||||||
Buildings
|
$ | 2,818,371 | $ | 2,505,871 | ||||
Machinery
and equipment
|
1,082,065 | 988,414 | ||||||
Office
equipment
|
50,299 | 40,279 | ||||||
Motor
vehicles
|
430,981 | 301,104 | ||||||
4,381,716 | 3,835,668 | |||||||
Less
: Accumulated depreciation
|
||||||||
Buildings
|
(429,115 | ) | (336,677 | ) | ||||
Machinery
and equipment
|
(611,728 | ) | (507,106 | ) | ||||
Office
equipment
|
(35,789 | ) | (27,282 | ) | ||||
Motor
vehicles
|
(261,129 | ) | (223,840 | ) | ||||
(1,337,761 | ) | (1,094,905 | ) | |||||
Plant
and equipment, net
|
$ | 3,043,955 | $ | 2,740,763 |
Depreciation
expense for the years ended June 30, 2010 and 2009 was $238,507 and $237,465
respectively.
At June
30, 2010, the legal title to five motor vehicles and two office buildings with a
total net book value of $72,247 and $637,217 were registered in the names of
management members of the Company. The Company’s local legal counsel has
confirmed the ownership of the motor vehicles and office buildings by the
Company. The Company estimates the transfer of the legal titles of the five
motor vehicles and two office buildings will be completed by the end of
2010.
Two
office buildings were pledged as collateral for bank loans borrowed by Li
Zengshan and Liu Dianjun (both are beneficial shareholders of the Company) in
the amounts of $377,310 and $62,557, respectively. Also see Note
17.
Application
for ownership certificates of eleven buildings with an aggregate net book value
of $1,064,443 is in progress. The Company’s local legal counsel has confirmed
the ownership of the eleven buildings by the Company. The application for the
certificates of the buildings is expected to be completed by the end of
2010.
At June
30, 2010 and 2009, the net book value of buildings pledged as collateral for
short-term bank loans was $71,895 and $74,842, respectively. Also see Note
11.
F-26
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE 11 –
SHORT-TERM BANK LOANS
Short-term
bank loans consist
of the following:
June 30, 2010
|
June 30, 2009
|
|||||||
Industrial
and Commercial Bank of China:
|
||||||||
Monthly
interest only payments at 5.84% per annum, due May 6, 2010, secured by a
land use right owned by the Company. Also see Note 9. (Repaid on its due
date)
|
- | 511,340 | ||||||
Monthly
interest only payments at 5.84% per annum, due April 20, 2010, secured by
a land use right owned by the Company. Also see Note 9. (Repaid on its due
date)
|
- | 73,049 | ||||||
Rural
Credit Cooperative:
|
||||||||
Monthly
interest only payments at 7.97% per annum, due April 20, 2010, guaranteed
by Weifang Tongxin Precision Rubber Products Co., Ltd. and Weifang Dachang
Energy-Saving Equipment Co., Ltd. (Repaid on its due date)
|
- | 131,487 | ||||||
Monthly
interest only payments at 6.89% per annum, due December 1, 2010,
guaranteed by Weifang Tongxin Precision Rubber Products Co., Ltd. and
Weifang Dachang Energy-Saving Equipment Co., Ltd.
|
88,124 | - | ||||||
Monthly
interest only payments at 7.52% per annum, due December 30, 2010,
guaranteed by Weifang Jinma Diesel Engine Co., Ltd. and Weifang Dachang
Energy-Saving Equipment Co., Ltd.
|
440,619 | - | ||||||
Bank
of Communications
|
||||||||
Monthly
interest only payments at 8.22% per annum, due July 22, 2009, secured by a
land use right owned by the Company. Also see Note 9. (Repaid on its due
date)
|
- | 464,589 | ||||||
Monthly
interest only payments at 8.22% per annum, due July 22, 2009, secured by a
building owned by the Company. Also see Note 10. (Repaid on its due
date)
|
- | 993,461 | ||||||
Monthly
interest only payments at 5.84% per annum, due July 23, 2010, secured by a
land use right owned by the Company and guaranteed by a beneficial
shareholder, Liu Dianjun. Also
see Note 9. (Subsequently repaid on its due date)
|
146,873 | - |
F-27
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE 11 –
SHORT-TERM BANK LOANS (CONTINUED)
June
30,
2010
|
June
30,
2009
|
|||||||
Weifang
Bank
|
||||||||
Monthly
interest only payments at 9.7% per annum, due August 16, 2009, guaranteed
by Weifang Hengyuan Oil Pump & Oil Fitting Co., Ltd. (Repaid on its
due date)
|
$ | - | $ | 292,194 | ||||
Monthly
interest only payments at 7.97% per annum, due May 14, 2010, secured by a
land use right owned by the Company. Also see Note 9. (Repaid on August
16, 2009 in advance)
|
- | 292,194 | ||||||
Monthly
interest only payments at 7.43% per annum, due July 27, 2010, guaranteed
by Weifang Hengyuan Oil Pump & Oil Fitting Co., Ltd. (Subsequently
repaid on its due date)
|
587,492 | - | ||||||
Monthly
interest only payments at 7.97% per annum, due October 19, 2010,
guaranteed by Weifang Hengyuan Oil Pump & Oil Fitting Co.,
Ltd.
|
293,746 | - | ||||||
Monthly
interest only payments at 7.43% per annum, due April 10, 2011, guaranteed
by Weifang Hengyuan Oil Pump & Oil Fitting Co., Ltd.
|
293,746 | - | ||||||
China
Construction Bank:
|
||||||||
Monthly
interest only payments at 5.84% per annum, due September 2, 2010, borrowed
by Hengyuan, guaranteed by a beneficial shareholder, Liu Dianjun and
Weifang Xinde Fuel Injection System Co.,Ltd. (Repaid on its due
date)
|
734,365 | - | ||||||
Bank
of China:
|
||||||||
Monthly
interest only payments at 5.84% per annum, due February 10, 2011,
guaranteed by Weifang Hengyuan Oil Pump & Oil fitting Co., Ltd. and by
a beneficial shareholder, Li Zengshan, and his wife, Li
Guimei
|
293,747 | - | ||||||
Total
|
$ | 2,878,712 | $ | 2,758,314 |
Interest
expense for short-term bank loans for the years ended June 30, 2010 and 2009 was
$375,123 and $386,674 respectively.
F-28
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE 12 – NOTES
PAYABLE, INCLUDING RELATED PARTIES
Notes
payable consist of the following:
June
30,
2010
|
June
30,
2009
|
|||||||||
Notes
payable to an unrelated individual:
|
||||||||||
Due
December 30, 2009, interest at 10% per annum
(Settled
on its due date)
|
$ | - | $ | 131,487 | ||||||
Due
January 21, 2010, interest at 10% per annum
(Settled
on its due date)
|
- | 42,368 | ||||||||
Due
September 26, 2010 interest at 6% per annum
|
84,505 | - | ||||||||
Due
December 24, 2010 interest at 10% per annum
|
98,308 | - | ||||||||
Due
May 4, 2011 interest at 14.36% per annum
|
373,058 | - | ||||||||
Due
May 4, 2011 interest at 12% per annum
|
140,998 | - | ||||||||
Subtotal
|
696,869 | 173,855 | ||||||||
Notes
payable to related individuals:
|
||||||||||
Due
May 12, 2010, interest at 5.76% per annum
(Settled
on its due date)
|
(a)
|
- | 29,219 | |||||||
Due
May 12, 2010, interest at 5.76% per annum
(Settled
on its due date)
|
(a)
|
- | 32,466 | |||||||
Due
December 30, 2009, interest at 10% per annum
(Settled
on its due date)
|
(b)
|
- | 94,963 | |||||||
Due
July 1, 2010, interest at 7.28% per annum
(Settled
on its due date)
|
(b)
|
77,843 | - | |||||||
Due
December 24, 2010, interest at 10% per annum
|
(b)
|
95,467 | - | |||||||
Due
May 2, 2011, interest at 6% per annum
|
(b)
|
31,240 | - | |||||||
Due
June 30, 2011, interest at 6.91% per annum
|
(b)
|
80,930 | - | |||||||
Due
June 30, 2011, interest at 5.76% per annum
|
(a)
|
32,638 | - | |||||||
Subtotal
|
318,118 | 156,648 | ||||||||
Bank
acceptance notes:
|
||||||||||
Due
August 2, 2009 (Settled on its due date)
|
- | 438,293 | ||||||||
Subtotal
|
- | 438,293 | ||||||||
Total
|
$ | 1,014,987 | $ | 768,796 |
(a)
|
The
notes are or were due to Mr. Liu Dianjun, a director, beneficial
shareholder and officer of the Company. The current balance represents a
loan to the Company which is
unsecured.
|
(b)
|
This
note is due to Mr. Li Zengshan, a director, beneficial shareholder and
officer of the Company. The current balances represent loans to the
Company which are unsecured.
|
Notes
payable to an unrelated individual are unsecured.
F-29
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE 13 – LONG
-TERM NOTES PAYABLE TO RELATED PARTIES
Long-term
notes payable consists of the following:
June 30,
2010
|
June 30,
2009
|
|||||||||
Notes
payable to related individuals:
|
||||||||||
Due
May 12, 2013, interest at 5.76% per annum (Settled in
advance)
|
(a)
|
- | 76,505 | |||||||
Due
May 12, 2012, monthly interest payment is 5.76% per annum. Principal is
repaid every month in 108 equal installments from May 15,
2003.
|
(a)
|
29,918 | 55,861 | |||||||
Due
August 4, 2014, monthly interest payment is 6.91% per annum. Principal is
repaid every month in 60 equal installments from August 4,
2009.
|
(b)
|
$ | 296,380 | $ | - | |||||
Total
|
$ | 326,298 | $ | 132,366 |
(a)
|
The
current note is due to Mr. Liu Dianjun, a director, beneficial shareholder
and officer of the Company. The balance represents a loan to the Company
to support business operations.
|
(b)
|
This
note is due to Mr. Li Zengshan, a director, beneficial shareholder and
officer of the Company. The balance represents a loan to the Company to
support business operations.
|
Notes
payable to related individuals are unsecured.
NOTE
14 – TAXES
(a) Corporation
Income Tax (“CIT”)
On March
16, 2007, the National People’s Congress of China approved the Corporate Income
Tax Law of the People’s Republic of China (the “new CIT law”), which went into
effective on January 1, 2008. In accordance with the relevant tax laws and
regulations of PRC, the applicable corporate income tax rate for Hengyuan is
25%. In 2010 and 2009, Jinma and Huaxin were defined by the local tax
bureau as tax payers subject to the “Verification Collection” method, according
to which the amount of income taxes paid is determined by the local tax bureau
based on certain criteria instead of applying the CIT rate of 25%. Therefore,
the amount of income tax assessed for Jinma and Huaxin under this Verification
Collection method differed from the normal computation by applying the CIT rate
of 25%.
Effective
January 1, 2007, the Company adopted ASC 740-10, Accounting for Uncertainty in
Income Taxes (formerly "FIN 48", an interpretation of FASB statement No. 109),
Accounting for Income Taxes. The interpretation addresses the determination of
whether tax benefits claimed or expected to be claimed on a tax return should be
recorded in the financial statements.
F-30
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE 14 – TAXES
(CONTINUED)
Under ASC
740-10, the Company may recognize the tax benefit from an uncertain tax position
only if it is more likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the financial statements from such a
position should be measured based on the largest benefit that has a greater than
fifty percent likelihood of being realized upon ultimate settlement. ASC 740-10
also provides guidance on de-recognition, classification, interest and penalties
on income taxes, accounting in interim periods and requires increased
disclosures. As of June 30, 2010, the Company does not have a liability for
unrecognized tax benefits.
The
Company’s income tax expense for the years ended June 30, 2010 and 2009 are
summarized as follows:
June
30,
2010
|
June
30,
2009
|
|
||||||
Current:
|
||||||||
Provision
for CIT
|
$ | 1,561,409 | $ | 1,935,225 | ||||
Deferred:
|
||||||||
Provision
for CIT
|
(990 | ) | 11,713 | |||||
Income
tax expense
|
$ | 1,560,419 | $ | 1,946,938 |
The
Company’s income tax expense differs from the “expected” tax expense for the
years ended June 30, 2010 and 2009 (computed by applying the CIT rate of 25%
percent to income before income taxes) as follows:
June 30,
2010
|
June 30,
2009
|
|||||||
Computed
“expected” expense
|
$ | 5,368,728 | $ | 1,946,445 | ||||
Permanent
differences
|
(3,021,289 | ) | 493 | |||||
Favourable
tax rates
|
(787,020 | ) | - | |||||
Income
tax expense
|
$ | 1,560,419 | $ | 1,946,938 |
F-31
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE 14 – TAXES
(CONTINUED)
The tax
effects of temporary differences that give rise to the Company’s net deferred
tax assets and liabilities as of June 30, 2010 and 2009 are as
follows:
June 30,
2010
|
June 30,
2009
|
|||||||
Deferred
tax assets:
|
||||||||
Current
portion:
|
||||||||
Sales
|
$ | - | $ | 15,621 | ||||
Bad
debt provision
|
24,174 | 20,694 | ||||||
Expenses
|
76,720 | 54,703 | ||||||
Subtotal
|
$ | 100,894 | $ | 91,018 | ||||
Deferred
tax liabilities:
|
||||||||
Current
portion:
|
||||||||
Sales
cut-off
|
$ | (31,596 | ) | $ | (19,065 | ) | ||
Others
|
(21,850 | ) | (19,218 | ) | ||||
Subtotal
|
(53,446 | ) | (38,283 | ) | ||||
Net
deferred tax assets - current portion
|
47,448 | 52,735 | ||||||
Deferred
tax assets:
|
||||||||
Non-current
portion:
|
||||||||
Depreciation
|
118,448 | 99,921 | ||||||
Amortization
|
10,601 | 22,851 | ||||||
Subtotal
|
129,049 | 122,772 | ||||||
Net
deferred tax assets - non-current portion
|
129,049 | 122,772 | ||||||
Total
net deferred tax assets
|
$ | 176,497 | $ | 175,507 |
F-32
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE 14 – TAXES
(CONTINUED)
(b)
|
Tax
Holiday Effect
|
For the
years ended June 30, 2010 and 2009 the PRC corporate income tax rate was 25%.
Certain subsidiaries of the Company are entitled to favorable tax rates for the
years ended June 30, 2010 and 2009.
The pro
forma combined effects of the favorable tax rates available to the Company for
the years ended June 30, 2010 and 2009 are as follows:
For
the Years Ended
June 30,
|
||||||||
2010
|
2009
|
|||||||
Tax
holiday effect
|
$ | 787,020 | $ | - | ||||
Basic
net income per share effect
|
$ | 0.015 | $ | - |
The pro
forma effect for 2009 was immaterial since Jinma and Huaxin did not have taxable
income.
(c)
|
Value
Added Tax (“VAT”)
|
Enterprises
or individuals, who sell commodities, engage in repair and maintenance or import
or export goods in the PRC are subject to a value added tax in accordance with
Chinese Laws. The value added tax standard rate is 17% of the gross sale price
and the Company records its revenue net of VAT. A credit is available whereby
VAT paid on the purchases of semi-finished products or raw materials used in the
production of the Company’s finished products can be used to offset the VAT due
on the sales of the finished products.
On
January 1, 2002, the export policy of VAT "Exemption, Credit and Refund" began
to apply to all exports by manufacture-based enterprises. In accordance with
this policy, exported goods are exempted from output VAT and the input VAT
charged for purchases of the raw materials, components and power consumed for
the production of the exported goods may be refunded. The refund rates of diesel
engine related products applicable to the company are from 13% to
17%.
In the
year ended June 30, 2010, output VAT payable of $12,085,158 was exempted by the
local tax bureau resulting in a subsidy income of $12,085,158 which was
reflected in the accompanying consolidated statements of income and
comprehensive income for the year ended June 30, 2010. Also see Note
16.
The VAT
payable was $6,931,841 and $89,611 at June 30, 2010 and 2009,
respectively.
NOTE 15 –
DIVIDENDS
For the
years ended June 30, 2010 and 2009, the Company paid cash dividends of $92,072
and $3,990,235, respectively. Dividend payable relating to dividend declared
prior to July 1, 2009 were $0 and $92,072 at June 30, 2010 and 2009,
respectively. Of the total dividends payable, $45,668 was due to a related party
at June 30, 2009.
F-33
XINDE
TECHNOLOGY COMPANY
(FORMERLY
WASATCH FOOD SERVICES, INC.)
AND
SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30,
2010 AND 2009
NOTE 16 –
REFUNDABLE VALUE ADDED TAX
To honor
the Company’s continuous contribution to the local economy and its achievement
of becoming a United States public reporting company, the local tax bureau
exempted the Company’s output VAT payable of $12,085,158, which was recorded as
subsidy income in the accompanying consolidated statements of income and
comprehensive income for the year ended June 30, 2010. Also see Note 14
(c).
NOTE 17 –
CONTINGENCIES
On May
15, 2003, Hengyuan entered into a guarantee contract to serve as guarantor for
the bank loans borrowed by Mr. Liu Dianjun, a beneficial shareholder, director
and officer of the Company, from Industrial and Commercial Bank of China with a
guarantee amount of $62,557. Under this guarantee contract, a land use
right and an office building of Hengyuan were pledged for the bank loans. (Also
see Notes 9 and 10)
On August
4, 2009, Hengyuan entered into a guarantee contract to serve as guarantor for
bank loans borrowed by Mr. Li Zengshan, a beneficial shareholder, director and
officer of the Company, from the Industrial and Commercial Bank of China with a
guarantee amount of $377,310. Under this guarantee contract, a land use
right and an office building of Hengyuan were pledged for the bank loans. (Also
see Notes 9 and 10)
NOTE 18 –
COMMITMENT
The
Company has a capital commitment of approximately $575,562 for the construction
of the new production line in connection with the new plant as of June 30,
2010.
F-34
ITEM
9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES.
|
None.
(a)
Evaluation of Disclosure Controls and Procedures
We are
required to maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our reports under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Commission’s rules and forms, and that such information
is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer as appropriate, to allow timely decisions
regarding required disclosure.
In
connection with the preparation of this Report for the year ended June 30, 2010,
our management, under the supervision of the Chief Executive Officer and Chief
Financial Officer, conducted an evaluation of disclosure controls and
procedures. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control systems are met. Based on that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures were effective as of June 30, 2010.
(b) Management’s
Report on Internal Control Over Financial Reporting
Management
is responsible for establishing and maintaining adequate internal control
structure and procedures over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f)) under the Exchange Act. Our management
conducted an assessment of the effectiveness of our internal control over
financial reporting as of June 30, 2010 based on the framework set forth in
Internal Control — Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations. Internal
control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Because of such limitations, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our internal control over financial reporting as of June 30, 2010
were effective.
This
annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to certain rules of the Securities and Exchange
Commission that permit the Company to provide only management's report in this
annual report.
33
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
PART I –
Directors and Executive Officers
Set
forth below are the names of the Company’s directors, officers and significant
employees, their business experience during the last five years, their ages and
all positions and offices that they hold with the Company.
Name
|
Age
|
Position(s)
|
||||
Dianjun
Liu
|
52
|
President
and Chief Executive Officer, Director
|
||||
Chenglin
Wang
|
44
|
Chief
Financial Officer and Treasurer, Director
|
||||
Zengshang
Li
|
48
|
Vice-President,
Director
|
||||
Xin
Jin
|
42
|
Vice-President,
Director
|
||||
Miusi
Yang
|
27
|
Corporate
Secretary
|
||||
Weisheng
Cong
|
58
|
Director
|
||||
Beiping
Zhai
|
45
|
Director
|
||||
Jie
Liu
|
40
|
Director
|
||||
Yun
Hon Man
|
41
|
Director
|
||||
Wenxi
Wu
|
30
|
Director
|
Family
Relationships
None of our directors and officers are
directors or executive officers of any company that files reports with the SEC
except as set forth in the Biographies section below. No family relationships
exist between any of our directors and executive officers.
Term of Office
Each director is appointed for a one
year term to hold office or until his or her successor is duly elected and
qualified by the stockholders. Our officers are appointed by the Board and hold
office until removed by the Board.
Biographies of Officers and
Directors
Dianjun
Liu has served as the Chairman and General Manager of Weifang since
June 2008, and as the President, Chief Executive Officer and as a Director
of the Company since December 28, 2009. He earned an associate degree at Weifang
University and has sixteen years of work experience relevant to the operations
of Weifang. In December 2001, Mr. Liu established Weifang Hengyuan Oil
Pump and Nozzle Co., Ltd. and served as the Chairman and General Manager until
assuming his position with Weifang. Prior to December 2001, Mr. Liu
served as a director of the Economic Operation Section in the Office of
Mechanical and Electronic Industry in the Weifang people government.
Mr. Liu is a deputy of the Weicheng District People’s
Congress. Mr. Liu was granted an honorary doctorate from the Center
for Asia-Pacific Economic Research and Development.
Chenglin
Wang was appointed to serve as the Chief Financial Officer and Treasurer,
effective as of December 28, 2009, and as a director of the Registrant since
January 2010. He has served as the Chief Financial Officer of Weifang since
2007. Mr. Wang earned a Masters in Business Administration from Shandong
University in 2002. From 1992 through 2004, Mr. Wang was the Business
Director and General Accountnat at the Bank of China Dongguan Branch. From 1987
through 1992, Mr. Wang was the Vice Director of the Financial Department of
the Bank of China worked Weicheng Branch.
Zengshan
Li was appointed to serve as Vice President, effective as of December 28,
2009, and as a director of the Registrant since January 2010, and concurrently
serves as the Chairman and General Manager of Huaxin Diesel Engine Co., Ltd.
From July 1998 to 2003, Mr. Li was the Chairman and General manager of
Weifang Guangyuan Agricultural Machinery Sales Center Mr. Li earned his
college degree from Weifang College of Vocation, in 2002. Mr. Li held the
post of Mechanical Team Leader at Shouguang Garden Spot from
1994-1998.
34
Xin Jin
was appointed to serve as Vice President, effective as of the December 28, 2009,
and as a director of the Registrant since January 2010, and concurrently serves
as Chairman and General Manager of Jinma Diesel Engine Co., Ltd. Mr. Jin is
a deputy to the Weifang Municipal People’s Congress, and a member of the
Standing Committee of Weicheng District People’s Congress. Mr. Jin earned
his college diploma from the Shandong Broadcasting and Television University.
From 1996 through 2003, Mr. Jin served as General Manager a Weifang Sanya
Economic and Trade Development Co., Ltd.
Miusi Yang
acts as the Secretary of the Company. Ms. Yang earned a Masters in Finance
and Investment from the University Of Exeter, UK. Ms. Yang has also earned
CFA (level 1) certificate. From 2006 through 2009, Miss Yang worked as a
Teaching Assistant to the President of the School of Commerce, University of
Exeter in Exeter, United Kingdom.
Weisheng Cong
has served as a director of the Registrant since January 2010.
Mr. Cong is a senior engineer, who served as the technician in Mechanical
Board at former Changwei district since 1971 to 1984, head of technical
department in Bureau of Mechanical industry of Weifang city from 1984-1996, and
vice director of Bureau of Mechanical industry of Weifang city from 1996-2008.
He was a director of the Mechanical industry quality committee of Shandong
Providence.
Beiping Zhai
has served as a director of the Registrant since January 2010. Mr Zhai
graduated from Tianjing University, Internal Combustion Engine department and
earned his BSC in engine research there. He worked for Weifang Diesel Engine
Manufactory through August 1987 to 2004. Since June of 2004, the company
restructured and listed on the Shanghai stock exchange market. Mr. Zhai has
served the company as vice general engineer since that time.
Jie Liu
has served as a director of the Registrant since January 2010.
Ms. Liu was majored in Accounting and graduated from Shandong University.
She was qualified as an accountant and served at Weifang Minxin Food service
Co., Ltd as CFO.
Yun Hon
Man has served as a director of the Registrant since January 2010. Mr.
Yun has served and continues to serve as a Corporate Consultant with Smart Pine
Investment Limited since September 2007, a consulting firm organized under the
laws of Hong Kong. Mr. Yun also serves as a Director of CH Lighting
International Corporation (OTCBB: CHHN) since July 28, 2008 and as a Director of
Chisen Electric Corporation (OTCBB: CIEC) since November
2008. Mr. Yun also served as Chief Operating Officer of China
INSOnline Corp. (NASDAQ: CHIO) from January 2008 through April 2010. Prior to
that, Mr. Yun served as Corporate Controller of Hi-Tech Wealth Inc. (n/k/a China
Mobile Media Technology, Inc.)(OTCBB: CHMO) from January 2007 through August
2007. From January 2003 through December 2006, Mr Yun served as Corporate
Controller of General Components, Inc. (n/k/a China Mobile Media Technology,
Inc.)(OTCBB: CHMO). Mr. Yun is a Chartered Accountant having memberships with
the Institute of Chartered Accountants in England and Wales. He is also a Fellow
Member of the Chartered Association of Certified Accountants. He is a member of
the Hong Kong Institute of Certified Public Accountants, the Association of
International Accountants, the Society of Registered Financial Planners, the
Institute of Financial Accountants and the Institute of Crisis and Risk
Management. Mr. Yun received his MBA at the University of Western Sydney in
2007.
Wenxi Wu
has served as a director of the Registrant since January 2010.
Ms. Wu graduated in Economy and management from National Technical
University of Ukraine and earned her Master degree there. She is qualified as
senior economist and served as office secretary in Industrial & Commercial
Bank of China, Chengdong branch of Weifang city from 2003 to 2004. Afterwards
she attained the same responsibility for the Henan Yugang group
company.
Director
Qualifications and Experience
The following table identifies some of
the experience, qualifications, attributes and skills that the Board considered
in making its decision to appoint and nominate directors to our Board. This
information supplements the biographical information provided above. The
vertical axis displays the primary factors reviewed by the Board in evaluating a
Board candidate:
35
Experience,
Qualification,
Skill or
Attribute
|
Dianjun
Liu
|
Chenglin
Wang
|
Zengshang
Li
|
Xin
Jin
|
Weishang
Cong
|
Beiping
Zhai
|
Jie
Liu
|
Yun
Hon
Man
|
Wenxi
Wu
|
|||||||||
Professional
Standing in Chosen Field
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|||||||||
Expertise
in Engine/Generator or Related Field
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|||||||||||
Expertise
in Technology or Related Industry
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|||||||||||
Audit
Committee Financial Expert (actual or potential)
|
X
|
X
|
||||||||||||||||
Civic
and Community Involvement
|
X
|
X
|
X
|
X
|
X
|
|||||||||||||
Other
Public Company Experience
|
X
|
|||||||||||||||||
Diversity
by Race, Gender or Culture
|
||||||||||||||||||
Specific
Skills/Knowledge
|
||||||||||||||||||
-
Engines
|
X
|
X
|
X
|
X
|
X
|
|||||||||||||
-
Fuel Injection
|
X
|
|||||||||||||||||
-
Generators
|
X
|
X
|
||||||||||||||||
-
Governance
|
X
|
X
|
X
|
X
|
Legal Proceedings Involving Officers
and Directors
None of the members of the Board or
other executives has been involved in any bankruptcy proceedings, criminal
proceedings, any proceeding involving any possibility of enjoining or suspending
members of our Board or other executives from engaging in any business,
securities or banking activities, and have not been found to have violated, nor
been accused of having violated, any federal or state securities or commodities
laws. In addition, in the last ten years, none of the members of the Board or
other executives have been a party to any judicial or administrative proceedings
(i) resulting from involvement in mail or wire fraud or fraud in connection with
any business entity, or (ii) based on violations of federal or state securities,
commodities, banking or insurance laws and regulations, or any settlement to
such actions other than settlements of civil proceedings among private parties;
and, none have incurred disciplinary sanctions or orders imposed by stock,
commodities or derivatives exchanges or other self-regulatory
organizations.
Compliance with Section 16(A) of the
Exchange Act
Section 16(a) of the Exchange Act
requires a company’s officers and directors, and persons who own more than ten
percent (10%) of a registered class of the Registrant’s equity securities, to
file reports of ownership and changes in ownership with the SEC. Officers,
directors, and greater than ten percent (10%) stockholders are required by SEC
regulation to furnish the Registrant with copies of all Section 16(a) forms they
file.
36
To the Registrant’s knowledge, based
solely on a review of the copies of such reports furnished to the Registrant, we
believe that all reports under Section 16(a) required to be filed by its
officers and directors and greater than ten percent (10%) beneficial owners were
timely filed except
that (1) each of Wenxi Wu, Yun Hon Man, Jie Liu, Beiping Zhai, Weisheng Cong and
Miusi Yang filed one late Form 3 with respect to his or her status as a director
or officer of the Company, (2) each of Xin Jin, Zengshang Li and Dianjun Liu
filed one late Form 3 with respect to his status as a director, officer and
beneficial shareholder, and (3) prior to the end of the fiscal year, Welldone
Pacific Limited did not file a Form 3 with respect to its status as a greater
than ten percent (10%) shareholder.
Committees
of our Board of Directors
The Board has an Audit Committee, a
Compensation Committee, a Corporate Governance and Nominating Committee and a
Disclosure Policy Committee established in accordance with the Exchange Act and
NASDAQ rules. The Board adopted charters for each of these committees on
September 16, 2010. A brief description of each committee is set forth
below.
Audit Committee
The purpose of the Audit Committee is
to provide assistance to our Board in fulfilling its oversight responsibilities
relating to our consolidated financial statements and financial reporting
process and internal controls in consultation with our independent registered
public accountants and internal auditors. The Audit Committee is also
responsible for ensuring that the independent registered accountants submit a
formal written statement ot use regarding relationship and services which may
affect the auditor’s objectivity and independence. Currently, Beiping Zhai, Jie
Liu, Wenxi Wu and Yun Hon Man to serve as members of the Audit Committee as
appointed by the Board, with Yun Hon Man serving as Chairman. Our Audit
Committee financial expert is Yun Hon Man.
Corporate Governance and Nominating
Committee
The purpose of the Corporate Governance
and Nominating Committee is to review the composition and evaluate the
performance of the Board, recommend persons for election to the Board and
evaluate director compensation. The Nominating Committee is also
responsible for reviewing the composition of committees of the Board and
recommending persons to be members of such committees, and maintaining
compliance of committee membership with applicable regulatory
requirements. The Company does not have a formal diversity policy.
Although the Board does not currently have formal specific minimum criteria for
nominees, substantial relevant and diverse business and industry experience
would generally be considered important qualifying criteria, as would the
ability to attend and prepare for Board and shareholder
meetings. We have not adopted procedures by which security
holders may recommend nominees to our Board of Directors. Currently, Beiping
Zhai, Jie Liu and Wenxi Wu serve as members of the Corporate Governance and
Nominating Committee, with Jie Liu serving as Chairman.
Compensation
Committee
The purpose of the Compensation
Committee is to review and make recommendations to our Board regarding all forms
of compensation to be provided to our executive officers and directors,
including stock compensation and loans, and all bonus and stock compensation to
all employees. Currently, Jie Liu, Weisheng Cong and Yun Hon Man
serve as members of the Compensation Committee, with Weisheng Cong serving as
Chairman.
Disclosure Policy
Committee
The purpose of the Disclosure Policy
Committee is to ensure that communications to the investing public about the
Company are timely and factually accurate, and disseminated in accordance with
all regulatory and legal requirements. The Disclosure Policy Committee always
consists of the Company’s then-current Chief Executive Officer, Chief Financial
Officer and Corporate Secretary.
37
Code of Business Conduct and
Ethics
The Company adopted a Code of Business
Conduct and Ethics on September 16, 2010 that applies to the Company’s principal
executive officer, principal financial officer, and principal accounting
officer, as well as the employees of the Company. The Code of Business Conduct
and Ethics is incorporated herein by reference to Exhibit 14.1 of this
Report. The Company also adopted a Related Person Transaction Policy on
September 16, 2010 which sets forth protocols and procedures with respect to the
Company’s treatment of related person transactions.
ITEM
11. EXECUTIVE COMPENSATION
The following table sets forth
compensation information for services rendered by certain of our former
executive officers prior to the Exchange in all capacities during the last two
(2) completed fiscal years and compensation information for our current officers
and directors. The following information includes the U.S. dollar value of base
salaries, bonus awards, the number of stock options granted and certain other
compensation, if any, whether paid or deferred.
Summary
Compensation Table
Non-
|
||||||||||||||||||||||||||||||||||
Non-Equity
|
qualified
|
|||||||||||||||||||||||||||||||||
Incentive
|
Deferred
|
|||||||||||||||||||||||||||||||||
Plan
|
Compen-
|
All Other
|
||||||||||||||||||||||||||||||||
Name And
|
Stock
|
Option
|
Compen-
|
sation
|
Compen-
|
|||||||||||||||||||||||||||||
Principal Function
|
Year
|
Salary
|
Bonus
|
Awards
|
Awards
|
sation
|
Earnings
|
sation
|
Total
|
|||||||||||||||||||||||||
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
|||||||||||||||||||||||||||
Ben
Peay, Former Officer (1)
|
2008
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||
2009
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||||||||
Megan
Overton, Former Officer
|
2008
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||
2009
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||||||||
Dianjun
Liu, CEO(2)
|
2008
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 22,100 | $ | 22,100 | |||||||||||||||||||||||
2009
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 22,100 | $ | 22,100 | ||||||||||||||||||||||||
Chenglin
Wang, CFO(2)
|
2008
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 14,700 | $ | 14,700 | |||||||||||||||||||||||
2009
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 14,700 | $ | 14,700 | ||||||||||||||||||||||||
Zengshang
Li, VP (2)
|
2008
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 22,100 | $ | 22,100 | |||||||||||||||||||||||
2009
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 17,600 | $ | 17,600 | ||||||||||||||||||||||||
Xin
Jin, VP(2)
|
2008
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 22,100 | $ | 22,100 | |||||||||||||||||||||||
2009
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 22,100 | $ | 22,100 | ||||||||||||||||||||||||
Cong
Weisheng, Director
|
2008
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 17,600 | $ | 17,600 | |||||||||||||||||||||||
2009
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 17,600 | $ | 17,600 | ||||||||||||||||||||||||
Zhai
Beiping, Director
|
2008
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 10,300 | $ | 10,300 | |||||||||||||||||||||||
2009
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 10,300 | $ | 10,300 | ||||||||||||||||||||||||
Liu
Jie, Director
|
2008
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 10,300 | $ | 10,300 | |||||||||||||||||||||||
2009
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 10,300 | $ | 10,300 | ||||||||||||||||||||||||
Yon
Hon Man, Director
|
2008
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 10,300 | $ | 10,300 | |||||||||||||||||||||||
2009
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 10,300 | $ | 10,300 | ||||||||||||||||||||||||
Wu
Wenxi, Director
|
2008
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 10,300 | $ | 10,300 | |||||||||||||||||||||||
2009
|
-0- | -0- | -0- | -0- | -0- | -0- | $ | 10,300 | $ | 10,300 |
(1)
|
The
registrant’s consolidated financial statements include services
contributed to capital by Mr. Peay in the amount of $7,200 during
2008. Such amount was computed based on the estimated hours incurred by
Mr. Peay at an hourly rate of
$60.
|
(2)
|
Amounts
recorded under “All Other Compensation” represent perquisites related to
such individuals representing the Company in public and participating in
planning events prior to the
Exchange.
|
38
As of September 25, 2010, the Company
did not have any “Grants of Plan-Based Awards”, “Outstanding Equity Awards”,
“Option Exercises and Stock Vested”, “Pension Benefits”, “Nonqualified Defined
Contribution and Other Nonqualified Deferred Compensation Plans” or “Potential
Payments Upon Termination or Change in Control” to report.
Executive and Director
Compensation
The Company has not granted its
officers or directors any stock options, stock awards or other forms of equity
compensation. The Company does not currently provide its officers or directors
with medical insurance or other similar employee benefits, although it may do so
in the future. The Company does not have any retirement, pension, profit
sharing, or insurance or medical reimbursement plans covering its officers or
directors, although it may do so in the future.
Employment
Agreements
The Company has entered into employment
agreements with Dianjun Liu, Chenglin Wang, Xin Jin, and Zengshan Li. Huaxin,
Hengyuan and Jinma have labor contracts with each employee as required by law in
the PRC. The labor contract mainly includes working content, contract period,
working time, payment and other terms.
Benefit Plans
The Company has no stock option,
retirement, pension or profit-sharing programs for the benefit of its directors,
officers or other employees; however our Board may recommend the adoption of one
or more such programs in the future.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following table sets forth each person known by us to be the beneficial owner of
five percent (5%) or more of our Common Stock, all directors individually and
all directors and officers of the Company as a group as of September 25,
2010. Each person named below has sole voting and investment power
with respect to the shares shown unless otherwise indicated.
Name and Address of Beneficial Owner(1)
|
Total Beneficial Ownership
|
Percentage of Class(2)
|
||||||
Dianjun
Liu, President, CEO & Director(3)
|
20,664,000 | 34.44 | % | |||||
Chenglin
Wang, CFO, Treasurer & Director(4)
|
1,201,200 | 2 | % | |||||
Zengshang
Li, Vice President, Director(5)
|
7,639,800 | 12.73 | % | |||||
Xin
Jin, Vice President, Director(6)
|
7,639,800 | 12.73 | % | |||||
Miusi
Yang, Corporate Secretary
|
0 | 0 | % | |||||
Weisheng
Cong, Director
|
0 | 0 | % | |||||
Beiping
Zhai, Director
|
0 | 0 | % | |||||
Jie
Liu, Director
|
0 | 0 | % | |||||
Yun
Hon Man, Director
|
0 | 0 | % | |||||
Wenxi
Wu, Director
|
0 | 0 | % | |||||
All
DIRECTORS AND OFFICERS AS A GROUP (10 PERSONS):
|
37,144,800 | 61.91 | % | |||||
Welldone
Pacific Limited
Room
42, 4/F New Henry House
10
Ice House Street
Central,
Hong Kong(7)
|
42,000,000 | 70 | % | |||||
Best
Amigo Holding Ltd.
(8)
|
4,200,000 | 7 | % |
(1)
|
Unless otherwise noted, each
beneficial owner has the same address as the
Company.
|
39
(2)
|
Applicable percentage of
ownership is based on 60,000,000 shares of our Common Stock outstanding as
of September 25, 2010 together with securities exercisable or convertible
into shares of Common Stock within sixty days of September 25, 2010 for
each stockholder. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting or
investment power with respect to securities. Shares of Common
Stock are deemed to be beneficially owned by the person holding such
securities for the purpose of computing the percentage of ownership of
such person, but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person. Note
that affiliates are subject to Rule 144 and Insider trading regulations -
percentage computation is for form purposes
only.
|
(3)
|
Dianjun Liu directly owns 39.2%
of the voting capital stock of Welldone Pacific Limited (which owns
42,000,000 shares of Common Stock), which gives him indirect control over
16,464,000 shares of Common Stock. Mr. Liu also indirectly owns
10% of Welldone Pacific Limited as he is the sole owner of the capital
stock of Best Amigo Holding Ltd., which gives him indirect control over an
additional 4,200,000 shares of Common
Stock.
|
(4)
|
Chenglin Wang owns 2.86% of
Welldone Pacific Limited, which gives him indirect control over 1,201,200
shares of Common Stock.
|
(5)
|
Zengshang Li owns 18.9% of
Welldone Pacific Limited, which gives him indirect control over 7,639,800
shares of Common Stock.
|
(6)
|
Xin Jin owns 18.9% of Welldone
Pacific Limited, which gives him indirect control over 7,639,800 shares of
Common Stock.
|
(7)
|
Mr. Liu, the Company’s President,
Chief Executive Officer and director directly and indirectly holds
investment control over 49.2% of the voting capital stock of Welldone
Pacific Limited. Zengshang Li and Xin Jin, directors of the Company, each
have investment control over 18.9% of the voting capital stock of Welldone
Pacific Limited. Chenglin Wang, the Company’s Chief Financial Officer,
Treasurer and director holds investment control over 2.86% of the voting
capital stock of Welldone Pacific
Limited.
|
(8)
|
Best Amigo Holding Ltd. owns 10%
of the voting capital stock of Welldone Pacific Limited, which gives it
indirect control over 4,200,000 shares of Common Stock. Mr. Liu, the
Company’s President, Chief Executive Officer and director is the sole
stockholder of Best Amigo Holding Ltd. As the sole stockholder of Best
Amigo Holding Ltd., Mr. Liu is deemed to have investment control over Best
Amigo Holding Ltd.
|
Change
in Control
On December 28, 2009, the Company
entered into a share exchange agreement with Jolly and the sole stockholder of
Jolly, Welldone. As a result of the Exchange, the Company acquired
all of the issued and outstanding securities of Jolly from Welldone in exchange
for forty-two million (42,000,000) newly-issued shares of Common
Stock. Immediately following the Exchange, Welldone owned seventy
percent (70%) of the sixty million (60,000,000) issued and outstanding shares of
voting capital stock of the Company, and as such, may be deemed to have control
of the Company due to such ownership. Welldone did not assume such
control from any identifiable person or entity.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Related
Party Transactions
As of June 30, 2010, the Company owed
to Dianjun Liu (President, CEO and Director) $342,994, which balance represents
money advanced from him to the Company which is interest-free, unsecured and has
no fixed repayment term. Also, an outstanding note, due May 12, 2012, is owed to
Dianjun Liu by the Company for his support of business operations, such note
having an outstanding balance of $29,918 as of June 30, 2010.
40
As of June 30, 2010, the Company owed
to Zengshan Li (Vice President and Director) $23,612, which balance represents
business related expenses paid by him on behalf of the Company. The balance is
interest-free, unsecured and has no fixed repayment term. Also, an outstanding
note, due August 4, 2014, is owed to Zengshan Li by the Company for his support
of business operations, such note having an outstanding balance of $296,380 as
of June 30, 2010.
As of June 30, 2010, the Company owed
to Qixiu Zhang, the mother of Xin Jin (Vice President and Director), $32,312,
which balance represents business related expenses paid by her on behalf of the
Company, which are interest-free, unsecured and have no fixed repayment
term.
As of June 30, 2010, the Company owed
to Wei Jin, the brother of Xin Jin (Vice President and Director), $14,218, which
balance represents money advanced from him to the Company which is
interest-free, unsecured and has no fixed repayment terms.
As of June 30, 2010, the Company was
owed from employees $131,400 which balance represents money advanced for
business related purposes only, which is interest-free, unsecured and
has no fixed repayment terms.
As of June 30, 2010, the Company owed
to employees $98,550, which balance represents amounts related to expenses paid
by sales personnel on behalf of the Company.
On May 15, 2003, Hengyuan entered into
a guarantee contract to serve as guarantor for the bank loans borrowed by
Dianjun Liu from Industrial and Commercial Bank of China with a guarantee amount
of $62,557. Under this guarantee contract, a land use right and an office
building of Hengyuan were pledged for the bank loans.
On August 4, 2009, Hengyuan entered
into a guarantee contract to serve as guarantor for bank loans borrowed by
Zengshan Li from the Industrial and Commercial Bank of China with a guarantee
amount of $377,310. Under this guarantee contract, a land use right and an
office building of Hengyuan were pledged for the bank loans.
Director
Independence
Currently, the Company has the five
following independent directors: Weisheng Cong, Beiping Zhai, Jie Liu, Wenxi Wu
and Yun Hon Man.
ITEM
14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
Audit
and Audit-Related Fees
The aggregate fees billed by our
independent auditors, CPA Weinberg, for the audit of our annual consolidated
financial statements for the years ended June 30, 2010 and 2009 and for the
review of our quarterly financial statements during 2010 was $385,250. Our
auditors did not provide any tax compliance or planning services or any services
other than those described above. The aggregate fees billed by our principal
auditors for the audit of our annual consolidated financial statements for the
years ended June 30, 2009 and 2008 and for the review of our quarterly financial
statements during 2009 was $175,250. Our auditors did not provide any tax
compliance or planning services or any services other than those described
above.
Audit
Committee Pre-approval
The policy of the Audit Committee is to
pre-approve all audit and non-audit services provided by the independent
accountants. These services may include audit services, audit-related services,
tax fees, and other services. Pre-approval is generally provided for up to one
year and any pre-approval is detailed as to the particular service or category
of services. The Audit Committee has delegated pre-approval authority to certain
committee members when expedition of services is necessary. The independent
accountants and management are required to periodically report to the full Audit
Committee regarding the extent of services provided by the independent
accountants in accordance with this pre-approval delegation, and the fees for
the services performed to date. All of the services described above in this Item
14 were approved in advance by the Board of Directors during the fiscal year
ended June 30, 2010, which, at the time of such approval, performed all of the
functions of an Audit Committee in light of the subsequent formal creation of
the Company’s existing Audit Committee and adoption of the Audit Committee’s
Charter in September 2010.
41
PART
IV
ITEM
15. EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.
(a)
Financial Statements and Schedules
The financial statements are set forth
under Item 8 of this Annual Report on Form 10-K. Financial statement schedules
have been omitted because they are either not required, not applicable, or the
information is otherwise included.
2.1
|
Share
Exchange Agreement, dated December 28, 2009, by and between the Company,
Jolly Promise Limited and Welldone Pacific Limited
|
Incorporated
by reference to Exhibit 2.1 to the Company’s Current Report on
Form 8-K as filed with the SEC on December 29, 2009
|
||
3.1
|
Articles
of Incorporation of the Company
|
Incorporated
by reference to Exhibit 3.1 to the Company’s General Form for Registration
of Securities on Form 10 as filed with the SEC on May 15,
2009
|
||
3.2
|
Amended
and Restated Bylaws of the Company
|
Incorporated
by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as
filed with the SEC on September 21, 2010
|
||
3.3
|
Memorandum
and Articles of Association of Jolly Promise Limited, dated July 2,
2008
|
Incorporated
by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K as
filed with the SEC on December 29, 2009
|
||
3.4
|
Certificate
of Incorporation of Jolly Promise Limited
|
Incorporated
by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K as
filed with the SEC on December 29, 2009
|
||
10.1
|
Stock
Purchase Agreement between Shaun Carter and the company dated
December 28, 2009
|
Incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
as filed with the SEC on December 29, 2009
|
||
14.1
|
Code
of Business Conduct and Ethics
|
Incorporated
by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K
as filed with the SEC on September 21, 2010
|
||
16.1
|
Letter
Regarding Change in Certifying Accountant
|
Incorporated
by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K
as filed with the SEC on February 9, 2010
|
||
21
|
List
of Subsidiaries of the Company
|
Incorporated
by reference to Exhibit 21 to the Company’s Current Report on Form 8-K as
filed with the SEC on December 29, 2009
|
||
22
|
Published
Report Regarding Matter Submitted to Vote of Security Holders Regarding
Name Change of the Company
|
Incorporated
by reference to the Company’s Current Report on Form 8-K as field with the
SEC on April 28, 2010
|
||
23.1 | Consent of K.P. Cheng & Co. |
Provided
herewith
|
||
31.1
|
Certifications
of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
Provided
herewith
|
||
31.2
|
Certifications
of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
Provided
herewith
|
42
32.1
|
Certification
Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
the Sarbanes-Oxley Act Of 2002
|
Provided
herewith
|
||
32.2
|
Certification
Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
the Sarbanes-Oxley Act Of 2002
|
Provided
herewith
|
||
99.1
|
Audit
Committee Charter
|
Incorporated
by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K
as filed with the SEC on September 21, 2010
|
||
99.2
|
Compensation
Committee Charter
|
Incorporated
by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K
as filed with the SEC on September 21, 2010
|
||
99.3
|
Corporate
Governance and Nominating Committee Charter
|
Incorporated
by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K
as filed with the SEC on September 21, 2010
|
||
99.4
|
Related
Person Transaction Policy
|
Incorporated
by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K
as filed with the SEC on September 21, 2010
|
||
99.5
|
Written
Disclosure Policy
|
Provided
herewith
|
43
SIGNATURES
Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: September
28, 2010
|
By:
|
/s/ Dianjun Liu
|
|
Name:
Dianjun Liu
|
|||
Its:
President, Chief Executive Officer and Principal Executive
Officer
|
Date: September
28, 2010
|
By:
|
/s/
Chenglin Wang
|
|
Name:
Chenglin Wang
|
|||
Its:
Chief Financial Officer, Corporate Secretary, and Principal Financial and
Accounting Officer
|
In
accordance with the requirement of the Securities and Exchange Act of 1934, this
Annual Report has been signed by the following persons on behalf of the
registrant and in the capacities indicated on the dates indicated.
/s/
Dianjun Liu
|
Chairman
of the Board, Chief Executive Officer (Principal
Executive Officer)
|
September
28, 2010
|
||
/s/
Chenglin Wang
|
Chief
Financial Officer and Treasurer, Director
|
September
28, 2010
|
||
/s/
Zengshang Li
|
VP,
Director
|
September
28, 2010
|
||
/s/
Xin Jin
|
VP,
Director
|
September
28, 2010
|
||
/s/
Beiping Zhai
|
Director
|
September
28, 2010
|
||
44