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EX-10.2 - ANV SECURITY GROUP INC. | v206879_ex10-2.htm |
EX-23.1 - ANV SECURITY GROUP INC. | v206879_ex23-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K-A/2
CURRENT
REPORT
PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (date of earliest event reported) December 24, 2009
ANV
SECURITY GROUP, INC.
(Exact
name of Registrant as specified in its charter)
Nevada
|
000-53802
|
13-3089537
|
(State
or other jurisdiction
|
(Commission
File number)
|
(IRS
Employer
|
of
incorporation or organization)
|
Identification
No.)
|
2nd
Floor, Tower B, Jiada R&D Building, No 5, Songpingshan Road, Shenzen, China
518057
(Address of principal executive offices) (Zip Code)
(Address of principal executive offices) (Zip Code)
0086-755-86656426
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Address If Changed since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation for the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
ITEM 1.01
ENTRY INTO A MATERIAL DEFINITVE AGREEMENT.
On
December 24, 2009, ANV Security Group, Inc. (the “Company”) entered into an
agreement (the “Initial Angesi Agreement”) to acquire all of the issued and
outstanding stock of Shenzhen Angesi Technology, Co. (“Angesi”) which later
changed its name to ANV Security Technology (China) Co. Ltd. and certain
affiliated entities for 32 million shares from its owners. Due to the
requirements for certain government approvals and the extent of the parties
mutual due diligence the closing could not be held until September 30,
2010. At the closing, under a revised agreement (the “Revised Angesi
Agreement”), the Company acquired Angesi’s manufacturing facility and operation,
but not its affiliated marketing companies, for 15 million shares of common
stock. The Revised Angesi Agreement is filed as an exhibit
hereto. The revised agreement provides, among other things, that the
former shareholders of Angesi may be required to return a portion of those
shares in the event certain earnings and performance targets are not
met. Angesi is now a Company subsidiary engaged in the business of
developing, manufacturing and marketing video cameras in China.
The
foregoing does not constitute a full statement of the terms of the Revised
Angesi Agreement. An English translation of the Revised Angesi Agreement is
filed as an exhibit to this report. Reference is made to such exhibit for a full
description of the rights and obligations of the parties under that
agreement. The reader should be aware that discrepancy between the
English translation and the actual contract in Chinese will be resolved in favor
of the contract in Chinese.
ITEM 9.
FINANCIAL STATEMENTS AND EXHIBITS.
(a)
|
Financial
Statements of Business Acquired
|
Included
herein.
(b)
|
Pro-Forma
Financial Information
|
Included
herein.
(c)
|
Exhibits
|
ANV Security Technology
(China) Co., Ltd.
Audited Financial
Statements
September 30, 2010, December
31, 2009 and 2008
Report
of Independent Registered Public Accounting Firm
|
F-1
|
Balance
Sheets
|
F-2
|
Statements
of Operations
|
F-3
|
Statement
of Changes in Stockholders’ Equity (Deficit)
|
F-4
|
Statements
of Cash Flows
|
F-5
|
Notes
to Financial Statements
|
F-6
|
Stan
J.H. Lee, CPA
2160
North Central Rd Suite 203 t Fort Lee t NJ 07024
P.O. Box
436402t
San Ysidrot
CA 92143-9402
619-623-7799
t Fax 619-564-3408 t stan2u@gmail.com
Report of Independent
Registered Public Accounting Firm
To the
Board of Directors and Stockholders of
ANV
Security Technology (China) Co. Ltd.
We have
audited the accompanying balance sheets of ANV Security Technology (China) Co.
Ltd. (the “Company”) as of September 30, 2010, December 31, 2009 and 2008 and
the related statements of operation, changes in shareholders’ equity (deficit)
and cash flows for the 9-months and fiscal years respectively ended. These
financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
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 financial position of ANV Security Technology (China) Co.
Ltd. as of September 30, 2010, December 31, 2009 and 2008 , and the results of
its operation and its cash flows for the periods aforementioned in conformity
with U.S. generally accepted accounting principles.
/s/
Stan J.H. Lee, CPA
|
|
Stan
J.H. Lee, CPA
|
|
Fort
Lee, NJ 07024
|
|
November
15, 2010
|
F-1
ANV
SECURITY TECHNOLOGY (CHINA) CO., LTD.
BALANCE
SHEETS
AS OF SEPTEMBER 30, 2010 AND
DECEMBER 31, 2009 & 2008
As of September 30,
|
As of December 31,
|
December 31,
|
||||||||||
2010
|
2009
|
2008
|
||||||||||
USD
|
USD
|
USD
|
||||||||||
ASSETS
|
||||||||||||
Current
assets
|
||||||||||||
Cash
and cash equivalents
|
$ | 110,446 | $ | 162,835 | $ | 69,304 | ||||||
Accounts
receivable, net
|
2,273,037 | 305,814 | 267,130 | |||||||||
Inventory
|
3,595,087 | 1,787,616 | 433,426 | |||||||||
Prepayments
and other receivables
|
613,709 | 291,363 | 160,336 | |||||||||
Amount
due from related parties
|
37,547 | -0- | 7,316 | |||||||||
Total
current assets
|
6,629,829 | 2,547,628 | 937,512 | |||||||||
Long-term
investment
|
-0- | -0- | 192,520 | |||||||||
Plant
and equipment, net
|
530,518 | 40,976 | 19,389 | |||||||||
Intangible
assets
|
9,836 | 11,215 | -0- | |||||||||
Deferred
tax assets
|
653,308 | 12,885 | 7,308 | |||||||||
Long-term
deferred expense
|
117,074 | 146,858 | -0- | |||||||||
Total
assets
|
$ | 7,940,565 | $ | 2,759,562 | $ | 1,156,729 | ||||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||||||
Current
liabilities
|
||||||||||||
Short-term
borrowings
|
-0- | $ | 275,329 | $ | -0- | |||||||
Accounts
payables
|
$ | 3,810,577 | 1,294,540 | 503,826 | ||||||||
Advance
from customer and other payable
|
647,926 | 820,730 | 319,768 | |||||||||
Accrued
income taxation
|
12,787 | 21,255 | 199 | |||||||||
Amount
due to related parties
|
105,034 | -0- | 170,396 | |||||||||
Due
to shareholders
|
-0- | 223,428 | 138,356 | |||||||||
Total
current liabilities
|
4,576,324 | 2,635,282 | 1,132,545 | |||||||||
Total
liability
|
4,576,324 | 2,635,282 | 1,132,545 | |||||||||
Commitments
and contingencies
|
||||||||||||
Shareholders’
equity
|
||||||||||||
Registered
capital
|
5,119,868 | 139,788 | 66,622 | |||||||||
Retained
earnings
|
-1,837,143 | -18,216 | -45,054 | |||||||||
Cumulative
translation adjustment
|
81,516 | 2,708 | 2,616 | |||||||||
Total
shareholders’ equity
|
3,364,241 | 124,280 | 24,184 | |||||||||
Total
liabilities and shareholders’ equity
|
$ | 7,940,565 | $ | 2,759,562 | $ | 1,156,729 |
See
Notes to Financial Statements
F-2
ANV
SECURITY TECHNOLOGY (CHINA) CO., LTD.
STATEMENTS
OF OPERATIONS
FOR THE 9-MONTHS PERIOD
ENDED SEPEMBER 30, 2010 AND YEAR ENDED DECEMBER 31, 2009 &
2008
9-Months ended
September 30, 2010
|
Year Ended December 31,
2009
|
Year Ended December 31,
2008
|
||||||||||
USD
|
USD
|
USD
|
||||||||||
Net
sales
|
$ | 12,359,732 | $ | 4,725,807 | $ | 1,843,083 | ||||||
Cost
of sales
|
-10,748,904 | -3,825,187 | -1,500,523 | |||||||||
Gross
profit
|
1,610,828 | 900,620 | 342,560 | |||||||||
Operating
expenses
|
||||||||||||
Selling
expenses
|
-673,595 | -217,499 | ||||||||||
Administrative
expenses
|
-3,353,688 | -635,974 | -357,211 | |||||||||
Total
operating expenses
|
-4,027,283 | -853,473 | -357,211 | |||||||||
Operating
income
|
-2,416,455 | 47,147 | -14,651 | |||||||||
Other
income/(expense)
|
||||||||||||
-
Interest expenses
|
-9,022 | -5,956 | -2,320 | |||||||||
-
Interest income
|
3,517 | 209 | 193 | |||||||||
-
Others, net
|
19,868 | 1,059 | -2,895 | |||||||||
Total
other income/(expense)
|
14,363 | -4,688 | -5,022 | |||||||||
Income
before income tax benefit/(expense)
|
-2,402,092 | 42,459 | -19,673 | |||||||||
Income
tax benefit/(expense)
|
583,165 | -15,621 | -1,764 | |||||||||
Net
income
|
$ | -1,818,927 | $ | 26,838 | $ | -21,437 | ||||||
Other
comprehensive income
|
||||||||||||
Foreign
currency translation gain
|
78,808 | 92 | 2,247 | |||||||||
Comprehensive
income
|
$ | -1,740,119 | $ | 26,930 | $ | -19,190 |
See
Notes to Financial Statements
F-3
ANV
SECURITY TECHNOLOGY (CHINA) CO., LTD.
STATEMENTS
OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE 9-MONTHS PERIOD
ENDED SEPTEMBER 30, 2010 AND YEAR ENDED DECEMBER 31, 2009 &
2008
Share Premium
|
Accumulated other
comprehensive income
|
Retained
earnings
|
Total
shareholders'
equity
|
|||||||||||||
USD
|
USD
|
USD
|
USD
|
|||||||||||||
Balance
as of January 1, 2008
|
66,622 | 369 | -23,617 | 43,374 | ||||||||||||
Net
income
|
-21,437 | -21,437 | ||||||||||||||
Foreign
currency translation adjustment
|
|
2,247 |
|
2,247 | ||||||||||||
Balance
as of December 31, 2008
|
66,622 | 2,616 | -45,054 | 24,184 | ||||||||||||
Paid-in
Capital by shareholders
|
73,166 | 73,166 | ||||||||||||||
Net
income
|
26,838 | 26,838 | ||||||||||||||
Foreign
currency translation adjustment
|
|
92 |
|
92 | ||||||||||||
Balance
as of December 31, 2009
|
139,788 | 2,708 | -18,216 | 124,280 | ||||||||||||
Paid-in
Capital by shareholders
|
4,980,080 | 4,980,080 | ||||||||||||||
Net
income
|
-1,818,927 | -1,818,927 | ||||||||||||||
Foreign
currency translation adjustment
|
|
78,808 |
|
78,808 | ||||||||||||
Balance
as of SEP 30, 2010
|
5,119,868 | 81,516 | -1,837,143 | 3,364,241 |
See
Notes to Financial Statements
F-4
ANV
SECURITY TECHNOLOGY (CHINA) CO., LTD.
STATEMENT
OF CASH FLOWS
FOR THE 9-MONTHS PERIOD
ENDED SEPTEMBER 30, 2010 AND DEC 31, 2009 & 2008
9-Months Ended
September 30,
2010
|
Year Ended
December 31,
2009
|
Year Ended
December 31,
2008
|
||||||||||
USD
|
USD
|
USD
|
||||||||||
Cash
flow from operating activities
|
||||||||||||
Net
income
|
-1,818,927 | 26,838 | -21,437 | |||||||||
Adjustments
to reconcile net income to net cash (used in)/provided by operating
activities
|
||||||||||||
-
Depreciation of property, plant and equipment
|
-153,296 | 5,979 | 1,737 | |||||||||
-
Amortization of intangible assets
|
1,819 | 801 | ||||||||||
-
Amortization of long-term deferred expense
|
-32,263 | 28,870 | ||||||||||
-
Bad debt expense
|
-2,029,360 | -8,939 | -21,750 | |||||||||
-
Inventory (Allowance for reduction of inventory to market)
|
-21,518 | -13,333 | -6,509 | |||||||||
Changes
in operating liabilities and assets:
|
||||||||||||
-
Accounts receivable
|
-272,445 | -36,662 | -253,538 | |||||||||
-
Inventories
|
-1,785,953 | -1,340,857 | -349,563 | |||||||||
-
Prepaid expenses and other current assets
|
-628,190 | -129,687 | -150,553 | |||||||||
-
Amounts due from related parties
|
-37,547 | 7,316 | -7,316 | |||||||||
-
Accounts payable
|
2,516,037 | 790,714 | 479,033 | |||||||||
-
Accrued expenses and other payables
|
-172,804 | 500,962 | 286,071 | |||||||||
-
Accrued income taxation
|
-8,468 | 21,056 | 199 | |||||||||
-
Amounts due to related parties
|
-118,394 | -85,324 | 308,752 | |||||||||
Net
cash provided by operating activities
|
-4,561,309 | -232,266 | 265,126 | |||||||||
Cash
flow from investing activities
|
||||||||||||
Payment
of Long-term deferred expense
|
-62,047 | -175,728 | ||||||||||
Payment
of property, plant and equipment
|
-336,246 | -27,566 | -17,296 | |||||||||
Payment
of land use rights
|
-440 | -12,016 | ||||||||||
Payment
of equity investment
|
-192,520 | |||||||||||
Proceeds
from taking back of equity investment
|
192,520 | |||||||||||
Net
cash used in investing activities
|
-274,639 | -22,790 | -209,816 | |||||||||
Cash
flow from financing activities
|
||||||||||||
Issuance
of share capital
|
4,980,080 | 73,166 | ||||||||||
Proceeds
from short-term bank loans
|
- | 292,903 | ||||||||||
Principal
payments of short-term bank loans
|
-275,329 | -17,574 | ||||||||||
Net
cash used in financing activities
|
4,704,751 | 348,495 | ||||||||||
Effect
of foreign exchange rate changes
|
78,808 | 92 | 2,247 | |||||||||
Net
increase in cash
|
-52,389 | 93,531 | 57,557 | |||||||||
Cash
|
||||||||||||
At
beginning of period/year
|
162,835 | 69,304 | 11,747 | |||||||||
At
end of year
|
110,446 | 162,835 | 69,304 | |||||||||
Supplemental
disclosure of cash flow information
|
||||||||||||
Cash
paid during the period/year for
|
||||||||||||
Interest
expense
|
9,022 | 6,015 | 2,424 | |||||||||
Income
taxes paid
|
38,271 | 145 | -0- |
See
Notes to Financial Statements
F-5
ANV
SECURITY TECHNOLOGY (CHINA) CO., LTD.
NOTES
TO THE FINANCIAL STATEMENTS
SEPEMBER 30, 2010 AND DECEMBER
31, 2009 & 2008
Note
1) Principal Activities and Organization
ANV
Security Technology (China) Co., Ltd (the “Company”), formerly known as Shenzhen
Angesi Technology Co., Ltd, the company was incorporated in Shenzhen, Guangdong
Province, People’s Republic of China on October 18, 2007. The company is
primarily engaged in the manufacturing and distributing of surveillance and
safety products and systems and developing surveillance and safety related
software in China.
History of the
Company
The
company was established as a limited liability company in October 2007 under
the laws of the PRC with an initial registered capital of RMB500,000 by Li
Tingyi (95% interest) and Liu Wengao(5% interest). In 2009, Liu
Wengao, an unaffiliated party, transferred all his equity interest in the
company to Jiang Xiu at cost. In 2009, the registered capital of the
company was increased to RMB1 million, of which RMB475,000 of the
increase was paid up by Li Tingyi (95%) and RMB25,000 was paid by Jiang Xiu
(5%).In 2010, the registered capital of the company was increased to
RMB35 million, of which RMB32,300,000 of the increase was paid up by
Li Tingyi (95%) and RMB1,700,000 was paid by Jiang Xiu (5%). On September
30,2010, Li Tingyi (95% interest) and Jiang Xiu(5% interest) transferred
all their equity interest in the company to ANV Security Group(Asian)Co., Ltd.
Since the date of such transfer, ANV Security Group(Asian)Co., Ltd has been the
owner of 100% of the paid-up capital of the company. On May 12, 2010, the
company name changed to ANV Security Technology (China) Co. Ltd.
Note
2) Basis of Presentation
These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States of America (“US
GAAP”). The company maintains its books and accounting records in Renminbi
(“RMB”), and its reporting currency is United States dollars. The Company’s
fiscal year-end is December 31.
Note
3) Summary of Significant Accounting Policies and Practices
(a)
Use of estimate
The
preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenue and
expenses during the reporting period.
The more
significant financial statement items requiring the use of management estimates
and assumptions relate to: (i) estimates used in valuing property to net
realizable value, reserves for contingencies equipment and intangible assets,
(ii) uncollectible accounts receivable, (iii) obsolete and/or damaged
inventory.
Management
makes these estimates using the best information available at the time the
estimates are made; however actual results could differ from those
estimates.
F-6
(b) Cash and Cash
Equivalents
The
Company considers all highly liquid instruments with maturity of three months or
less at the time of issuance to be cash equivalents.
(c)
Accounts receivable
Accounts
receivable are recorded at the contract amount after deduction of trade
discounts, allowances, if any, and do not bear interest. The allowance for
doubtful accounts is the Company’s best estimate of the amount of probable
credit losses in the Company’s existing accounts receivable. The Company
determines the allowance based on historical write-off experience, customer
specific facts and economic conditions.
The
Company reviews its allowance for doubtful accounts monthly. Past due balances
over 1 year and over a specified amount are reviewed individually for
collectability. All other balances are reviewed on a pooled basis by aging of
such balances. Account balances are charged off against the allowance after all
means of collection have been exhausted and the potential for recovery is
considered remote. The Company does not have any off-balance-sheet credit
exposure related to its customers.
(d)
Inventories
Inventories
are stated at the lower of cost or market value. Cost is determined using moving
weighted average method. Cost of finished goods comprises direct material,
direct production cost and an allocated portion of production overheads based on
normal operating capacity.
(e)
Investments
For
trading securities, the measurement of fair value and earning/loss would be
based on the market price of closing price of the balance sheet date (or the
closest trading date prior the balance sheet date ) when Securities were trading
in the market.
The
instruments, which held by the Company, represented less than 20% of external
companies’ equity and without significant influence, its fair value and
investment earning/loss would be measured via cost method on benchmark
basis.
For
Investments instruments held by the Company, which represents 20%-50% ownership,
and the Company had significant influence on the debtors. The fair value of
investment earning/loss would be fairly measured via equity-method. According to
the equity-method, after the investment was measured as initial investment cost,
adjusting the book value of the investment through the change of the portion of
the investor has in the owner’s equity of the investee to calculate the gains or
losses. The amount of gains or losses includes other investment
income.
No
investment was held as of respective financial statements dates.
(f)
Property, Plant and Equipment
Property,
plant and equipment are stated at cost less accumulated depreciation and
impairment.
F-7
Depreciation
on property, plant and equipment is calculated on the straight-line method after
taking into account their respective estimated residual values over the
estimated useful lives of the assets as follows:
Machinery
and equipment
|
10
years
|
Furniture
and office equipment
|
3—5
years
|
Maintenance
and repair costs are expensed as incurred, whereas significant renewals and
betterments are capitalized.
Construction
in progress represented capital expenditure in respect of machine tool
production line. The incurred interests costs are recorded into the project
until construction in progress are ready for use. No depreciation is provided in
respect of construction in progress. No construction in progress was held as of
SEP 30, 2010.
(g)
Intangible Assets
Intangible
assets include software. Software are carried at cost and charged to expense on
a straight-line basis over the period the rights are granted 5
years.
(h)
Accounting for long-lived assets impairment
Long-lived
assets held and used by the Company are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of assets may not
be recoverable. It is reasonably possible that these assets could become
impaired as a result of technology or other industry changes. Determination of
recoverability of assets to be held and used is determined by comparing the
carrying amount of an asset to future undiscounted cash flows to be generated by
the assets. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets. Assets to be disposed of are reported at
the lower of the carrying amount or fair value less costs to sell.
There
were no impairments of long-lived assets as of December 31, 2009.
(i)
Revenue Recognition
The
Company recognizes revenue in accordance with Staff Accounting Bulletin ("SAB")
No. 104. All of the following criteria must exist in order for the Company to
recognize revenue: (1) persuasive evidence of an arrangement exists;
(2) delivery has occurred or services have been rendered; (3) the
seller's price to the buyer is fixed or determinable; and (4) collectability is
reasonably assured.
The
Company sells its products pursuant to sales contracts entered into with its
customers. Revenue for all products is recognized when title and risk of loss
pass to the customer and when collectability is reasonably assured. The passing
of title and risk of loss to the customer is based on the terms of the sales
contract, generally upon delivery and acceptance of product by the
customer.
(j) Foreign
Currency Translation
The
functional currency of the Company is RMB and RMB is not freely convertible into
foreign currencies. The Company maintains its financial statements in the
functional currency. Monetary assets and
liabilities denominated in currencies other than the functional currency are
translated into the functional currency at rates of exchange prevailing at the
balance sheet date. Transactions denominated
in currencies other than the functional currency are translated into the
functional currency at the exchange rates prevailing at the dates of the
transactions. Exchange gains or losses arising from foreign currency
transactions are included in the determination of net income for the respective
periods.
F-8
For
financial reporting purposes, the financial statements of the Company, which are
prepared using the functional currency, have been translated into United States
dollars. Assets and liabilities translated at exchange rates at the balance
sheet date, revenue and expenses are translated at the average exchange rates
for the period, and members' equity is translated at historical exchange rates.
Translation adjustments are included in accumulated other comprehensive
income, a component of members’ equity. The exchange rates applied are as
follows:
SEP 30, 2010
|
Dec 31, 2009
|
Dec 31, 2008
|
||||||||||
Year
end RMB exchange rate
|
6.7011 | 6.8282 | 6.8346 | |||||||||
Average
RMB exchange rate - year ended
|
6.7647 | 6.8314 | 7.0696 |
No
representation is made that the RMB amounts could have been, or could be,
converted into United States dollars at the rates used in
translation.
(k)
Accumulated Other Comprehensive Income
Accumulated
other comprehensive income represents the change in equity of the Company during
the periods presented from foreign currency translation
adjustments.
(l)
Taxation
Taxation
on profits earned in the PRC has been calculated on the estimated assessable
profits for the year at the rates of taxation prevailing in the PRC where the
Company operates after taking into effect the benefits from any special tax
credits or “tax holidays” allowed in the county of operations.
The
Company does not accrue United States income tax since it has no significant
operating income in the United States. The Company is organized and located in
the PRC and do not conduct any business in the United States.
Enterprise
income tax
Under the
decree of the State Council of People’s Republic of China on the implementation
of the enterprise income tax transition preferential policies, the company
statutory rate was 25% for the years 2008, 2009 and 2010.
Value
added tax
The
Provisional Regulations of The People’s Republic of China Concerning Value Added
Tax promulgated by the State Council came into effect on January 1, 1994. Under
these regulations and the Implementing Rules of the Provisional Regulations of
the PRC Concerning Value Added Tax, value added tax (“VAT”) is imposed on goods
sold in or imported into the PRC and on processing, repair and replacement
services provided within the PRC.
F-9
VAT
payable in The People’s Republic of China is charged on an aggregated basis at a
rate of 13% or 17% (depending on the type of goods involved) on the full price
collected for the goods sold or, in the case of taxable services provided, at a
rate of 17% on the charges for the taxable services provided, but excluding, in
respect of both goods and services, any amount paid in respect of VAT included
in the price or charges, and less any deductible value added tax already paid by
the taxpayer on purchases of goods and services in the same financial
year.
(m)
Contingent liabilities and contingent assets
A
contingent liability is a possible obligation that arises from past events and
whose existence will only be confirmed by the occurrence or non-occurrence of
one or more uncertain future events not wholly within the control of the
Company. It can also be a present obligation arising from past events that is
not recognized because it is not probable that the Company will incur a
liability or obligations as a result. A contingent liability, which might occur
but is not probable, is not recorded but is disclosed in the notes to the
financial statements. The Company will recognize a liability or obligation when
it is probable that the Company will incur it.
A
contingent asset is an asset, which could possibly arise from past events and
whose existence will be confirmed only by the occurrence or non-occurrence of
one or more uncertain events not wholly within the control of the Company.
Contingent assets are not recorded but are disclosed in the notes to the
financial statements when it is likely that the Company will recognize an
economic benefit. When the benefit is virtually certain, the asset is
recognized.
(n)
Fair Value of Financial Instruments
SFAS No.
107, "Disclosures about Fair Values of Financial Instruments", requires
disclosing fair value to the extent practicable for financial instruments that
are recognized or unrecognized in the balance sheet. The fair value of the
financial instruments disclosed herein is not necessarily representative of the
amount that could be realized or settled, nor does the fair value amount
consider the tax consequences of realization or settlement.
(o)
Recently Issued Accounting Pronouncements
In
June 2009, the FASB approved the Accounting Standards Codification (“the
Codification”) as the single source of authoritative nongovernmental U.S. GAAP.
All existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the Securities and Exchange Commission
(“SEC”), have been superseded by the Codification. All other
non-grandfathered, non-SEC accounting literature not included in the
Codification has become nonauthoritative. The Codification did not change U.S.
GAAP, but instead introduced a new structure that combines all authoritative
standards into a comprehensive, topically organized database. The Codification
became effective for the period beginning September 15, 2009, and impacts
the Company’s financial statements, as all references to authoritative
accounting literature is now referenced in accordance with the
Codification.
On
January 1, 2009, the Company adopted new accounting guidance related to the
accounting for business combinations and related disclosures. This new guidance
addresses the recognition and accounting for identifiable assets acquired,
liabilities assumed, and non-controlling interests in business combinations. The
guidance also establishes expanded disclosure requirements for business
combinations. The Company has applied this new guidance to its 2009 business
combinations.
F-10
On
January 1, 2009, the Company also adopted new accounting guidance related
to the accounting for non-controlling (minority) interests in consolidated
financial statements. This guidance establishes accounting and reporting
standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary, and requires that non-controlling interests in
subsidiaries be reported in the equity section of the controlling company’s
balance sheet. It also changes the manner in which the net income of the
subsidiary is reported and disclosed in the controlling company’s income
statement. The Company’s consolidated financial statements reflect the adoption
and implementation of this new guidance for all periods presented.
On
January 1, 2009, the Company adopted a new accounting standard on
determining whether an instrument (or embedded feature) is indexed to an
entity’s own stock. This standard provides a two-step model to determine if an
instrument, or embedded feature in an instrument, can be considered indexed to
an entity’s own stock for the purpose of determining if the instrument can be
accounted for as equity or as a derivative presented outside of equity. The
adoption of this standard had no material impact on the Company’s consolidated
financial statements.
In
May 2009, the FASB established general standards for accounting and
disclosure of events that occur after the balance sheet date but before the
financial statements are issued or are available to be issued. The pronouncement
required the disclosure of the date through which an entity has evaluated
subsequent events and the basis for that date, whether that date represents the
date the financial statements were issued or were available to be issued. In
February 2010, the FASB amended this standard whereby SEC filers,
like the Company, are required by GAAP to evaluate subsequent events
through the date its financial statements are issued, but are no longer required
to disclose in the financial statements that the Company has done so or disclose
the date through which subsequent events have been evaluated.
In
August 2009, the FASB provided clarification when measuring liabilities at
fair value in a circumstance in which a quoted price in an active market for an
identical liability is not available. A reporting entity is required to measure
fair value using one or more of the following methods: 1) a valuation
technique that uses a) the quoted price of an identical liability when
traded as an asset or b) quoted prices for similar liabilities (or similar
liabilities when traded as assets) and/or 2) a valuation technique that is
consistent with the preexisting fair value guidance. It also clarifies that when
estimating the fair value of a liability, a reporting entity is not required to
adjust the estimate to include inputs relating to the existence of transfer
restrictions on that liability. The adoption of this guidance did not have a
material impact on the Company’s consolidated financial statements.
In
October 2009, the FASB issued an update to existing guidance on accounting
for arrangements with multiple deliverables. This update will allow companies to
allocate consideration received for qualified separate deliverables using
estimated selling price for both delivered and undelivered items when
vendor-specific objective evidence or third-party evidence is unavailable.
Additional disclosures discussing the nature of multiple element arrangements,
the types of deliverables under the arrangements, the general timing of their
delivery, and significant factors and estimates used to determine estimated
selling prices will be required. This guidance is effective prospectively for
interim and annual periods ending after June 15, 2010. The Company is
currently evaluating the impact this guidance may have, if any, on its
consolidated financial statement, but does not anticipate that this updated
guidance will have a material impact.
In
January 2010, the FASB issued an update that improves the requirements related
to fair value measurements and disclosures about transfers between Level 1,
Level 2 and Level 3 assets and the disaggregated activity in the roll forward
for Level 3 fair value measurements. These new disclosures are effective for
fiscal years beginning after December 15, 2010 and for interim periods
within those fiscal years. The Company does not expect the adoption of these
expanded disclosures to have a material impact on its consolidated financial
statements.
F-11
In
February 2010, the FASB issued Accounting Standards Update (“ASU”)
No. 2010-09 (“ASU 2010-09”), which amends ASC 855 to address certain
implementation issues related to an entity’s requirement to perform and disclose
subsequent-events procedures. The new guidance clarifies that management must
evaluate, as of each reporting period, events or transactions that occur after
the balance sheet date through the date that the financial statements are
issued. Management must perform its assessment for both interim and annual
financial reporting periods. ASU 2010-09 also exempts SEC filers from disclosing
the date through which subsequent events have been evaluated. The adoption of
this amended standard did not have a material impact on the company’s
consolidated financial statements.
Impact
of New Accounting Standards
The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position, or cash flow.
Note
4) Accounts Receivable
The
following are the components of accounts receivable:
Sep 30, 2010
|
Dec 31, 2009
|
Dec 31, 2008
|
||||||||||
USD
|
USD
|
USD
|
||||||||||
Accounts
Receiveable
|
$ | 4,000,482 | $ | 321,909 | $ | 281,189 | ||||||
Provision
for doubtful debt
|
(1,727,445 | ) | (16,095 | ) | (14,059 | ) | ||||||
$ | 2,273,037 | $ | 305,814 | $ | 267,130 |
Note
5) Inventories
Inventories
at Sep 30, 2010, Dec 31, 2009 and 2008 consist of the following:
Sep 30, 2010
|
Dec 31, 2009
|
Dec 31, 2008
|
||||||||||
USD
|
USD
|
USD
|
||||||||||
Working
in Process
|
$ | 592,780 | $ | 29,290 | $ | -0- | ||||||
Raw
material
|
1,404,826 | 1,556,812 | 131,429 | |||||||||
Finished
goods
|
794,374 | 221,592 | 308,730 | |||||||||
Semi-finished
products
|
618,844 | |||||||||||
Merchandise
Shipped
|
226,444 |
|
|
|||||||||
3,637,268 | 1,807,694 | 440,159 | ||||||||||
Provision
for Inventory
|
-42,181 | -20,078 | -6,733 | |||||||||
$ | 3,595,087 | $ | 1,787,616 | $ | 433,426 |
F-12
Note
6) Prepayment and Other Receivables
Prepayment
and other receivables at Sep 30, 2010, Dec 31, 2009 and 2008 consist of the
following:
Sep 30, 2010
|
Dec 31, 2009
|
Dec 31, 2008
|
||||||||||
USD
|
USD
|
USD
|
||||||||||
Prepayment
|
$ | 477,407 | $ | 283,392 | $ | 166,405 | ||||||
Other
receivables
|
485,305 | 23,378 | 2,370 | |||||||||
962,712 | 306,770 | 168,775 | ||||||||||
Provision
for unrecoverable items
|
(349,003 | ) | (15,407 | ) | (8,439 | ) | ||||||
$ | 613,709 | $ | 291,363 | $ | 160,336 |
Note
7) Deferred Tax Assets
Deferred
tax assets at Sep 30, 2010, Dec 31, 2009 and 2008 consist of the
following:
Sep 30, 2010
|
Dec 31, 2009
|
Dec 31, 2008
|
||||||||||
USD
|
USD
|
USD
|
||||||||||
Provision
for inventory
|
$ | 10,545 | $ | 5,019 | $ | 1,683 | ||||||
Provision
for property,
plant and equipment
|
122,592, | |||||||||||
Provision
for accounts
receivable, prepayment and other receivables
|
520,170 | 7,866 | 5,625 | |||||||||
$ | 653,308 | $ | 12,885 | $ | 7,308 |
Note
8) Property, Plant and Equipment
Property,
Plant and Equipment at Sep 30, 2010, Dec 31, 2009 and 2008 consists of the
following:
Sep 30, 2010
|
Dec 31, 2009
|
Dec 31, 2008
|
||||||||||
USD
|
USD
|
USD
|
||||||||||
Machinery
and equipment
|
$ | 1,156,377 | $ | 8,789 | $ | -0- | ||||||
Furniture
and office equipment
|
27,188 | 39,967 | 21,185 | |||||||||
1,183,565 | 48,756 | 21,185 | ||||||||||
Less:
Accumulated depreciation
|
(162,678 | ) | (7,780 | ) | (1,796 | ) | ||||||
Less:
Impairment provision
|
(490,368 | ) | ||||||||||
$ | 530,518 | $ | 40,976 | $ | 19,389 |
Note
9) Bank Loans
Bank
Loans at Sep 30, 2010, Dec 31, 2009 and 2008 consists of the
following:
Sep 30, 2010
|
Dec 31, 2009
|
Dec 31, 2008
|
||||||||||
USD
|
USD
|
USD
|
||||||||||
Guaranteed
loan:
|
$ | -0- | $ | 275,329 | $ | -0- | ||||||
$ | -0- | $ | 275,329 | $ | -0- |
F-13
Note
10) Accounts Payable
Accounts
payable as of Sep 30, 2010, Dec 31, 2009 and 20088 consist of the
following:
Sep 30, 2010
|
Dec 31, 2009
|
Dec 31, 2008
|
||||||||||
USD
|
USD
|
USD
|
||||||||||
Accounts
payable
|
$ | 3,810,577 | $ | 1,294,540 | $ | 503,826 | ||||||
$ | 3,810,577 | $ | 1,294,540 | $ | 503,826 |
Note
11) Other Payable and Accruals
Other
payable and accruals as of Sep 30, 2010, Dec 31, 2009 and 2008 consist of the
following:
Sep 30, 2010
|
Dec 31, 2009
|
Dec 31, 2008
|
||||||||||
USD
|
USD
|
USD
|
||||||||||
Advances
from customers
|
$ | (493,877 | ) | $ | (689,109 | ) | $ | (34,969 | ) | |||
Accrued
payroll
|
(128,710 | ) | (65,024 | ) | ||||||||
Taxes
prepaid
|
7,916 | 146,122 | 7,830 | |||||||||
Other
payable
|
(33,254 | ) | (212,719 | ) | (292,629 | ) | ||||||
$ | 647,926 | $ | 820,730 | $ | 319,768 |
Note
12) Accrued Income Taxation
Accrued
income taxation as of Sep 30, 2010, Dec 31, 2009 and 2008 consist of the
following:
Sep 30, 2010
|
Dec 31, 2009
|
Dec 31, 2008
|
||||||||||
USD
|
USD
|
USD
|
||||||||||
Accrued
income taxation
|
$ | 12,787 | $ | 21,255 | $ | 199 | ||||||
$ | 12,787 | $ | 21,255 | $ | 199 |
Note
13) Income Taxes
The
Company and its subsidiary are governed by the Income Tax Laws of the PRC and
are subject to the PRC corporate income tax.
Under the
decree of the State Council of People’s Republic of China on the implementation
of the enterprise income tax transition preferential policies, the company
statutory rate was 25% for the years 2008, 2009 and 2010.
Sep 30, 2010
|
Dec 31, 2009
|
Dec 31, 2008
|
||||||||||
USD
|
USD
|
USD
|
||||||||||
China
Statutory Tax Rate
|
25 | % | 25 | % | 25 | % | ||||||
Taxable
income
|
203,978 | 84,755 | 771 | |||||||||
Current
income tax expenses
|
50,994 | 21,189, | 193 | |||||||||
Deferred
income tax
|
-634,159 | -5,568 | 1,571 |
F-14
Note
14) Commitments
Commitments
for the operating leases as of Sep 30, 2010 were as follows:
USD
|
||||
Payment
within one year
|
$ | 193,526 | ||
Payment
in one to two years
|
170,247 | |||
Payment
in two to five years
|
141,872 | |||
$ | 505,645 |
Note
15) Related Party Transactions
As of Sep
30, 2010, the related parties of the Company and the relationship were known as
following:
Relationships
|
|
Shenzhen
Aopvision Tech Co., Ltd
|
the
company controlled by Li Tingyi
|
Li
Tingyi
|
the
former shareholder and vice president of the
company
|
The
transactions with these entities were made in the ordinary course of business
and were negotiated at arms length. A summary of transactions and balances
with related parties follows:
(a)
Related Party Transactions-Sales of Goods and Providing of Service
Name of Related Parties
|
Variety
|
Pricing
Method
|
Transaction
AMT 2010
|
Transaction
AMT 2009
|
Transaction
AMT 2008
|
||||||||
Shenyang
Angesi Technology Co., Ltd
|
Goods
|
Cost
Plus
|
$ | 52,850 | |||||||||
Nanjing
Aogesi Technology Co., Ltd
|
Goods
|
Cost
Plus
|
104,434 | ||||||||||
Shanghai
Xin Angesi Digital Technology Co., Ltd
|
Goods
|
Cost
Plus
|
37,309 | ||||||||||
Changsha
Aogesi Electric Technology Co., Ltd
|
Goods
|
Cost
Plus
|
105,812 | ||||||||||
Jinan
Sheng Angesi Technology Co., Ltd
|
Goods
|
Cost
Plus
|
181,768 | ||||||||||
ANV
video alarm service Inc
|
$ | 4,235 | |||||||||||
$ | 4,235 | $ | 482,173 |
(b)
Related Parties Balances
As of Sep
30, 2010, Dec 31, 2009 and 2008 amounts due from/to related companies consist
of:
(i)
|
Receivables
should be collected from related
parties:
|
Sep 30, 2010
|
Dec 31, 2009
|
Dec 31, 2008
|
||||||||||
USD
|
USD
|
USD
|
||||||||||
Shenzhen
Aopvision Tech Co., Ltd
|
$ | -0- | $ | -0- | $ | 7,316 | ||||||
ANV
video alarm service Inc
|
4,235 | -0- | -0- | |||||||||
Flybit
International Ltd
|
37,547 | -0- | -0- |
F-15
(ii)
|
Payables
should be paid to related parties:
|
Sep 30, 2010
|
Dec 31, 2009
|
Dec 31, 2008
|
||||||||||
USD
|
USD
|
USD
|
||||||||||
Shenyang
Angesi Technology Co., Ltd
|
$ | 2,590 | ||||||||||
Nanjing
Aogesi Technology Co., Ltd
|
-0- | -0- | 9,769 | |||||||||
Shanghai
Xin Angesi Digital Technology Co., Ltd
|
-0- | -0- | 7,494 | |||||||||
Changsha
Aogesi Electric Technology Co., Ltd
|
-0- | -0- | 27,238 | |||||||||
Jinan
Sheng Angesi Technology Co., Ltd
|
-0- | -0- | 123,305 | |||||||||
Li
Tingyi
|
$ | 63,513 | $ | 223,428 | 138,356 | |||||||
Wei
Ming
|
30,766 | -0- | -0- | |||||||||
ANV
Security Technology (Taian) Co., Ltd.
|
10,755 | -0- | -0- | |||||||||
$ | 105,034 | $ | 223,428 | $ | 308,752 |
F-16
Pro
Forma Condensed Combined Balance Sheets and Statement of Operations
On
September 30, 2010 ANV Security Group Inc. , acquired 100% of
outstanding common shares of ANV Security Technology ( China) Co.
Ltd.
Pro Forma
accounting effects of Purchase Agreement are presented in the
following tables which presents the combined results of balance sheets and
operations as they may have appeared had the acquisition and financing
transactions described above occurred as of April 1, 2010 ( the
effective date of start of accounting fiscal year of the
Company) .
The
unaudited pro forma condensed combined balance sheet and statement of
operations has been derived from and should be read together with the historical
financial statements of notes of ANV Security Group Inc. filed as part of 10-
K/A of the Company filed with the Securities Exchange Commissions on July 26,
2010 and the historical financial statements of the Company, both prepared in
accordance with accounting principles generally accepted in the United States
(‘U.S. GAAP”), for the fiscal year March 31, 2010, included elsewhere in the
10-K/A.
ANV
Security Group, Inc.
Unaudited
Pro Forma Condensed Combined Balance Sheets
ANV
Security Group
Inc.
|
ANV
Security
Technology
(China)
Co.,
Ltd.
|
ANV
Security Group
Inc.
|
||||||||||||||
As
of September
30
|
As
of September
30
|
Pro
Forma
|
As
of September
30
|
|||||||||||||
2010
|
2010
|
Adjustments
|
2010
|
|||||||||||||
Pro
Forma
|
||||||||||||||||
ASSETS
|
||||||||||||||||
CURRENT
ASSETS
|
||||||||||||||||
Cash
|
$ | 5,571,631 | $ | 110,446 | $ | $ | 5,682,077 | |||||||||
Accounts
receivable, net of allowance
|
103,461 | 2,273,037 | 2,376,498 | |||||||||||||
Inventory
|
342,948 | 3,595,087 | 3,938,035 | |||||||||||||
Other
current assets
|
6,222,717 | 651,259 | 6,873,976 | |||||||||||||
TOTAL CURRENT ASSETS
|
12,240,757 | 6,629,829 | 18,870,586 | |||||||||||||
Property
and equipment - net of accumulated depreciation
|
46,712 | 530,518 | 577,230 | |||||||||||||
Other
noncurrent assets
|
7,503,445 | 780,218 | 8,283,663 | |||||||||||||
Investment
in a subsidiary
|
4,980,080 | - | (4,980,080 | ) | - | |||||||||||
TOTAL OTHER ASSETS
|
12,530,237 | 1,310,736 | (4,980,080 | ) | 8,860,893 | |||||||||||
TOTAL
ASSETS
|
$ | 24,770,994 | $ | 7,940,565 | $ | (4,980,080 | ) | $ | 27,731,479 | |||||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||||||||||
CURRENT
LIABILITIES
|
||||||||||||||||
Accounts
payable
|
$ | 655,615 | $ | 3,810,577 | $ | $ | 4,466,192 | |||||||||
Advance
from customers and other payable
|
- | 647,926 | 647,926 | |||||||||||||
Income
Tax Payable
|
- | 12,787 | 12,787 | |||||||||||||
Due
to related parties
|
12,910,191 | 105,034 | 13,015,225 | |||||||||||||
TOTAL
CURRENT LIABILITIES
|
13,565,806 | 4,576,324 | 18,142,130 | |||||||||||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||||||||||||
Common
stock
|
10,765,119 | 5,119,868 | (4,980,080 | ) | 10,904,907 | |||||||||||
Additional
paid-in capital
|
24,836 | 24,836 | ||||||||||||||
Retained
earnings (Deficit)
|
295,121 | (1,837,143 | ) | (1,542,022 | ) | |||||||||||
Other
comprehensive loss - foreign currency translation
|
120,112 | 81,516 | 201,628 | |||||||||||||
TOTAL STOCKHOLDERS' EQUITY
|
11,205,188 | 3,364,241 | (4,980,080 | ) | 9,589,349 | |||||||||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 24,770,994 | $ | 7,940,565 | $ | (4,980,080 | ) | $ | 27,731,479 |
See
Notes to the Financial Statements
ANV
Security Group, Inc.
Unaudited
Pro Forma Condensed Combined Statements of Operations
ANV
Security
Group
Inc.
|
ANV
Security
Technology
(China)
Co., Ltd.
|
ANV
Security
Group
Inc.
|
||||||||||||||
April
1 to
|
April
1 to
|
Pro
Forma
|
April
1 to
|
|||||||||||||
September 30, 2010
|
September 30, 2010
|
Adjustments
|
September 30, 2010
|
|||||||||||||
Pro
Forma
|
||||||||||||||||
Revenue
|
$ | 135,955 | $ | 9,011,761 | $ | $ | 9,147,716 | |||||||||
TOTAL
NET REVENUE
|
135,955 | 9,011,761 | 9,147,716 | |||||||||||||
COST
OF REVENUES
|
109,881 | 7,873,708 | 7,983,589 | |||||||||||||
GROSS
PROFIT
|
26,074 | 1,138,053 | 1,164,127 | |||||||||||||
OPERATING
COSTS
|
||||||||||||||||
Operating
expenses and depreciation
|
836,403 | 2,969,704 | 3,806,107 | |||||||||||||
Total
Operating Costs
|
836,403 | 2,969,704 | 3,806,107 | |||||||||||||
OPERATING
INCOME (LOSS)
|
(810,329 | ) | (1,831,651 | ) | (2,641,980 | ) | ||||||||||
OTHER
INCOME & (EXPENSES)
|
||||||||||||||||
Non
operating expense
|
(1,839 | ) | (5,280 | ) | (7,119 | ) | ||||||||||
Non
operating income
|
6,784 | 8,713 | 15,497 | |||||||||||||
Total
Other Income & (Expenses)
|
4,945 | 3,433 | 8,378 | |||||||||||||
NET
INCOME BEFORE INCOME TAX & BENEFIT
|
(805,384 | ) | (1,828,218 | ) | (2,633,602 | ) | ||||||||||
Current
income taxes, net of income tax benefits
|
2,811 | 441,600 | 444,411 | |||||||||||||
NET
INCOME (LOSS)
|
$ | (802,573 | ) | $ | (1,386,618 | ) | $ | $ | (2,189,191 | ) | ||||||
COMPREHENSIVE
LOSS:
|
||||||||||||||||
Unrealized
foreign currency translation income
|
9,753 | 78,177 | 87,930 | |||||||||||||
COMPREHENSIVE
LOSS
|
$ | (792,820 | ) | $ | (1,308,441 | ) | $ | $ | (2,101,261 | ) |
See
Notes to the Financial Statements
NOTE
1 – BASIS OF PRO FORMA PRESENTATION
The
unaudited pro forma condensed combined balance sheet and statement of operations
(“Pro Forma”) of the Company is presented for the period ended September 30,
2010. The unaudited Pro Forma applies the group’s accounting policies over the
pro forma period.
No amount
has been included in the purchase price allocation for estimated costs to be
incurred to achieve savings or other benefits of the transactions. Similarly,
the Pro Forma does not reflect any cost savings or other benefits that may be
obtained through synergies among the operations of two
entities.
Exhibit
No. Description
10.1 Angesi
Agreement – English Translation. Filed with original Form
8-K
10.2 Revised
Angesi Agreement – Filed Herewith
23.1
Consent of independent public accountant.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ANV
Security Group, Inc.
Weixing
Wang
By: /s/
Weixing Wang, CEO
Dated:
December 29, 2010
Title:
President and CEO