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EX-31 - American Nano Silicon Technologies, Inc.exhibit31.htm
EX-32 - American Nano Silicon Technologies, Inc.exhibit32.htm

U. S. Securities and Exchange Commission
Washington, D. C. 20549

       FORM 10-Q


For the quarterly period ended December 31, 2010

[   ]
For the transition period from _____ to _____

Commission File No. 000-52940

American Nano Silicon Technologies, Inc.
(Name of Registrant in its Charter)
(State or Other Jurisdiction of incorporation or organization)
(I.R.S. Employer I.D. No.)
     1 Nangan Dao Chunfei Road, Jialing District, Nanchong Sichuan, 637005
(Address of Principal Executive Offices)

Issuer's Telephone Number: 86-817-3634888
Indicate  by check mark  whether the  Registrant  (1) has filed all reports required to be filed by Sections 13 or 15(d) of the  Securities Exchange Act of 1934  during  the  preceding  12 months  (or for such shorter  period  that the Registrant was required to file such reports),  and (2) has been subject to such filing requirements for the past 90 days.    Yes  X                    No __

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)  Yes      No_
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)
Large accelerated filer ___       Accelerated filer  ____      Non-accelerated filer  ___      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 __       No   X
As of February 16, 2011, 31,005,323 shares of common stock, par value $0.0001 per share, were outstanding.




As of December 31
As of September 30
Current assets:
Cash and cash equivalents
  $ 459,142     $ 498,563  
Accounts receivable, net
    663,104       574,956  
    385,759       193,633  
Advance to suppliers
    1,150,439       6,911  
Deferred financing cost
    65,000       65,000  
  Prepaid expense and other receivables
    70,151       -  
Employee advances, net
    8,777       7,478  
                              Total Current Assets     2,802,372        1,346.541   
Property, plant and equipment, net
    17,108,361       17,030,142  
Other assets:
Land use rights, net
    1,013,348       1,006,065  
Long term loan to related party
    115,112       337,759  
             Total other assets     1,128,460       1,343,824  
Total Assets
  $ 21,039,193     $ 19,720,507  
Current liabilities:
Accounts payable
  $ 94,925     $ 292,426  
Short term loan
    605,849       597,804  
Taxes payable
    449,483       470,321  
Construction security deposits
    1,257,133       1,241,935  
Accrued expenses and other payables
    307,403       343,983  
                            Total Current Liabilities     2,714,793        2,946,469   
Long-term liabilities
Long term Loan
    1,997,075       1,970,556  
Due to related parties
    796,995       780,946  
Warrant liabilities
    3,613,087       5,097,483  
Total Liabilities
    9,121,950       10,795,454  
Commitment and Contingencies
Stockholders' Equity
Common stock, $0.0001 par value, 200,000,000 shares authorized; 31,005,323
and 30,900,067 shares issued and outstanding
    3,101       3,090  
Additional paid-in-capital
    9,209,123       8,998,234  
Accumulated other comprehensive income
    1,319,789       1,121,464  
Retained Earnings (Accumulated deficit)
    (351,119 )     (2,830,569 )
 Total American Nano Stockholders' Equity     10,180,894       7,292,219  
Noncontrolling interest
    1,736,349       1,632,834  
                                       Total Equity     11,917,243       8,925,053  
Total Liabilities and Stockholders' Equity
  $ 21,039,193     $ 19,720,507  
The accompanying notes are an integral part of these condensed consolidated financial statements


For the Three months Ended
December 31
      $ 5,929,436     $ 4,154,011  
Cost of Goods Sold
      4,458,559       3,198,663  
Gross Profit
      1,470,877       955,348  
Operating Expenses
Research and development expense
    -       4,732  
Selling, general and administrative
    170,983       52,238  
Income from operations
    1,299,894       898,378  
Other Income and Expense
Interest expense
      (8,165 )     (32,692 )
Change in fair value of warrant liabilities
    1,484,396       -  
Total other expense
    1,476,231       (32,692 )
Income  Before  Income Taxes
      2,776,125       865,686  
Provision for Income Taxes
      193,160       146,918  
Net Income
      2,582,965       718,768  
Less: net income attributable to the noncontrolling interest
    103,515       46,665  
Net Income attributable to American Nano silicon Technologies, Inc
    2,479,450       672,103  
Other comprehensive income (loss)
Foreign currency translation adjustment
    198,325       (665 )
Comprehensive Income
    $ 2,677,775     $ 671,438  
Income per common share
    $ 0.08     $ 0.03  
    $ 0.08     $ 0.03  
Weighted average number of common shares
      30,989,306       26,578,767  
      31,607,119       26,578,767  
The accompanying notes are an integral part of these condensed consolidated financial statements


For the three months ended
December 31
Cash Flows From Operating Activities:
 Net Income
      $ 2,582,965     $ 718,768  
 Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
 Change in fair value of warrant liabilities
    (1,484,396 )     -  
 Depreciation and amortization
      155,957       145,352  
 Stock based compensaction expense
 Changes in operating assets and liabilities:
 (Increase) decrease in -
 Accounts receivable
    (70,765 )     (653,969 )
      (187,999 )     148,477  
 Employee advances
      (1,187 )     (190 )
 Advances to suppliers
      (1,134,258 )     46,896  
 Prepaid expense and other receivables
    (79,151 )        
 Related party receivables
      225,370       57,072  
 Increase (decrease) in -
 Accounts payable
      (199,820 )     (173,434 )
 Construction security deposits
      (1,502 )     (6,202 )
 Advance from customers
      -       5,859  
 Taxes payable
      (26,949 )     (50,154 )
 Accrued expenses and other payables
    (40,326 )     (19,972 )
 Cash provided by (used in) Operating Activities
    (51,161 )     218,503  
Cash Flows From Investing Activities:
 Additions to property and equipment
    -       (48,383 )
 Cash used in investing activities
    -       (48,383 )
Cash Flows From Financing Activities
 Proceeds from related party loans
    5,495       10,399  
 Repayment of long term loans
    -       (92,275 )
 Cash provided by (used in) financing activities
    5,495       (81,876 )
Effect of exchange rate changes on cash and cash equivalents
      6,245       (12 )
Increase (decrease) in cash and cash equivalents
      (39,421 )     88,232  
Cash and Cash Equivalents - Beginning of the year
      498,563       164,876  
Cash and Cash Equivalents - End of the year
    $ 459,142     $ 253,108  
 During the period, cash was paid for the following:
 Interest expense
    $ -     $ -  
 Income taxes
    $ 241,660     $ 213,106  
The accompanying notes are an integral part of these condensed consolidated financial statements




American Nano-Silicon Technologies, Inc. (the “Company” or “ANNO”) was originally incorporated in the State of California on September 6, 1996 as CorpHQ, Inc. (“CorpHQ”).

The Company, through its operating subsidiaries in the People's Republic of China (“PRC”), Nanchong Chunfei Nano Silicon Technologies Co., Ltd, Sichuan Chunfei Refined Chemicals Co., Ltd, and Sichuan Hedi Veterinary Medicines Co., Ltd, is primarily engaged in the business of manufacturing and distributing refined consumer chemical products and veterinary drugs.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, the information included in these interim financial statements reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The condensed consolidated balance sheet information as of September 30, 2010 was derived from the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended September 30, 2010.  The information included in this Form 10-Q should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes to thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2010.




Principles of consolidation

The consolidated financial statements represent the consolidated accounts of the Company and its subsidiaries, Nanchong Chunfei, Chunfei Chemicals and Hedi Medicines. All significant intercompany balances and transactions have been eliminated in consolidation.

Non-controlling interests

Non-controlling interests result from the consolidation of 95% directly owned subsidiary, Nanchong Chunfei, 85.5% indirectly owned subsidiary, Chunfei Chemicals, and 78.66% indirectly owned subsidiary, Hedi Medicines.

Use of estimates

In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), the management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Significant estimates required to be made by the management include, but are not limited to, the recoverability of long-lived assets and the valuation of accounts receivable and inventories, valuation of warrant liabilities and fair value of other financial instruments. Actual results could differ from those estimates.


Risks and uncertainties

The operations of the Company are located in the PRC. Accordingly, the Company's business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, in addition to the general state of the PRC economy. 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 and remittance abroad, and rates and methods of taxation, among other things.

Fair value of financial instruments
The Company adopted the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.
Level 3-Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash, accounts receivable, loan receivables, other receivables, advance to suppliers, short-term loan, accounts payable, advance from customers, other payables and accrued expenses, approximate their fair market value based on the short-term maturity of these instruments. The carrying value of the long-term debt approximates fair value based on market rates and terms currently available to the Company. The Company uses Level 3 method to measure fair value of their warrant liability (see note 13), since quoted price for similar instrument in active markets is not available. The Company did not identify any other assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with ASC 820.


Cash and cash equivalents

Cash and cash equivalents include cash on hand and cash in deposits and all highly liquid debt instruments with an original maturity of three months or less.

Accounts receivable, Net
The Company's policy is to maintain reserves for potential credit losses on accounts receivable. Provision is made against accounts receivable to the extent which they are considered to be doubtful. Accounts receivable on the balance sheet are stated net of such provision. The allowance for bad debt as of December 31, 2010 and September 2010 were $22,186 and $21,891, respectively.


Inventory consists of  raw materials, packing supplies, work-in-process, and finished goods. Inventory is valued at the lower of cost or market with cost determined on a weighted average basis. Market value represents the estimated selling price in the ordinary course of business less the estimated costs necessary to complete the sale. Management compares the cost of inventory with the market value and an allowance is made for writing down the inventory to its market value, if lower. No allowance for inventories was made for the three months ended December 31, 2010 and 2009.

Property, plant & equipment

Property, plant and equipment are stated at cost. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and locations for its intended use. Depreciation and amortization are calculated using the straight-like method over the following useful lives:

                        Buildings and improvements                                                                                                     39 years
Machinery, equipment and automobiles                                                                                      5-10 years

Expenditures for maintenance and repairs are charged to expense as incurred. Additions, renewals and betterments are capitalized.
Construction in progress represents direct costs of construction or acquisition and design fees incurred for the Company's new plant and equipment. 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 it is completed and ready for its intended use.


Impairment of long-lived assets
In accordance with ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets," the Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. No impairment exists as of December 31, 2010.

Advances to suppliers

Advance to suppliers represent the payments made and recorded in advance for goods and services.  Advances were also made for the purchase of the materials and equipments of the Company’s construction in progress. The final phase of the construction is not completed.  As such, no amortization was made. The following is the detail of advance payment to vendors:
    As of December 31, 2010     As of September 30, 2010  
Raw material purchase   $ 208,345     $ 6,911  
Equipment purchase     260,515       -  
Plant construction     575,556          
Other services     106,023       -  
Total     1,150,439       6,911  
Revenue recognition

In accordancewith the provisions of Staff Accounting Bulletin (“SAB”) 104, sales revenue is recognized when products are shipped and payments of the customers and collection are reasonably assured.  Payments received, if any, before all of the relevant criteria for revenue recognition are satisfied are recorded as advance from customers.

Shipping and handling

Shipping and handling costs incurred for shipping of finished products to customers are included in selling expense and totaled $ 3,154 and $2,608 for the three months ended December 31, 2010, and 2009, respectively.



Enterprise income tax

The Company will account for income tax under the provisions of ASC 740 "Accounting for Income Taxes", which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes are recognized for all significant temporary differences between tax and financial statements bases of assets and liabilities. Valuation allowances will also be established against net deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company has provided full valuation allowance for the deferred tax assets as of December 31, 2010 and September 30, 2010.

Value added tax

Value added tax is imposed on goods sold in or imported in the PRC. Value added tax 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 value added tax 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. The value added tax payable for the Company as of December 31, 2010 and September 30, 2010 was $120,140 and $98,435, respectively, and is included in taxes payable.

Earnings (Loss) per share

Earnings per share are calculated in accordance with the ASC 260, “Earnings per share.” Basic net earnings per share are based upon the weighted average number of common shares outstanding, but excluding shares issued as compensation that have not yet vested. Diluted net earnings per share are based on the assumption that all dilutive convertible shares and stock options were converted or exercised, and that all unvested shares have vested. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Statement of cash flows
In accordance with GAAP cash flows from the Company's operations are calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet.
Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of accounts receviables, advances to suppliers and other receivables arising from its normal business activities. The Company does not require collateral or other security to support these receivables.  The Company routinely assesses the financial strength of its debtors and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts.

Foreign currency translation

The Company's principal country of operations is the PRC. The financial position and results of operations of the Company are determined using the local currency, Renminbi (“RMB”), as the functional currency. Foreign currency transactions are translated at the applicable rates of exchange in effect at the transaction dates. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. Revenues and expenses are translated at the average exchange rates in effect during the reporting period. Equity accounts are translated in historical exchange rate when the transactions took place.

Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders' equity as "Accumulated Other Comprehensive Income".  Gains and losses resulting from foreign currency translations, if any, are included in condensed consolidated statement of income and other comprehensive income.



The inventory consists of the following:
    As of December 31, 2010     As of September 30, 2010  
 Raw materials   $ 275,307     $ 62,678  
 Packing supplies     23,273       33,325  
 Finished goods     87,179       97,630  
 Total   $ 385,759     $ 193,633  


The detail of property, plant and equipment is as follows:
    As of December 31 2010     As of September 30 2010  
    Machinery & equipment   $ 4,823,718     $ 4,759,665  
    Plant & Buildings     4,991,803       4,846,581  
        Sub total     9,735,521       9,606,246  
    Less: accumulated depreciation     (1,518,768 )     (1,349,642
    Add: construction in process     8,891,608       8,773,538  
    Property, plant and equipment   $ 17,108,361     $ 17,030,142  

Depreciation expense for the three months ended December 31, 2010 and 2009 was $149,751 and $ 139,302, respectively.


The construction is expected to be completed and put in use in 2011. As of December 31, 2010 and September 30, 2010, the Company has spent a total of $8,891,608 and $8,773,538 on the project, respectively. No interest was capitalized since the Company has financed the entire project on its own and no external loans were used.  The management expects to invest another $3.5 million into the construction in process.

The Company periodically has receivables from its affiliates, owned by Mr. Fachun Pu, the majority shareholder and the president of the Company. The Company expects all outstanding amounts due from its affiliates will be repaid and no allowance is considered necessary. The Company also periodically borrows money from its shareholders to finance the operations.

The details of loans to/from related parties are as follows:

   As of December 31, 2010     As of September 30, 2010  
Loan to Chunfei Real Estate
  $ 115,111     $ 337,759  
Total Other Receivable- Related Parties
    115,111       337,759  
Loan From Chunfei Real Estate
  $ 53,654     $ 52,942  
Loan From Chunfei Daily Chemical
    291,226       281,893  
Loan From Pu, Fachun (shareholder)
    443,784       437,891  
Loan From other officer and employee
    8,331       8,220  
Total Due to Related Parties
    796,995       780,946  
Sichuan Chunfei Daily Chemicals Co. Ltd (“Daily Chemical”) and Sichuan Chunfei Real Estate are owned by Mr. Pu Fachun, the majority shareholder and the president of the Company. The loans from Mr. Pu and Daily Chemical bear no interest and are due on September 2012.


All land in the People's Republic of China is government owned and cannot be sold to any individual or company. However, the government grants the user a “land use right” (the Right) to use the land. The land use right was originally acquired by one of the Company’s shareholders in September 2000 for the amount of $833,686 and later was transferred to the Company as a capital investment. In the fiscal year 2008, the Company paid the stamp tax which amounting to $69,539 to get the certificate of the land use right, which was capitalized as part of the asset. The Company has the right to use the land for 50 years and amortized the Right on a straight-line basis over the period of 50 years. As of December 31, 2010 and September 30, 2009, intangible assets consist of the following: 
December 31, 2010
September 30, 2010
Land use rights
$ 1,119,843 
$ 1,104,973 
Less: accumulated amortization
$ 1,013,348 
$ 1,006,065 

The amortization expense from the three months ended December 31, 2010 and 2009 was $6,206 and $6,050, respectively.

The taxes payable includes the following:    
    As of December 31, 2010      As of September 30, 2010  
Corporate income tax payable
  $ 323,301     $ 367,172  
Value-added tax payable
    120,140       98,435  
    6,042       4,714  
Total taxes payable
  $ 449,483     $ 470,321  




The short term and long-term loans include the following:
As of December 31, 2010
As of September 30, 2010
a) Short term loan payable to Nanchong City Bureau of Finance
due on demand, a  fixed interest rate of 0.465% per month
  $ 605,849     $ 597,804  
b) Long term individual loans from unrelated parties                
bear no interest, maturing in 2012
    415,810       410,289  
c) Long term individual loans from unrelated parties                
bear no interest, maturing in 2013
    1,581,265       1,560,267  
  $ 2,602,924     $ 2,568,360  

The Company accrued interest expense of $8,384 and $8,173 for the three months ended December 31, 2010 and 2009, respectively.


The Company requires security deposits from its plant and building contractors prior to start of the construction. The deposits are to be refunded upon officially certified completion of the work within the specified time. The purpose of the security deposits is to protect the Company from unexpected delay and poor construction quality. The Company is expected to return deposits in year 2011 when the construction is expected to be completed.

The Company offers no interest on the security deposits. As of December 31, 2010 and September 30, 2010, the balance of the construction security deposits was $1,257,133 and $1,241,935, respectively.


The Company's subsidiaries are governed by the Income Tax Law of the People's Republic of China. Chunfei Chemical is a foreign invested entity located in the western of China, which enjoyed a tax holiday of 10% deduction from 2001 to 2010. Nanchong Chunfei was taxed at 12.5%, which was approved by local tax authority. Hedi Medicines was taxed at the 25% statutory rate.


The following table reconciles the U.S. statutory rates to the Company's effective tax rate for the three months ended December 31, 2010 and 2009:
For the three months ended December 31
US statutory income tax rate
Foreign income not taxed in US
China Income tax statutory rate
Income tax exemption
Non deductible item
Other Item
Effective rate
Other item represents the net income that could not be offset by loss incurred by other subsidiaries.

The Company incurred a net operating loss for U.S. income tax purposes for the three months ended December 31, 2010. The net operating loss carry forwards, including share-based compensation, for United States income tax purposes amounted to $1,283,702 and $ 1,192,866 as of December 31, 2010 and September 30, 2010, respectively, which may be available to reduce future years' taxable income. These carry forwards will expire, if not utilized, beginning in 2028 through 2030. Management believes that the realization of the benefits arising from these losses appear to be uncertain due to the Company's business operations being primarily conducted in China and foreign income not recognized in the US for United States income tax purposes. Accordingly, the Company has provided a 100% valuation allowance as of December 31, 2010 and September 30, 2010, respectively for the temporary difference related to the loss carry-forwards.



The following table reconciles the changes of deferred tax assets for the three months ended December 31, 2010 and 2009:
    As of December 31, 2010     As of December 31, 2009  
 Deferred tax asset-Beginning   $ 417,503     $ 178,007  
 Addition: loss carry-forward     31,793          
 Valuation allowance-Beginning     417,503       178,007  
 Addition: Valuation allowance     31,793          
 Deferred tax assets-net   $ -     $ -  

Four major customers accounted for approximately 90.5% of the net revenue for the three months ended December 31, 2010, with customers individually accounting for 41.5%, 27.5%, 11.3% and 10.2%, respectively. Two major customers accounted for approximately 85% of the net revenue for the three months ended December 31, 2009, with each customer individually accounting for 52% and 33%, respectively.
One major vendor provided approximately 99% and 95% of the Company's purchases of raw materials for the three months ended December 31, 2010 and 2009, respectively.

None of the vendors and customers mentioned above is related party to the Company.



Noncontrolling interest represents the minority stockholders' ownership of 5% of the equity of Nanchong Chunfei, 14.5% of the equity of Chunfei Chemical and 21.34% of equity of Hedi Medicine. The Company's controlling interest requires that Nanchong Chunfei, Chunfei Chemical and Hedi Medicine’s operations be included in the Company’s Consolidated Financial Statements.
A reconciliation of noncontrolling interest as of December 31, 2010 and 2009 is as follows:
    As of December 31,  
    2010     2009  
 Beginning Balance    $ 1,632,834      $ 1,330,983  
 Proportionate share of Net Income from Chunfei Chemical     73,065       25,027  
 Proportionate share of Net Loss from Hedi Medicine     (5,003 )     (7,406 )
 Proportionate share of Net Income from Nanchong Chunfei     35,453       29,044  
 Add: Proportionate share of other comprehensive income     -       (128 )
     $ 1,736,349      $ 1,377,520  

NOTE 13 – Warrants liability

In March and June 2010, the Company issued 4,200,000 shares of common stock and 4,000,000 Warrants to purchase Common Stock (Series B warrants) to three accredited institutional funds and an accredited investor for $2,000,000.
The Series B Warrants have an initial exercise price which is subject to adjustments in certain circumstances for stock splits, combinations, dividends and distributions, reclassification, exchange or substitution, reorganization, merger, consolidation or sales of assets, issuance of additional shares of common stock or equivalents.  The Series B Warrants may not be exercised if it would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common shares. As a result of its interpretation, the Company concluded  that the Series B Warrants and Option to purchase additional common stock and Series B Warrants should be treated as derivative liabilities because the warrants are entitled to a price adjustment provision to allow the exercise price to be reduced in the event the Company issues or sells any additional shares of common stock at a price per share less than the then-applicable exercise price or without consideration, which is typically referred to as a “Down-round protection” or “anti-dilution” provision.  



NOTE 13 – Warrant liability

During the three months ended December 31, 2010, the Company's warrant liability accounts changed as followed: 
 Opening balance
Issued in 2011
(Income) Loss included in earnings*
Exercised in 2010
Closing balance
* Reported on Consolidated Statements of Income and Other Comprehensive Income: Other Income (Expenses): Change in Fair Value of derivative liabilities
The following table summarizes the shares of the Company's common stock issuable upon exercise of warrants outstanding at December 31, 2010:

Warrants Outstanding
Warrants Exercisable
Range of
Outstanding at
December 31,
Life (Years)
Exercisable at
December 31,


NOTE 14 – Stockholders' Equity
A. Stock issued for consulting services

In October, 2010, 10,256 shares of restricted common stock were issued to the Company’s independent director as compensation for the service from October 2010 to March 2011 A total of $20,000, which represents the fair value of the service, was included in common stock and additional paid-in capital. $10,000 was expensed and included in the Statements of income as a part of general and administrative expenses and $10,000 is recorded in prepaid expense.

In October, 2010, 15,000 shares of restricted common stock were issued as partial compensation to a consultant for services provided to the Company for the year ended September 30 2010.  The service was valued at $30,900, which was included in common stock and additional paid-in capital. Accrued expense was reduced by the same amount.

In October 2010, 60,000 shares were issued to the Company’s investor relation agent for the service from October 2010 to March 2011. A total of $120,000, which represents the fair value of the shares issued, was included in common stock and additional paid-in capital. $60,000 was expensed and included in the Statements of income as a part of general and administrative expenses and $60,000 is recorded in prepaid expense.

In October, 2010, 20,000 shares were issued to a law firm for the service performed for the registration statements filing. A total of $40,000 was included in common stock and additional paid-in capital and accrued expense was reduced by the same amount.



B: Earnings Per Share

The following is a reconciliation of the basic and diluted earnings (loss) per share computations for the three months ended December 31, 2010 and 2009:
Net income (loss) for basic earnings (loss) per share
Weighted average shares used in basic computation
Earnings (loss) per share:
Diluted earnings per share
Net income (loss) for diluted earnings (loss) per share
Weighted average shares used in basic computation
Diluted effect of warrants
Weighted average shares used in diluted computation
Earnings(loss) per share:



Forward Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking" statements as such term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements contain information relating to the Company that is based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company’s management. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect” and “intend” and words or phrases of similar import, as they relate to the Company or Company management, are intended to identify forward-looking statements. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, competitive factors, general economic conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors. Factors that might cause such forward-looking statements to prove inaccurate include, but are not limited to, those discussed in  Section 1A of our Annual Report on Form 10-K for the year ended September 30, 2010 entitled “Risk Factors.”  Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. The Company does not intend to update these forward-looking statements.
The Company is primarily engaged in the business of manufacturing and distributing refined consumer chemical products through its subsidiary, Chunfei Chemicals. Nanchong Chunfei’s business scope is production and sale of Micro Nano Silicon products.
Our core product, Micro Nano Silicon is an ultra fine crystal structured chemical that is used in the chemical industry as a substitute for phosphorus additives, as a reinforcing agent for the rubber industry, and for paint and cover agents for coatings in the paper-making industry. Presently, we focus only on the chemical industry. We believe Micro Nano Silicon is an effective non-phosphorus auxiliary cleaning agent and can compete with the most commonly used phosphorus-free auxiliary agent in synthetic detergents, 4A zeolite.


Results of Operations
Prior to June 2008, the Company was engaged in the business of manufacturing and distributing refined consumer chemical products and veterinary drugs through its subsidiaries. However, our research indicated that the market for non-phosphorus detergent additives offered a significant opportunity. Our research indicated that in China 4A zeolite is the industry standard for non-phosphorus detergent agents and the feedback from our customers indicated that our product could challenge 4A zeolite for the leadership in the industry. For that reason, we developed a new Nano-Silicon production line, which was launched in July 2008. In the second half of 2009, the construction of our Micro-Nano Silicon product line was officially complete, with a production capacity of 30,000 tons annually. Currently we are planning to further expand our current capacity from 30,000 ton to 120,000 ton per year. As of December 31, 2010, our full production capacity was 41,500 ton per year.

Our revenues increased by 43% to $5,929,436 for the quarter ended December 31, 2010. The increase in revenue is attributable to the fact that, as a result of increased market awareness of our product, we have been operating our Micro-Nano Silicon production line at full capacity, producing product for both the detergent and the cement industries, whereas we only produced for the detergent industry in the quarter ended December 31, 2009.
During the quarter ended December 31, 2010, our revenue from the operation of accelerator additive for cement was $870,289, presenting for approximately 15% of the total revenue for the quarter. During the quarter ended December 31, 2009, we did not have this business section with gross margin rate as compare to our detergent and detergent additive section. This is another reason for our increased revenue. As of right now, in China, the increasing number of infrastructure projects drives the demand for cement and other construction materials. In 2010, approximately two billion square meters of cement were produced in China, approximately half of worldwide production. Our management believes that e will be able to market Micro Nano Silicon to the cement industry to lower production costs and assist cement manufacturers' compliance with energy saving regulations.
Going forward, we plan to increase our sales force to market our products beyond our regional base of customers. Since our sales already exceed the production capacity of our plant, we are investing aggressively in an expansion of our production capacity.

Gross Profit

The increase in our cost of goods sold was approximately proportionate to the increase in our revenues. Cost of goods sold, which consists primarily of labor, overhead and product cost, was $4,458,559 for the quarter ended December 31, 2010, representing an increase of $1,259,896 or 39% compared to the quarter ended December 31, 2009. Because the Company started to generate revenue from the construction material industry, whose gross margin is higher than that of detergent industry, our gross margin increased slightly during the quarter ended December 31, 2010, to 25% from 23% of the year earlier. This slight increase of 2% is not material. The mainly reason is that the company expanded its production capacity and the scale of economy effect positively affect the GP margin.

In October 2010, the company's product line for one of our micro nano silicon based powder product stoped for production for repair and maintainence. Our gross margin in Oct is consistent with the fact that with the same fixed cost, lower production will ramp up the gross margin. In November and December 2010, we makeup the lower increasing in production. So the overall sales by the gross profit is consistent.
Within the next several quarters, the Company expects to develop applications for Micro-Nano Silicon in industries other than the non-phosphate detergent market. Beginning from the third quarter of fiscal 2010, the Company commenced to distribute micro nano silicon as an accelerator for cement, thereby entering into construction material industry. Other potential applications for Micro-Nano Silicon include use by the paint industry as a pigment agent and use by the plastics industry for structural reinforcement. These and other applications would  affect our cost of goods sold, as the products that we would offer to the paint and plastics industries would involve greater manufacturing cost than our current detergent product.  In the meantime, as we expand production of our detergent product, we are looking to manage our cost of goods sold more efficiently. In particular, the expansion of our annual production capacity for Micro-Nano Silicon from 30,000 to 120,000 tons should enable us  to manage our cost ratio more efficiently, which could increase our gross profit accordingly.
Selling, General and Administrative Expenses
Our selling, general and administrative, or SG&A, expenses, include expenses associated with salaries and other expenses related to marketing and administrative activities. In addition, we have incurred expenses through the use of consultants and other outsourced service providers to take advantage of specialized knowledge and capabilities that we require for short durations of time to avoid unnecessary hiring of full-time staff.

Our SG&A expenses for quarters ended December 31, 2010 and 2009 were $170,893 and $52,238 respectively. The increase of $118,745 or 227% was mainly caused by the extra cost incurred as a result of being a public company. Our SG&A expense for the quarter ended December 31, 2010 was about 3% of net sales, as compared to the 1% for the prior quater. The increase was primarily related to the expenses arising from consulting expenses, investor relation fee and legal fee, and compensation for directors. We expect that the recent financing will represent only the first step of a more intensive relationship with the U.S. capital markets. If that is the case, then SG&A expense in the future are likely to include increased legal, accounting and other expenses relating to our obligations as a U.S. public company.
Research and Development Expenses
Our business model is based upon developing additional uses for Micro Nano Silicon. Our research and development activities are focus on developing such uses as well as developing nano filitering technology and the production processes for our product.
We have entered into cooperative research and development agreements with the China Academy of Science, a technology research institution, and Southwest University of Science and Technology’s Department of Material Science and Engineering to assist us in our research and development activities. In addition, we maintain an in house research and development staff of eight employees.
For the quarters ended December 31 2010 and 2009, we expended $0 and $4,732 respectively, on research and development.
We believe that the future success of our business depends upon our ability to improve our production processes and  develop additional uses for Micro Nano Silicon.  To avoid product obsolescence, we will continue to monitor technological changes in our industry as well as users' demands for new products. Failure to keep pace with future technological changes could adversely affect our revenues and operating results in the future.  Although we believe that Micro Nano Silicon can be utilized in a number of industries, there can be no assurance that we will gain market acceptance of our products in such industries.

Other Income and Expense
In March and June 2010 we sold 4 million series B warrants. The warrants permit the investors to buy additional common shares at the prices specified in the warrant agreements.  Because the exercise price of the warrants may change in certain circumstances, the fair value of the warrants has been recorded as a warrant liabilities on our balance sheet. 
As of December 31, 2010, the fair value of outstanding warrants was $3,613,087. The change in fair value of warrants and option in the amount of $1,484,396 was recorded as other income: change of fair value of derivative liabilities in the statement of operations.
Income from Operations and Net Income
Our operations are currently profitable, and have been so for the past two years.  Our net income totaled $2,582,965. This represented a $1,864,197 or 259% increase over income from operations for the first quarter of the prior year. Aside from the income from our operations, there was other income of $1,484,396 from the change of fair value of the derivative liabilities. Although our plans to expand our facilities and increase research and development activities will increase our operating expenses in the future, we believe that the top line benefits will more than compensate for the increased expenses, and that we will realize increased income from operations in future periods.
Liquidity and Capital Resources
At December 31, 2010 we had a working capital of $87,579. The current liabilities is primarily composed of construction security deposits totaling $1,257,133. At December 31, 2010 we had loans due to third parties in the aggregate principal amount of $1,997,075. The loans mature in 2012 and 2013. The Company expects that it will need to invest an additional $3.5 million during calendar year 2011 to complete construction and place these assets into service. It is expected that cash flow from operations will be sufficient to fund this. If not, the Company will seek additional capital resources, such as bank loans or an equity raise, to fund those obligation. We will have no other demands on our cash other than operations. The Company has sufficient liquidity for the next twelve months.

The cash used in our operations was $51,161 during the quarter December 31, 2010. Our operations used cash, despite net income for the quarter of $2,582,965, because we advanced $1,134,258 to suppliers to serve a dedicated flow of raw materials and the construction. In addition, $1,484,396 of our net income was attributable to a non-cash event, the reduction in value of our outstanding warrants.
For the quarter ended December 30, 2010, we did not have cash flows from the investing activities. Our financing activities in the quarter ended December 31, 2010 was entirely the procees of $5,495 from the related party loans.
The rapid growth in demand for our products has created a need for rapid expansion of our production capacity.  Future expansion, however, will require additional capital.  For that reason we continue to pursue opportunities for financing. We have at this time, however, no firm commitments for additional funds.
Critical Accounting Policies
Our consolidated financial information has been prepared in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect (1) the reported amounts of our assets and liabilities, (2) the disclosure of our contingent assets and liabilities at the end of each fiscal period and (3) the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and reasonable assumptions, which together form our basis for making judgments about matters that are not readily apparent from other sources. Some of our accounting policies require a higher degree of judgment than others in their application.
When reviewing our financial statements, the following should also be considered: (1) our selection of critical accounting policies, (2) the judgment and other uncertainties affecting the application of those policies, and (3) the sensitivity of reported results to changes in conditions and assumptions. We believe the following accounting policies involve the most significant judgment and estimates used in the preparation of our financial statements.
In our preparation of the financial statements for fiscal year 2010, there were three estimates made which were (a) subject to a high degree of uncertainty and (b) material to our results.  These were

our determination, described in Note 10 to the financial statements, to record a 100% allowance for our deferred tax assets.  This determination was based on the uncertainty that we would realize income taxable in the U.S. in future years; and
our determination, to record no allowance for doubtful accounts with respect to the accounts receivable owed by our two principal customers who, as described in Note 11 to the financial statements, contributed 77% of our revenue for the year.  The determination was based on the fact that the conclusions of our standard receivable testing procedures.
the fair value determination of derivatives liability, which including the assumptions used in the Black- Scholes option-pricing model risk free rate, volatility and dividend yield.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.


Not applicable.
(a)  Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of December 31, 2010, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not effective in enabling us to record, process, summarize and report information required to be included in our periodic SEC filings within the required time period.
(b)  Changes in Internal Controls
The term “internal control over financial reporting” (defined in SEC Rule 13a-15(f)) refers to the process of a company that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated any changes in the Company's internal control over financial reporting that occurred during the fiscal quarter covered by this quarterly report, and they have concluded that there was no change to the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.



The company is not party to any material legal proceeding.
(c) Unregistered sales of equity securities
(e) Purchases of equity securities
The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the 1st quarter of fiscal 2011.

Rule 13a-14(a) Certification

Rule 13a-14(b) Certification




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

American Nano Silicon Technologies, Inc.
Date : February 17, 2011
 /s/Pu Fachun
   Pu Fachun, Chief Executive Officer
   and Chief Financial Officer