ForceField Energy Inc. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - ForceField Energy Inc.	Financial_Report.xls
EX-32 - CERTIFICATION - ForceField Energy Inc.	ssie_ex32.htm
EX-31.2 - CERTIFICATION - ForceField Energy Inc.	ssie_ex312.htm
EX-31.1 - CERTIFICATION - ForceField Energy Inc.	ssie_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

þ	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2012

¨	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period __________ to __________

Commission File Number: 333-145910

SunSi Energies Inc.

(Exact name of registrant as specified in its charter)

Nevada		20-8584329
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

245 Park Avenue, 24th Floor New York, New York		10167
(Address of principal executive offices)		(Zip Code)

212-672-1786

(Issuer’s telephone number)

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

Large accelerated filer	o	Accelerated filer	o
Non-Accelerated filer	o	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes þ No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 30,073,302 common shares as of May 21, 2012.

		Page
PART I – FINANCIAL INFORMATION

Item 1:	Financial Statements		3

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations		4

Item 3:	Quantitative and Qualitative Disclosures About Market Risk		18

Item 4:	Controls and Procedures		18

PART II – OTHER INFORMATION

Item 1:	Legal Proceedings		19

Item 1A:	Risk Factors		19

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds		19

Item 3:	Defaults Upon Senior Securities		19

Item 4:	Mine Safety Disclosures		19

Item 5:	Other Information		19

Item 6:	Exhibits		20

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Our unaudited financial statements included in this Form 10-Q are as follows:

F-1	Consolidated Balance Sheets as of March 31, 2012 (Unaudited) and December 31, 2011

F-2	Interim Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2012 and 2011

F-3	Interim Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011

F-4	Notes to Interim Unaudited Consolidated Financial Statements

SUNSI ENERGIES INC.

Consolidated Balance Sheets

	March 31,			December 31,
	2012			2011
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	332,460		$	674,291
Accounts receivable, net		3,689,423			3,773,556
Notes receivable		158,700			559,325
Inventory, net		411,043			657,287
Prepaid expenses and other current assets		115,196			207,837
Total current assets		4,706,822			5,872,296
Property, plant and equipment		7,908,205			7,890,132
Goodwill		608,190			608,953
Intangible assets, net		2,992,262			3,142,997
Accounts receivable, net – non-current		34,637			—
Related party receivables – trade		608,106			489,595
Other assets		21,710			21,737
Total assets	$	16,879,932		$	18,025,710

LIABILITIES AND EQUITY

Current liabilities:
Accounts payable	$	2,827,327		$	3,333,500
Accrued liabilities		389,431			373,802
Related party payables		5,683,435			5,665,245
Income taxes payable		721,464			886,050
Total current liabilities		9,621,657			10,258,597
Long term debt		100,000			100,000
Total liabilities		9,721,657			10,358,597

Commitments and contingencies		—			—

Equity:
SunSi Energies Inc. stockholders' equity:
Preferred stock, $0.001 par value. 25,000,000 shares authorized; zero shares
issued and outstanding		—			—
Common stock, $0.001 par value. 75,000,000 shares authorized; and 30,070,628 and 30,005,628 shares
issued and outstanding as of March 31, 2012 and December 31, 2011, respectively		30,071			30,006
Additional paid-in capital		8,940,206			8,855,271
Accumulated deficit		(4,166,059	)		(3,701,526	)
Accumulated other comprehensive income		288,787			280,024
Total SunSi Energies Inc. stockholders' equity		5,093,005			5,463,775
Noncontrolling interests		2,065,270			2,203,338
Total equity		7,158,275			7,667,113
Total liabilities and equity	$	16,879,932		$	18,025,710

The accompanying notes are an integral part of the consolidated financial statements.

F-1

SUNSI ENERGIES INC.

Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

	Three Months Ended March 31,
	2012			2011

Sales	$	507,627		$	5,501,363
Cost of goods sold		475,325			4,986,916
Gross margin		32,302			514,447
Operating expenses:
Professional fees		141,710			91,705
General and administrative		605,119			170,539
Total operating expenses		746,829			262,244
Income (loss) from operations before income taxes		(714,527	)		252,203
Interest expense, net		2,250			—
Income (loss) from operations before income taxes		(716,777	)		252,203
Provision for income taxes (benefit)		(114,176	)		116,395
Net income (loss)		(602,601	)		135,808
Less: Net income (loss) attributable to noncontrolling interests		(138,068	)		120,357
Net income (loss) attributable to SunSi Energies Inc. common shareholders	$	(464,533	)	$	15,541

Basic and diluted earnings (loss) per share	$	(0.02	)	$	0.00

Weighted-average number of common shares outstanding:
Basic and diluted		30,020,628			27,953,734

Comprehensive income (loss):
Net income (loss)	$	(464,533	)	$	15,451
Foreign currency translation adjustment		8,763			40,008
Comprehensive income (loss)		(455,770	)		55,549
Comprehensive income (loss) attributable to noncontrolling interests		(138,068	)		120,357
Comprehensive income (loss) attributable to SunSi Energies Inc.	$	(593,838	)	$	175,816

The accompanying notes are an integral part of the consolidated financial statements.

F-2

SUNSI ENERGIES INC.

Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended March 31,
	2012			2011
Cash flows from operating activities:
Net income (loss)	$	(602,601	)	$	135,808
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		309,002			54,864
Changes in operating assets and liabilities:
Accounts receivable		44,701			(306,092	)
Notes receivable		399,345			98,795
Inventory		245,065			(89,897	)
Prepaid expenses and other current assets		92,246			(13,002	)
Related party receivables - trade		(118,952	)		11,543
Other assets		—			7,600
Accounts payable		(551,963	)		(320,382	)
Accrued liabilities		106,647			(407,557	)
Income taxes payable		(163,239	)		114,686
Net cash used in operating activities		(239,749	)		(713,634	)

Cash flows from investing activities:
Cash consideration for acquisition of business		—			(445,075	)
Cash acquired in acquisition of business		—			966,466
Purchase of property, plant and equipment		(190,340	)		(41,916	)
Net cash provided by (used in) investing activities		(190,340	)		479,475

Cash flows from financing activities:
Proceeds from issuance of common stock, net of issuance costs		45,000			162,000
Proceeds from related party payables		44,123			387,176
Net cash provided by financing activities		89,123			549,176

Effect of exchange rates on cash and cash equivalents		(865	)		3,589
Net increase (decrease) in cash and cash equivalents		(341,831	)		318,606
Cash and cash equivalents at beginning of period		674,291			576,286
Cash and cash equivalents at end of period	$	332,460		$	894,892

Supplemental disclosure of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

Supplemental disclosure of non-cash investing and financing activities:
Estimated beginning fair value of assets and liabilities received on consolidation:
Assets acquired	$	—		$	16,013,998
Liabilities assumed	$	—		$	(10,294,200	)
Noncontrolling interests	$	—		$	(2,956,294	)
Total net assets acquired	$	—		$	2,763,504
Identified intangible assets on acquisitions	$	—		$	3,093,070
Issuance of stock related to acquisitions	$	—		$	5,354,109
Stock issued to reduce accounts payable	$	40,000		$	—

The accompanying notes are an integral part of the consolidated financial statements.

F-3

SUNSI ENERGIES INC.

Notes to Interim Unaudited Consolidated Financial Statements

March 31, 2012

(Expressed in United States dollars)

1.	NATURE OF OPERATIONS

On January 30, 2007, SunSi Energies Inc. (“the Company” or “SunSi”) was incorporated in the State of Nevada. Through its operations based in the People’s Republic of China (“China” or “PRC”), SunSi is a manufacturer and distributor of the specialty chemical trichlorosilane (“TCS”). SunSi’s focus is to acquire and develop a portfolio of high quality TCS producing facilities and distribution rights that provide the potential for significant future growth and expansion. TCS is primarily used in the production of polysilicon; an essential raw material required in the production of solar cells for photovoltaic (“PV”) solar panels. A renewable energy source, PV panels convert solar radiation, or sunlight, into direct current electricity. Prior to December 9, 2010 when the Company acquired 90% of Zibo Baokai Commerce and Trade Co., Ltd. (“Baokai”), SunSi was a Development Stage Company as defined by ASC Topic 915. After the purchase of Baokai, the Company emerged from development stage status and started generating revenues.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and are expressed in United States dollars. The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary SunSi Energies Hong Kong Limited (“SunSi HK”), SunSi HK's 90% owned subsidiary Zibo Baokai Commerce and Trade Co., Ltd. and SunSi HK's 60% owned subsidiary Wendeng He Xie Silicon Industry Co., Ltd. (“Wendeng”). All intercompany accounts have been eliminated in consolidation. As a result of the acquisitions of Baokai and Wendeng, the Company transitioned from a development stage company to planned operations. Consequently, the need to disclose certain historical data required as a development stage company and presented in prior company filings is no longer necessary.

Change of Fiscal Year-End

On December 8, 2011, the Company changed its fiscal year-end to December 31 from May 31. This change has no impact on this Quarterly Report on Form 10-Q or on historical financial data shown within this Report.

The Company’s significant accounting policies are as follows:

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company continually evaluates its estimates, including but not limited to those related to the valuation of accounts receivable, inventories, deferred income taxes, goodwill and intangible assets, and the estimation on the useful lives of property, plant and equipment. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

The Company believes that the following critical accounting policies govern its more significant judgments and estimates used in the preparation of its consolidated financial statements:

F-4

Financial Instruments

The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are stated at cost and consist solely of bank deposits held in the United States, Hong Kong and the PRC (“China”). The carrying amount of cash and cash equivalents approximates fair value.

As of March 31, 2012, $287,540 of the cash and cash equivalents were in banks in China; a Wendeng branch of Industrial & Commercial Bank of China and a Central District, Hong Kong branch of HSBC Bank. The remittance of these funds out of China is subject to exchange control restrictions imposed by the Chinese government. Deposits in banks in the PRC are not insured by any government entity or agency, and are consequently exposed to risk of loss. Management believes the probability of a bank failure, causing loss to the Company, is remote.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. At March 31, 2012 and December 31, 2011, substantially all of the Company’s cash and cash equivalents and restricted cash were held by major financial institutions located in the United States, Hong Kong and the PRC, which management believes are of high credit quality.

With respect to accounts receivable, the Company extends credit based on an evaluation of the customer’s financial condition. The Company generally does not require collateral for trade receivables and maintains an allowance for doubtful accounts of accounts receivable.

Allowance for doubtful accounts

The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations, and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required.

Bad debts are written off when identified. The Company extends unsecured credit to customers up to one month in the normal course of business. The Company does not accrue interest on trade accounts receivable. Historically, losses from uncollectible accounts have not significantly deviated from the specific allowance estimated by the management. This specific provisioning policy has not changed since establishment and the management considers that the aforementioned specific provisioning policy is adequate and does not expect to change this established policy in the near future.

F-5

Inventory

Inventories are stated at the lower of cost or market value. Cost is determined on weighted average basis and includes all expenditures incurred in bringing the goods in a saleable condition to the point of sale. The Company’s inventory reserve requirements generally fluctuate based on projected demands and market conditions. In determining the adequate level of inventories to have on hand, management makes judgments as to the projected inventory demands as compared to the current or committed inventory levels. Inventory quantities and condition are reviewed regularly and provisions for excess or obsolete inventory are recorded based on the condition of inventory and the Company’s forecast of future demand and market conditions.

Intangible assets – land use rights

Land use rights are stated at cost less accumulated amortization. Amortization is provided using the straight-line method over the terms of 50 years. The lease term is obtained from the relevant PRC land authority.

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use.

The property, plant and equipment of the Company will be depreciated with straight-line method according to the following estimated residual value and service life.

	Service life (year)		Estimated residual rate %		Annual depreciation rate %

Building		20		5		2.05
Furniture and equipment		5		5		3.17
Machines and equipment		10		5		7.34
Automotive equipment		5		5		10.93
Office equipment		5		5		8.64

F-6

The residual value and service life of property, plant and equipment will be reviewed on each balance sheet date, and adjusted if necessary.

The Company capitalizes the interest expenses incurred before property, plant and equipment are built and installed to the usable state, and capitalizes other loan interest expenses.

Construction in progress

The value of construction in progress comprises buildings and plants under construction, as well as machines and equipment being installed and commissioned, specifically comprises the costs of property, plant and equipment and other direct costs, relevant interest expenses accrued during the construction period and profits and losses from foreign exchange transactions.

Depreciation will not start until the construction in progress is completed and put into operation.

Impairment of Assets

The Company reviews long-lived assets and certain identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In evaluating the fair value and future benefits of its long-lived assets, management performs an analysis of the anticipated undiscounted future net cash flows of the individual assets over the remaining depreciation or amortization period. The Company recognizes an impairment loss if the carrying value of the asset exceeds the expected future cash flows.

Each year, the Company performs a transitional test for impairment of goodwill and other indefinite-lived intangible assets. This test is performed by comparing, at the reporting unit level, the carrying value of goodwill to its fair value. The Company assesses fair value based upon its best estimate of the present value of future cash flows that it expects to generate by the reporting unit. In conjunction with its recent change in fiscal year-end, the Company’s annual fair value assessment is performed each December 31 on subsidiaries with material goodwill on their respective balance sheets. However, changes in expectations as to the present value of the reporting unit’s future cash flows might impact subsequent years’ assessments of impairment.

Goodwill and Intangible Assets

Under ASC 350, the Company is required to perform an annual impairment test of the Company’s goodwill and indefinite-lived intangibles. On an annual basis, management assesses the composition of the Company’s assets and liabilities, as well as the events that have occurred and the circumstances that have changed since the most recent fair value determination. If events occur or circumstances change that would more likely than not reduce the fair value of goodwill and indefinite-lived intangibles below their carrying amounts, they will be tested for impairment. The Company will recognize an impairment charge if the carrying value of the asset exceeds the fair value determination. The impairment test that the Company has selected historically consisted of a ten year discounted cash flow analysis including the determination of a terminal value, and requires management to make various assumptions and estimates including revenue growth, future profitability, peer group comparisons, and a discount rate which management believes are reasonable.

F-7

The impairment test involves a two-step approach. Under the first step, the Company determines the fair value of each reporting subsidiary to which goodwill has been assigned. The Company then compares the fair value of each reporting subsidiary to its carrying value, including goodwill. The Company estimates the fair value of each reporting subsidiary by estimating the present value of the reporting subsidiaries' future cash flows. If the fair value exceeds the carrying value, no impairment loss is recognized. If the carrying value exceeds the fair value, the goodwill of the reporting unit is considered potentially impaired and the second step is completed in order to measure the impairment loss.

Under the second step, the Company calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets, including any unrecognized intangible assets, of the reporting unit from the fair value of the reporting unit, as determined in the first step. The Company then compares the implied fair value of goodwill to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, the Company recognizes an impairment loss equal to the difference.

Income Taxes

The Company accounts for income taxes under FASB ASC 740 Accounting for Income Taxes. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05 Accounting for Uncertainty in Income Taxes prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. We assess the validity of our conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause us to change our judgment regarding the likelihood of a tax position’s sustainability under audit. We have determined that there were no uncertain tax positions for the periods ended March 31, 2012 and December 31, 2011.

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260 “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Fair value of financial instruments

The Company adopted FASB ASC 820 on June 1, 2010. The adoption of FASB ASC 820 did not materially impact the Company's financial position, results of operations or cash flows. FASB ASC 820 requires the disclosure of the estimated fair value of financial instruments including those financial instruments for which the fair value option was not elected. The carrying amounts of both the financial assets and liabilities approximate to their fair values due to short maturities or the applicable interest rates approximate the current market rates.

F-8

Revenue Recognition

Revenue from the sales of the Company’s products is recognized upon customer acceptance. This occurs at the time of delivery to the customer, provided persuasive evidence of an arrangement exists, such as a signed sales contract. The significant risks and rewards of ownership are transferred to the customers at the time when the products are delivered and there is no significant post-delivery obligation to the Company. In addition, the sales price is fixed or determinable and collection is reasonably assured. The Company does not provide customers with contractual rights of return for products. When there are significant post-delivery performance obligations, revenue is recognized only after such obligations are fulfilled. The Company evaluates the terms of the sales agreement with its customer in order to determine whether any significant post-delivery performance obligations exist. Currently, the sales do not include any terms which may impose any significant post-delivery performance obligations on the Company.

Revenue from the sales of the Company’s products represents the invoiced value of goods, net of the value-added tax (VAT). All of the Company’s products that are sold in the PRC are subject to a Chinese value-added tax at a rate of 17 percent of the gross sales price. This VAT may be offset by the VAT paid by the Company on raw and other materials that are included in the cost of producing the Company’s finished products.

Advertising expenses

Advertising costs are expensed as incurred.

Shipping and handling costs

All shipping and handling costs are included in cost of sales expenses.

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Transactions may occur in Renminbi (“RMB”) dollars and management has adopted ASC 830 “Foreign Currency Matters”. The RMB is not freely convertible into foreign currencies. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

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 transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders' equity in the statement of stockholders' equity.

F-9

Comprehensive Gain or Loss

ASC 220 “Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As of March 31, 2012, the Company has items that represent comprehensive income and, therefore, has included a schedule of comprehensive income (loss) in the financial statements.

3.	THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

The following Accounting Standards Codification Updates have been issued prior to, or will become effective after the end of, the period covered by these financial statements. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

Pronouncement	Issued	Title

ASU No. 2010-25	September 2010	Plan Accounting—Defined Contribution Pension Plans (Topic 962) Reporting Loans to Participants by Defined Contribution Pension Plans EITF consensus
ASU No. 2010-26	October 2010	Financial Services—Insurance (Topic 944) Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts EITF consensus
ASU No. 2010-27	December 2010	Other Expenses (Topic 720) Fees Paid to the Federal Government by Pharmaceutical Manufacturers EITF consensus
ASU No. 2010-28	December 2010	Intangibles—Goodwill and Other (Topic 350) When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts EITF consensus
ASU No. 2010-29	December 2010	Business Combinations (Topic 805) Disclosure of Supplementary Pro Forma Information for Business Combinations EITF consensus
ASU No. 2011-01	January 2011	Receivables (Topic 310) Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20
ASU No. 2011-02	April 2011	Receivables (Topic 310) A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring
ASU No. 2011-03	April 2011	Transfers and Servicing (Topic 860) Reconsideration of Effective Control for Repurchase Agreements
ASU No. 2011-04	May 2011	Fair Value Measurement (Topic 820) Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs
ASU No. 2011-05	June 2011	Comprehensive Income (Topic 220): Presentation of Comprehensive Income
ASU No. 2011-06	July 2011	Other Expenses (Topic 720): Fees Paid to the Federal Government by Health Insurers
ASU No. 2011-07	July 2011	Health Care Entities (Topic 954): Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debts, and the Allowance for Doubtful Accounts for Certain Health Care Entities
ASU No. 2011-08	September 2011	Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment
ASU No. 2011-09	September 2011	Compensation – Retirement Benefits – Multiemployer Plans (Subtopic 715-80): Disclosures about an Employer’s Participation in a Multiemployer Plan
ASU No. 2011-10	December 2011	Property, Plant, and Equipment (Topic 360): Derecognition of in Substance Real Estate – a Scope Clarification (a consensus of the FASB Emerging Issues Task Force)
ASU No. 2011-11	December 2011	Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities
ASU No. 2011-12	December 2011	Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05

To the extent appropriate, the guidance in the above Accounting Standards Codification Updates is already reflected in our financial statements and management does not anticipate that these accounting pronouncements will have any future effect on our financial statements.

F-10

4.	ACCOUNTS RECEIVABLE, NET

Accounts receivable and notes receivable at March 31, 2012 and December 31, 2011 were comprised of the following:

	March 31, 2012			December 31, 2011

Trade receivables	$	3,299,891		$	3,799,420
Allowance for doubtful accounts		(25,831	)		(25,864	)
Total		3,724,060			3,773,556
Less: Current portion		(3,689,423	)		(3,773,556	)
Accounts receivable, non-current	$	34,637		$	—

At December 31, 2011, the Company established an allowance for doubtful accounts by recording a bad debt expense of $23,163 related to its trade accounts receivable. No additional bad debt expense was recorded during the three months ended March 31, 2012.

As of March 31, 2012, three customers accounted for approximately 11%, 30% and 57%, respectively, or approximately 98% of total accounts receivable. Additionally, one of these three customers accounted for 100% of the Company’s revenues for the three months ended March 31, 2012.

As of December 31, 2011, three customers accounted for approximately 11%, 22% and 65%, respectively, or approximately 98% of total accounts receivable.

5.	NOTES RECEIVABLE

Accounts receivable and notes receivable at March 31, 2012 and December 31, 2011 were comprised of the following:

	March 31, 2012		December 31, 2011

Notes receivable	$	158,700	$	559,325

Total	$	158,700	$	559,325

Notes receivable represent negotiable commercial paper which can be utilized to acquire new goods or to satisfy invoices due third parties in China.

INVENTORY

Inventory at March 31, 2012 and December 31, 2011 was comprised of the following:

	March 31, 2012			December 31, 2011

Raw materials	$	186,989		$	187,224
Finished goods		308,074			554,189
Allowance for excess or obsolete inventory		(84,020	)		(84,126	)

Total	$	411,043		$	657,287

At December 31, 2011, the Company established a provision for excess or obsolete inventory by recording a charge of $82,706 to cost of goods sold. No additional provision for excess or obsolete inventory was made during the three month period ended March 31, 2012.

F-11

7.	PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at March 31, 2012 and December 31, 2011 were comprised of the following:

	March 31, 2012		December 31, 2011

Advances to suppliers, net of allowance	$	113,634	$	46,632
Prepaid expenses		431		157,222
Other		1,131		3,983

Total	$	115,196	$	207,837

Advances made to suppliers are for the purchase of raw materials which are expected to be recovered in one year. At December 31, 2011, the Company established a provision for doubtful accounts by recording a bad debt expense of $9,314 related to its advances to suppliers. No additional bad debt expense was recorded during the three months ended March 31, 2012. Prepaid expenses and other assets represent normal course prepayments made by the Wendeng segment.

8.	PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at March 31, 2012 and December 31, 2011 was comprised of the following:

						March 31, 2012							December 31, 2011
			Accumulated			Net book				Accumulated			Net book
	Cost		Depreciation			Value		Cost		Depreciation			Value

Building	$	3,741,178	$	(195,016	)	$	3,546,162	$	3,745,873	$	(145,042	)	$	3,600,831
Furniture and equipment		9,721		(1,279	)		8,442		9,733		(773	)		8,960
Machinery and equipment		3,870,539		(418,689	)		3,451,850		3,875,396		(318,543	)		3,556,853
Automotive equipment		321,239		(44,465	)		276,774		172,375		(33,685	)		138,690
Office equipment		12,306		(1,909	)		10,397		11,558		(1,287	)		10,271
Construction in Progress		614,580		—			614,580		574,527		—			574,527

Total	$	8,569,563	$	(661,358	)	$	7,908,205	$	8,389,462	$	(499,330	)	$	7,890,132

Depreciation expense for the three months ended March 31, 2012 and 2011 totaled $162,419 and $32,487, respectively.

Differences may arise in the amount of depreciation expense reported in the Company's operating results as compared to the corresponding change in accumulated depreciation due to foreign currency translation. These translation adjustments are reflected in accumulated other comprehensive income, a separate component of the Company's stockholders' equity.

F-12

9.	BUSINESS COMBINATIONS

During the year ended December 31, 2011, the Company completed its acquisitions of equity interests in both Zibo Baokai Commerce and Trade Co., Ltd. and Wendeng He Xie Silicon Industry Co., Ltd. These acquisitions were accounted for as business combinations under the acquisition method of accounting.

Acquisition of Zibo Baokai Commerce and Trade Co., Ltd

Description of Transaction

On December 8, 2010, SunSi HK acquired a 90% equity interest in Zibo Baokai Commerce and Trade Co., Ltd (“Baokai”) for cash consideration of $263,647. As part of the closing, Baokai was re-formed as a joint venture business under Chinese law and issued a new business license.

Founded in January 2008, Baokai is located in the city of Zibo in the Shandong province of the People’s Republic of China. Baokai maintains the right to distribute the trichlorosilane production of Zibo Baoyun Chemical Plant both domestically and internationally. Trichlorosilane (“TCS”), a chemical primarily used in the production of polysilicon, is an essential raw material used in the production of solar cells for photovoltaic panels which convert sunlight into electricity.

The acquisition was accounted for as a business combination under the acquisition method of accounting in accordance with generally accepted accounting principles.

Fair Value of Consideration Transferred and Recording of Assets Acquired, Liabilities Assumed and Noncontrolling Interests

The following table summarizes the acquisition date fair value of the consideration transferred, identifiable assets acquired, liabilities assumed and noncontrolling interests including an amount for goodwill:

Consideration:
Cash and cash equivalents	$	263,647
Fair value of total consideration transferred		263,647

Recognized amount of identifiable assets acquired and liabilities assumed:
Total identifiable net assets	$	—
Noncontrolling interest in Baokai		(29,294	)
Goodwill		292,941
	$	263,647

F-13

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the acquisition is attributable to the general reputation of the business. The goodwill is not expected to be deductible for tax purposes.

The following summarizes unpaid purchase consideration included in the accompanying Balance Sheet at March 31, 2012 and December 31, 2011:

		March 31, 2012				December 31, 2011
Purchase consideration related to the Baokai acquisition, unpaid and accrued		$	163,647			$	163,647

Acquisition of Wendeng He Xie Silicon Co., Ltd

Description of Transaction

On March 18, 2011, SunSi HK acquired a 60% equity interest in Wendeng He Xie Silicon Co., Ltd. (“Wendeng”) in exchange for total consideration of approximately $5.8 million comprised of the following:

(1)	$445,075 of cash consideration;
(2)	1,349,628 restricted shares of SunSi common stock, such shares carry an optional right of redemption whereby the Company shall buy such shares back from shareholder if shareholder exercises the option within six months at a price equivalent to RMB 18,000,000 on the transfer date; and
(3)	1,574,566 restricted shares of SunSi common stock, transferred by an affiliate of SunSi.

As part of the closing, Wendeng was re-formed as a joint venture business under Chinese law and issued a new business license.

On June 13, 2011, SunSi HK executed an Addendum with Mr. Dongqiang Liu, the 40% minority shareholder of Wendeng, for the purpose of amending the terms to the Equity Transfer Agreement dated November 22, 2010, as amended on December 15, 2010 (collectively the “Original Agreement”), between the parties for the purchase of a 60% equity interest in Wendeng.

Under the terms of the Original Agreement, the Company would have had an obligation, upon receiving formal notice from Mr. Dongqiang Liu, to buy back 1,349,628 shares of its common stock at a value of RMB 18,000,000 (approximately USD $2.00 per share) from Mr. Dongqiang Liu. The Addendum cancelled any potential obligation of the Company to buy back such shares and confirms that all purchase consideration is fully paid.

As a result of the Addendum, the Company reclassified the value of the common shares previously subject to the buyback provision, approximately $2.7 million, as additional paid-in capital. These shares were presented as redeemable common stock on the Company’s consolidated balance sheets in the prior period.

Founded in April 2008, Wendeng is located in Weihai City in the Shandong province of the People’s Republic of China. Wendeng manufactures and distributes trichlorosilane, a chemical primarily used in the production of polysilicon and an essential raw material utilized in the production of solar cells for photovoltaic panels which convert sunlight into electricity. All of Wendeng’s sales are to destinations within the People’s Republic of China.

The acquisition was accounted for as a business combination under the acquisition method of accounting in accordance with generally accepted accounting principles.

F-14

Fair Value of Consideration Transferred and Recording of Assets Acquired, Liabilities Assumed and Noncontrolling Interests

Consideration:
Cash and cash equivalents	$	445,075
Common stock, 1,574,566 shares of SunSi common stock (1)		2,645,271
Redeemable common stock, 1,349,628 shares of SunSi common stock (2)		2,708,838
Fair value of total consideration transferred	$	5,799,184

Recognized amount of identifiable assets acquired and liabilities assumed:
Financial assets	$	3,613,721
Inventory		473,354
Other current assets		309,329
Related party receivables		1,131,548
Property, plant and equipment		7,392,976
Identifiable intangible assets:
Land use leasehold		1,559,070
Customer relationships		1,534,000
Financial liabilities		(10,294,200	)
Total identifiable net assets		5,719,798
Noncontrolling interest in Wendeng		(2,927,000	)
Goodwill		3,006,386
	$	5,799,184

(1)	The $1.68 per share price was determined by reference to recent private placement shares issued, less a discount for marketability. This fair value measurement is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement as defined in ASC Topic 820.
(2)	Represents the redeemable option price granted by SunSi to the shareholder.

The Company utilized an alternative valuation method for the restricted common stock issued due to the limited public trading volume of its common stock prior to the measurement date. The recent average daily trading volume of the Company’s common shares was below levels considered by management to be representative of an active market.

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the acquisition is attributable to the general reputation of the business and the collective experience of the management and employees. The goodwill is not expected to be deductible for tax purposes.

F-15

Below is a summary of the methodologies and significant assumptions used in estimating the fair value of intangible assets and noncontrolling interests.

●

Intangible assets — The fair value of the acquired intangible assets was determined using a variety of valuation approaches. In estimating the fair value of the acquired intangible assets, the Company utilized the valuation methodology determined to be most appropriate for the individual intangible asset being valued as described below. The acquired intangible assets include the following:

	Valuation Method (2)	Estimated Fair Value		Estimated Useful Lives (1)
				(in years)
Cu Customer relationships	Multi-Period Excess Earnings	$	1,534,000		3

(1)

Determination of the estimated useful lives of the individual categories of intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with definite lives is recognized over the shorter of the respective lives of the agreement or the period of time the assets are expected to contribute to future cash flows.

(2)

The multi-period excess earnings method estimates an intangible asset’s value based on the present value of the prospective net cash flows (or excess earnings) attributable to it. The value attributed to these intangibles was based on projected net cash inflows from existing contracts or customer relationships. This fair value measurement is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement as defined in ASC Topic 820.

Some of the more significant estimates and assumptions inherent in determining the fair value of the customer relationships are associated with forecasting cash flows and profitability. The primary assumptions used were generally based upon the present value of anticipated cash flows, assuming a three year customer attrition rate, discounted to present value at a 25% rate.

●

Noncontrolling interests — The fair value of the noncontrolling interests of $2.9 million was estimated by applying the income approach. This fair value measurement is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement as defined in ASC Topic 820. Key assumptions include (i) a compound annual sales growth rate of 33% for the five year period after the measurement date, (ii) a weighted average cost of capital of 19%, (iii) a terminal value based on a long-term sustainable growth rate of 3.5% and (iv) adjustments for lack of control and lack of marketability that market participants would consider when estimating the fair value of the noncontrolling interest in Wendeng.

F-16

10.	GOODWILL AND INTANGIBLE ASSETS, NET

The carrying amount of goodwill at March 31, 2012 and December 31, 2011 was comprised of the following:

	March 31, 2012		December 31, 2011

Goodwill – Wendeng He Xie Silicon Co., Ltd	$	583,183	$	583,183
Foreign currency translation adjustments		25,007		25,770

Goodwill, net	$	608,190	$	608,953

Intangible assets at March 31, 2012 and December 31, 2011 were comprised of the following:

		March 31, 2012								December 31, 2011
	Amortization		Gross					Net			Gross					Net
	Period		Carrying		Accumulated			Book			Carrying		Accumulated			Book
	(Years)		Amount		Amortization			Value			Amount		Amortization			Value

Intangible assets subject to amortization:
Customer relationships	3.0		$	1,599,780	$	(555,479	)	$	1,044,301		$	1,601,787	$	(419,105	)	$	1,182,682
Land leasehold and use rights	50.0			1,988,321		(40,360	)		1,947,961			1,990,816		(30,501	)		1,960,315

Total			$	3,588,101	$	(595,839	)	$	2,992,262		$	3,592,603	$	(449,606	)	$	3,142,997

Amortization expense for intangible assets subject to amortization for the three months ended March 31, 2012 and 2011 totaled $146,583 and $22,377, respectively.

Differences may arise in the amount of amortization expense reported in the Company's operating results as compared to the corresponding change in accumulated depreciation due to foreign currency translation. These translation adjustments are reflected in accumulated other comprehensive income, a separate component of the Company's stockholders' equity.

F-17

11.	RELATED PARTY RECEIVABLES - TRADE

Related party receivables were comprised of the following at March 31, 2012 and December 31, 2011:

	March 31, 2012		December 31, 2011

Wendeng Huahai Chemical Co., Ltd.	$	608,106	$	489,595

Total	$	608,106	$	489,595

The amount represents trade receivables due from a related party; an entity in which a shareholder of the Company maintains an equity interest. The receivable is interest-free, unsecured and payable in accordance with the Company’s standard trade terms.

12.	OTHER ASSETS

Other assets were comprised of the following at March 31, 2012 and December 31, 2011:

	March 31, 2012		December 31, 2011

Deposit – Department of Extrabudgetary Fund, Wendeng	$	21,710	$	21,737

Total	$	21,710	$	21,737

F-18

13.	ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities were comprised of the following at March 31, 2012 and December 31, 2011:

	March 31, 2012		December 31, 2011

Accounts payable	$	2,827,327	$	3,333,500
Accrued liabilities		389,431		373,802

Total	$	3,216,758	$	3,707,302

Accounts payable and accrued liabilities primarily represent trade payables of the Company’s Chinese operating subsidiaries.

14.	RELATED PARTY PAYABLES

Related party payables were comprised of the following at March 31, 2012 and December 31, 2011:

	March 31, 2012		December 31, 2011

Advances from minority shareholder of noncontrolling interest (Wendeng)	$	5,519,788	$	5,501,598
Purchase consideration due minority shareholder of noncontrolling interest (Baokai)		163,647		163,647

Total	$	5,683,435	$	5,665,245

The minority shareholder of the Company’s Wendeng subsidiary made a series of advances, both pre and post-acquisition, to fund capital expenditures and plant expansion. These advances were made on an interest-free basis, are unsecured and payable on demand.

The amount due to the minority shareholder of its Baokai subsidiary represents unpaid purchase consideration from the Company’s December 8, 2010 acquisition (see Note 9 – Business Combinations). This amount bears no interest, is unsecured and payable on demand.

F-19

15.	INCOME TAXES

Income taxes payable were comprised of the following at March 31, 2012 and December 31, 2011:

	March 31, 2012		December 31, 2011

United States income taxes payable	$	—	$	—
Foreign income taxes payable		721,464		886,050
Total	$	721,464	$	886,050

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has incurred a net operating loss of approximately $2,437,000 which expires in 2031. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

As a result of operations recorded at Baokai and Wendeng located in China, the Company recorded a net tax benefit of $114,176 for the three months ended March 31, 2012 based upon their estimated effective tax rates. Pursuant to the new PRC’s enterprise income tax (“EIT”) law, the Company is subject to EIT at the statutory rate of 25%. Income taxes in the statements of operations and comprehensive income (loss) represent current taxes for the periods ended March 31, 2012 and 2011. The effective income tax rate has no material difference with the PRC statutory income tax rate of 25% for the periods ended March 31, 2012 and 2011.

The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provision of FASB ASC 740. The Company has recorded no deferred tax assets or liabilities as of March 31, 2012 and December 31, 2011, since nearly all differences in tax basis and financial statement carrying values are permanent differences.

16.

DEBT

Debt was comprised of the following at March 31, 2012 and December 31, 2011:

	March 31, 2012		December 31, 2011

9% Unsecured, convertible debenture	$	100,000	$	100,000
Loan discount on unsecured, convertible debenture		—		—
Total long term debt		100,000		100,000
Less: Current portion		—		—
Long term debt	$	100,000	$	100,000

F-20

The following table summarizes the issuance of all unsecured, convertible debentures during the three month period ended March 31, 2012 and year ended December 31, 2011:

Issue Date	Interest Rate	Face Value		Maturity Date	Conversion Rate of Face Value to Common Shares
10/15/2011	9%	$	100,000	10/15/2014	0.25
Total		$	100,000

On October 15, 2011, the Company completed the private placement of an unsecured, convertible debenture in the amount of $100,000. The debenture carries an interest of 9% per annum, payable semiannually each April 15 and October 15, for a three-year term with a fixed conversion price of $4.00 per share, or 25,000 shares of the Company’s common stock.

No debt was issued prior to October 15, 2011.

17.	STOCKHOLDERS’ EQUITY

SunSi is authorized to issue 75,000,000 shares of common stock at a par value of $0.001 and had 30,070,628 and 30,005,628 shares of common stock issued and outstanding as of March 31, 2012 and December 31, 2011, respectively.

Beginning September 10, 2009, the Company conducted a private placement of its common stock at a price of $2.00 per share and a maximum issuance of 8,000,000 shares. During the year ended December 31, 2011, the Company accepted subscription agreements from investors pursuant to this offering and issued 917,500 shares of its common stock for gross proceeds totaling $1,875,000. The cost of these issuances was $187,500.

On September 5, 2011, the Company closed this offering and commenced a new offering of 3.0 million shares at $3.00 per share. In October 2011, the Company accepted a subscription agreement from an investor for 40,000 shares of its common stock pursuant to this new offering. The Company received $120,000 in gross proceeds and incurred issuance costs of $12,000 as a result of the offering.

During the three months ended March 31, 2012, the Company amended this offering by reducing the share price from $3.00 to $2.00 per share. Following this amendment, the Company accepted subscription agreements from investors pursuant to this offering and issued 25,000 shares of its common stock for gross proceeds totaling $50,000. The cost of these issuances was $5,000.

F-21

18.	COMMITMENTS

SunSi entered into various engagement agreements for advisory and consulting services on a non-exclusive basis to obtain equity capital. In the event that the Company completes a financing from a funding source provided by one of the consultants, then such consultant will receive a finders or referral fee at closing ranging from seven percent (7%) to ten percent (10%) of the amount received by the Company. Currently, the total financing sought by the Company to expand the Wendeng facility is $9.0 million in the form of common equity. The maximum potential amount of fees that can be paid totals $0.9 million. The terms and condition of financing are subject to Company approval.

On November 10, 2009, the Company entered into an agreement to pay its Director of Business Development an annual amount of $60,000 plus any documented out of pocket business expenses. On May 15, 2009, the Company entered into an agreement to pay its Head Representative in China an annual amount of $60,000. On February 9, 2010, the Company entered into an agreement to pay its Chief Executive Officer an annual amount of $60,000 plus any documented out of pocket business expenses.

19.	SEGMENT INFORMATION

As a result of the acquisition of its equity interest in Wendeng, the Company reassessed its requirement for segment reporting based on the operating and reporting structure of the combined company.

The Company utilized several criteria, including (i) the Company’s organizational structure, (ii) the manner in which the Company’s operations are managed, (iii) the criteria used by the Company’s Chief Executive Officer, the Chief Operating Decision Maker (“CODM”), to evaluate segment performance and (iv) the availability of separate financial information, as a basis to identify its operating segments.

The Company determined that it has two reportable business segments, Baokai and Wendeng. The Baokai segment consists of the business of Zibo Baokai Commerce and Trade Co., Ltd., a company based in the Shandong province of the People’s Republic of China that distributes the trichlorosilane production of Zibo Baoyun Chemical Plant. The Wendeng segment consists of the operations of Wendeng He Xie Silicon Industry Co., Ltd., a company based in the Shandong province of the People’s Republic of China that directly manufactures and sells trichlorosilane.

The accounting policies of the reportable segments are the same as those described in Note 2 – Summary of Significant Accounting Policies to the consolidated financial statements. The Company’s CODM reviews financial information presented on a consolidated basis, accompanied by disaggregated information by segment for purpose of evaluating financial performance.

F-22

Segment Results

The following table sets forth operations by segment for the three months ended March 31, 2012 and 2011:

	Three Months Ended March 31,
	2012			2011
Sales:
Baokai	$	234,959		$	4,245,917
Wendeng		272,668			1,255,446
Corporate		—			—
Total	$	507,627		$	5,501,363
Cost of goods sold:
Baokai	$	230,260		$	4,160,064
Wendeng		245,065			826,852
Corporate		—			—
Total	$	475,325		$	4,986,916
Gross margin:
Baokai	$	4,699		$	85,853
Wendeng		27,603			428,594
Corporate		—			—
Total	$	32,302		$	514,447
Operating expenses:
Baokai	$	—		$	—
Wendeng		489,006			48,867
Corporate		257,823			213,377
Total	$	746,829		$	262,244
Interest expense, net:
Baokai	$	—		$	—
Wendeng		—			—
Corporate		2,250			—
Total	$	2,250		$	—
Provision for income taxes (benefit):
Baokai	$	1,175		$	21,463
Wendeng		(115,351	)		94,932
Corporate		—			—
Total	$	(114,176	)	$	116,395
Net income (loss):
Baokai	$	3,524		$	64,390
Wendeng		(346,052	)		284,795
Corporate		(260,073	)		(213,377	)
Total	$	(602,601	)	$	135,808

Operating segments do not sell products to each other, and accordingly, there is no inter-segment revenue to be reported.

F-23

Total Assets

The following table sets forth the total assets by segment at March 31, 2012 and December 31, 2011:

Total assets by segment:	March 31, 2012		December 31, 2011
Baokai	$	1,111,860	$	840,280
Wendeng		15,722,721		16,986,030
Corporate		45,351		199,400
Total	$	16,879,932	$	18,025,710

Goodwill, Intangible and Long-Lived Assets

The following table sets forth the carrying amount of goodwill by segment at March 31, 2012 and December 31, 2011:

Goodwill by segment:	March 31, 2012		December 31, 2011
Baokai	$	—	$	—
Wendeng		608,190		608,953
Corporate		—		—
Total	$	608,190	$	608,953

The following table sets forth the carrying amount of intangible assets by segment at March 31, 2012 and December 31, 2011:

Intangible assets by segment:	March 31, 2012		December 31, 2011
Baokai	$	—	$	—
Wendeng		2,992,262		3,142,997
Corporate		—		—
Total	$	2,992,262	$	3,142,997

The following table sets forth the carrying amount of property, plant and equipment by segment at March 31, 2012 and December 31, 2011:

Property, plant and equipment by segment:	March 31, 2012		December 31, 2011
Baokai	$	—	$	—
Wendeng		7,908,205		7,890,132
Corporate		—		—
Total	$	7,908,205	$	7,890,132

F-24

Amortization expense for Wendeng totaled $146,583 for the three months ended March 31, 2012. Depreciation expense for Wendeng totaled $162,419 for the three months ended March 31, 2012. Capital expenditures for Wendeng totaled $190,340 during the three months ended March 31, 2012. Baokai did not record any depreciation or amortization expense, nor did it incur any capital expenditures during the three months ended March 31, 2012.

The Company had no goodwill, intangible or long-lived assets prior to December 9, 2010.

Customer information

For the three month period ended March 31, 2012, one customer accounted for 100% of Baokai's sales and one customer accounted for 100% of Wendeng’s sales.

For the three month period ended March 31, 2012, one customer accounted for approximately 97% of Baokai's sales. For the year ended March 31, 2012, two customers accounted for approximately 87% of Wendeng’s sales. Concentration levels for these two customers were 33% and 54% of Wendeng’s total sales. No other customer accounted for more than 10% of either segment’s revenue for years ended March 31, 2012.

At March 31, 2012, one customer accounted for approximately 100% of Baokai’s accounts receivable. At March 31, 2012, two customers accounted for approximately 98% of Wendeng’s accounts receivable. Concentration levels for these two customers were 16% and 82% of Wendeng’s total trade receivables. No other single customer accounted for 10% or more of either segment’s trade accounts receivable at March 31, 2012.

Geographic Information

All of the Company’s long-lived assets are located in the People’s Republic of China. During the three months ended March 31, 2012 and 2011, all of the Company’s sales as determined by shipping destination were located within the People’s Republic of China.

20.	DEFINED CONTRIBUTION PLAN

Pursuant to the relevant PRC regulations, the Company is required to make contributions at a rate of 28% of employees’ salaries and wages to a defined contribution retirement plan organized by a state-sponsored social insurance plan in respect of the retirement benefits for the Company’s employees in the PRC. The only obligation of the Company with respect to the retirement plan is to make the required contributions under the plan. No forfeited contribution is available to reduce the contribution payable in the future years. The defined contribution plan contributions were charged to the statements of operations. The Company contributed $8,076 for the three month period ended March 31, 2012.

21.	SUBSEQUENT EVENTS

On April 20, 2012, SunSi signed a letter of intent to purchase a 51% interest in the common stock of TransPacific Energy, Inc. (“TPE”). Located in California and Nevada, TPE designs and sells energy systems which maximize heat recovery and convert waste heat into electrical energy. Purchase consideration for the transaction will be satisfied in full through the issuance shares of SunSi’s common stock. The closing of the transaction is subject to the execution of a definitive agreement and approval by the board of directors of both companies.

The Company has evaluated subsequent events from the balance sheet through the date the financial statements were issued, and determined there are no other events to disclose.

F-25

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are included in this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Some of the factors that could cause results or events to differ materially from current expectations include, but are not limited to: general economic, market or business conditions; general stock market performance; the performance of the solar energy industry in general; increasingly competitive environment; changing regulatory conditions or requirements; changing government incentive programs for solar energy projects; changing alternative energy technologies; raising sufficient capital to fund the expansion of Wendeng to 75,000 MT and acquisition of other TCS manufacturing facilities; our ability to find suitable TCS acquisition targets, our ability to complete the Wendeng expansion on budget and on time, the price of TCS sold within China and outside of China; the price of, and demand for, polysilicon; the price of, and demand for, solar PV panels; the level of production by the Wendeng factory; Baokai's success in attaining new clients under its TCS distribution agreement; the decision by potential investors who have signed subscription agreements not to pay for such SunSi common shares; the decision by the NASDAQ Capital Market to reject the Company's application for listing; our ability to successfully manage a business in China; the re-opening of our Wendeng facility and the ZBC TCS facility that provides TCS to our Baokai distribution company; that Wendeng is one of the lowest cost producers of TCS and that we will emerge as one of the strongest TCS manufacturers in 2012; and success in implementing productivity initiatives. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

SunSi’s goal is to acquire and develop a portfolio of high quality TCS producing facilities (and in some cases distribution rights) that are strategically located and possess a potential for future growth and expansion. TCS is the main feedstock of the solar energy industry, used in the production of silicon, which in turn is used in the production of solar PV energy producing panels.

Acquisition of Zibo Baokai Trade and Commerce Co. Ltd.

During a significant portion of 2009 and into early 2010, we performed due diligence and negotiated with the shareholders of ZBC, a 25,000 MT TCS production factory located in Zibo China, to acquire their facility. On December 12, 2009, prior to our determining whether or not we would buy ZBC, we secured the exclusive international distribution rights (“international rights”) for all of the TCS produced by the ZBC factory. These international rights which were secured by SunSi HK, for nominal consideration, were not contingent on our purchasing ZBC. The international rights entitled us to sell TCS produced by the ZBC factory outside of China only. It gave us no rights to sell ZBC’s production within China. ZBC granted us these international rights because they were hopeful we could generate new customers for their TCS production outside of China. Historically, all of ZBC’s sales have been within China.

In early 2010, we determined that despite our best efforts, we could not acquire ZBC, as planned, on terms that would be beneficial to SunSi. Therefore, we discontinued our efforts to acquire the ZBC factory, and instead negotiated with ZBC to obtain the exclusive domestic distribution rights, for the TCS produced by ZBC within China to supplement the exclusive international distribution rights which we acquired on December 12, 2009 (described above).

On December 8, 2010, SunSi HK acquired 90% of Baokai for $263,647, an acquisition which gave us the exclusive distribution rights to 100% of ZBC’s production both internationally and domestically; however, we did not acquire any interest or ownership position in the ZBC factory.

As part of the Baokai distribution rights, ZBC agreed to sell Baokai all of its TCS production at a price of cost, plus a 10% to 15% mark-up depending on the nature of the sale. During the period ended February 28, 2011, we generated approximately $4.6 million in revenues with a gross margin of approximately 2.0%. By mutual agreement with ZBC, Baokai agreed to earn a smaller profit margin than originally anticipated on these sales because the sales came from existing customers of ZBC and from the efforts of the ZBC sales force. We are in discussions with a number of international clients who are interested in purchasing TCS from Baokai. These new purchases would generate significantly higher gross margins for Baokai than the 2.0%; however, there can be no assurances that we will be successful in obtaining sales from these new customers.

Baokai has one client which comprised approximately 100% of their sales for the three month period ended March 31, 2012. The facility is easily accessible via rail and major highways, in addition to being well equipped for handling chemical products. We believe we can expand Baokai’s client base in the future, although there can be no assurances.

Acquisition of Wendeng He Xie Silicon Co. Ltd

On March 18, 2011, we acquired a 60% equity interest in Wendeng, a trichlorosilane manufacturing company, from Liu Dongqiang, a Chinese individual. Wendeng is located in the Shandong province of China close to strategic ports, including Weihai and Qingdao. The state-of-the-art Wendeng facility was built in 2008 and currently has an annual capacity of 30,000 MT of TCS. The Wendeng facility was designed and is currently managed by Zhang Fahe, who possesses over 30 years of experience in the Chinese chemical industry. Mr. Fahe has been working in the TCS field since 2001 where he developed efficient TCS production technologies. As part of the closing, Wendeng was re-formed as a joint venture business under Chinese law and issued a new business license.

As of March 18, 2011, Wendeng had a production capacity of approximately 20,000 MT tons of Trichlorosilane. As a result of closing the Wendeng Acquisition, SunSi began to immediately consolidate all of Wendeng’s revenues, and 60% of its profits.

On June 13, 2011, we amended the terms of the Wendeng Acquisition, whereby Mr. Liu canceled our obligation to buy back the 1,349,628 shares of our stock and confirmed that the purchase price for the 60% equity interest in Wendeng is fully paid. Such shares had been classified as “Redeemable Common Stock” on the Registrant's balance sheet and excluded from Stockholders’ Equity and are now included in the Company’s Stockholders’ Equity section of the balance sheet at a value of approximately $2.7 million.

Our plan is to expand the manufacturing capacity of Wendeng to 75,000 MT per year. In October 2011, the construction of the expanded capacity from 20,000 to 30,000 MT was completed. The cost of this 10,000 MT ton expansion was approximately $1.5 million. The expanded capacity is now fully operational. We estimate the total amount of funding required by SunSi to complete the Wendeng expansion from 30,000 MT to 75,000 MT is currently approximately $15.0 million. Mr. Liu, our 40% minority partner in the facility, is expected to contribute $5.0 million towards this expansion. Our portion of this expansion will be approximately $10 million.

If we are unable to raise this amount through the sale of equity securities, we will have to secure additional debt financing to complete the acquisition and the planned expansion project. If necessary, we intend to negotiate terms of a revolving line of credit and/or conditions for a construction/term loan with various banking institutions. However, there is no assurance that debt financing will be available or, if available, on terms that are favorable to us. In addition, if we are unable to raise sufficient equity capital to commence development of the plant expansion, we may pursue the plant expansion through alternative ownership structures, such as joint ventures with other entities. We currently have no commitment for either equity or debt financing. There can be no assurances that the Company will be successful in raising sufficient funds to complete the expansion.

TCS Market and our Future Strategy

During calendar year 2011, the world polysilicon prices decreased approximately 60% as the top five producers more than doubled output, according to data compiled by Bloomberg News. For the week ended May 11, 2012, the polysilicon spot price averaged $23.17 per KG. According to the Macquarie Group Ltd. global investment banking and diversified financial services group regarding the oversupply situation, the polysilicon industry will make about 20 percent more than is needed this year, and the oversupply will increase to 28 percent in 2012. As a result of historically low prices for polysilicon in November and December of 2011, about 90 percent of China’s polysilicon plants, comprising half of the country’s production suspended output in November and December according to the China Nonferrous Metals Industrial Association, which acts as a conduit between industry and government. This oversupply situation has continued throughout 2012 with an estimated 50-80% of China’s polysilicon capacity currently idle. A leading solar industry publication, Solarbuzz stated that “it is significant that polysilicon manufacturing capacity long the most constrained and profitable part of the PV chain now has the highest capacity in the PV chain”.

During November and December 2011, the low price of polysilicon coupled with the significant oversupply of polysilicon had a material adverse impact on the price we could sell TCS for, and the level of plant utilization at Wendeng and our exclusive supplier to Baokai, ZBC. This negatively impacted our revenues and results of operations. We believe that due to the current polysilicon oversupply there will be an industry consolidation where we will emerge as one of the strongest entities and lowest cost producers. The ZBC plant that supplies our Baokai distribution operations and the Wendeng facility has been closed since December 2011. We had expected these facilities to open at the end of February 2012 after the Chinese New Year; however, the ongoing low pricing of polysilicon and the resulting low price bids from our customers to supply them TCS would not enable us to operate profitably. Currently during the shutdown period, the Baokai distribution segment is at a breakeven level because we are not incurring any marketing or business development expenses directly associated with Baokai operations.

Based upon our knowledge and experience in the TCS marketplace in China, and based upon our ongoing discussions with our existing and potential new customers, we believe that no TCS supplier in China can produce TCS profitably at current price levels. At Wendeng, our operating losses of approximately $30,000-$40,000 per month when closed are significantly less than the loss we would incur by producing TCS at the current market price. Therefore, our operating losses are lower by staying closed rather than manufacturing TCS at a significantly higher loss. Our Wendeng facility has sold some of its existing inventory during 2012 at a loss; however, it has not manufactured any TCS during 2012.

Additionally, there can be no assurances that we will be successful in our efforts to operate Wendeng, or to sell TCS at a price that will enable Wendeng to operate profitably. Additionally, there can be no assurance that the price of polysilicon will not continue to fall or that an industry consolidation will occur.

In 2011 and reiterated in 2012, the Chinese government in widely publicized announcements has promised to commit $454 billion dollars towards to alternative energy which includes a commitment to expand and support a fivefold increase in solar production above current levels over the next five to years ten years. We believe the oversupply of polysilicon will be mitigated during 2012, and that the demand and price of TCS will increase significantly as this commitment is implemented, although there can be no assurances. Currently, we remain committed to expanding our Wendeng facility from 30,000 MT to 75,000 MT. We estimate the total amount of funding required to complete this expansion to be $15.0 million. We expect to raise $10.0 million through the sale of our common stock, with the remainder expected to be contributed by our 40% minority partner of Wendeng. If we are unable to raise this amount through the sale of equity securities, we will have to secure additional debt financing to complete the acquisition and the planned expansion project. If necessary, we intend to negotiate terms of a revolving line of credit and/or conditions for a construction/term loan with various banking institutions. However, there is no assurance that debt financing will be available or, if available, on terms that are favorable to us. In addition, if we are unable to raise sufficient equity capital to commence development of the plant expansion, we may pursue the plant expansion through alternative ownership structures, such as joint ventures with other entities. We currently have no commitment for either equity or debt financing. There can be no assurances that the Company will be successful in raising sufficient funds to complete the expansion.

Letter of Intent to Purchase TransPacific Energy, Inc.

On April 20, 2012 we signed a letter of intent to purchase a 51% interest in the common stock of TransPacific Energy, Inc. ("TPE"). The closing of the transaction is subject to the execution of a definitive agreement. TPE is a renewable energy company based in Nevada and California. If the transaction is successfully consumated, it woud create a new business segment for Sunsi. We believe the transaction will be completed, however; there can be no assurances.

Results of Operations for the three months ended March 31, 2012 and 2011

In December 2010 and March 2011, we completed the acquisitions of our Baokai and Wendeng subsidiaries, respectively. As a result, we emerged from Development Stage Company as defined by ASC Topic 915 and began to generate revenue from our operations. Our results of operations include three months of operations for both our Baokai and Wendeng subsidiaries for the three months ended March 31, 2012, compared with three months of operations for Baokai and less than one full month for Wendeng during the comparable period of the prior year. Comparisons between the three months ended March 31, 2012 and 2011 may not be indicative of current trends.

Segment Results

The following table sets forth operations by segment for the three months ended March 31, 2012 and 2011:

	Three Months Ended March 31,
	2012			2011
Sales:
Baokai	$	234,959		$	4,245,917
Wendeng		272,668			1,255,446
Corporate		—			—
Total	$	507,627		$	5,501,363
Cost of goods sold:
Baokai	$	230,260		$	4,160,064
Wendeng		245,065			826,852
Corporate		—			—
Total	$	475,325		$	4,986,916
Gross margin:
Baokai	$	4,699		$	85,853
Wendeng		27,603			428,594
Corporate		—			—
Total	$	32,302		$	514,447
Operating expenses:
Baokai	$	—		$	—
Wendeng		489,006			48,867
Corporate		257,823			213,377
Total	$	746,829		$	262,244
Interest expense, net:
Baokai	$	—		$	—
Wendeng		—			—
Corporate		2,250			—
Total	$	2,250		$	—
Provision for income taxes (benefit):
Baokai	$	1,175		$	21,463
Wendeng		(115,351	)		94,932
Corporate		—			—
Total	$	(114,176	)	$	116,395
Net income (loss):
Baokai	$	3,524		$	64,390
Wendeng		(346,052	)		284,795
Corporate		(260,073	)		(213,377	)
Total	$	(602,601	)	$	135,808

Operating segments do not sell products to each other, and accordingly, there is no inter-segment revenue to be reported.

Revenue

Sales for the three months ended March 31, 2012 totaled $507,627, compared to $5,501,363 for the three months ended March 31, 2011. Sales for the three months ended March 31, 2012 and March 31, 2011 were comprised of $234,959 and $4,245,917, respectively, from our Baokai segment and $272,668 and $1,255,446, respectively, from our Wendeng segment. All sales during these periods were recorded within China.

In China, the price of TCS is typically based on short-term contracts and spot prices enabling both the buyer and the seller to adapt to changing market conditions. During 2011, the price of TCS ranged from a high of approximately $1,600 per metric ton to a low of approximately $700 per metric ton. Since the fourth quarter of 2011, a global oversupply of polysilicon has materially reduced both the demand and sales price for TCS. The decline in price for TCS is consistent with the change in the price of polysilicon, which has decreased approximately 50%-60% since January 2011. Each of these factors has had an adverse impact on our subsidiaries’ sales prices and product demand.

As of May 2012, the spot price of TCS was approximately $775 per metric ton. We do not believe many, if any, TCS suppliers can operate profitably at these price levels. We believe that other manufacturers are selling their existing TCS inventories at a significant loss. As the polysilicon oversupply is absorbed, we anticipate that the price and demand for TCS will improve. We anticipate that these events will occur within the latter half of 2012; however, we can provide no assurances that this will occur.

Our Wendeng facility has been closed for all of 2012. Based upon Wendeng’s cost structure, we estimate that a sales price ranging from approximately $770-$800 per metric ton is required to generate breakeven operating cash flows. We continue to have sales discussions and inquiries with new and existing customers and we have established a small backlog of orders near the $770-$800 price levels described above. As a result, we expect our Wendeng facility to re-open by the end of May or early June 2012; however, we can provide no assurances that this will occur.

Our Baokai segment purchases and distributes the TCS manufactured by Zibo Baoyun Chemical Factory (“ZBC”). Since April 2012, Baokai has recorded three sales approximating $450,000 in revenue. We believe that these sales are indicative of an improving trend in TCS pricing.

Gross Margin

We calculate gross margin by subtracting cost of goods sold from sales. Gross margin percentage is calculated by dividing gross margin by sales.

Gross margin for the three months ended March 31, 2012 was $32,302, compared to $514,447 for the three months ended March 31, 2011. Gross margin percentage for the three months ended March 31, 2012 was 6.4%, compared to 9.4% for the three months ended March 31, 2011. The decrease in gross margin is primarily attributable to the decreased level of sales realized compared to the prior year period. Additionally, our gross margin and gross margin percentage continues to be adversely impacted by the low price levels for polysilicon.

For the three months ended March 31, 2012, we realized a gross margin percentage of 2.0% at our Baokai segment, compared to a gross margin percentage of 2.0% in the prior year period. Currently, our margins are fixed at 2% at our Baokai segment because we are a distributor of the TCS produced by Zibo Baoyun Chemical Factory. Our purchase price is fixed to the percentage of the selling price; therefore, our gross margin percentage is not affected by market price fluctuations. We have the opportunity to realize greater margin percentages, potentially up to 10%-15%, at our Baokai segment if we introduce new customers to ZBC. There can be no assurances that we will be successful in generating new customers or realizing these higher margin opportunities.

For the three months ended March 31, 2012, we realized a gross margin percentage of 10.1% at our Wendeng segment, compared to a gross margin percentage of 34.1% in the prior year period. The decrease in gross margin and gross margin percentage at our Wendeng segment is directly attributable to the decline in the segment’s product sales and sale prices as under revenue described above.

Professional Fees

We incurred professional fees of $141,710 for the three months ended March 31, 2012, compared to $91,705 for the three months ended March 31, 2011. Professional fees consist of legal, accounting and other consulting or service provider fees. Most of our professional services are attributable to our status as a publicly traded company. The increase in our professional feesare largely attributable to the increased audit accounting review and compliance services related to the acquisition of our Chinese subsidiaries.

General and Administrative Expenses

General and administrative expenses (“G&A”) totaled $605,119 for the three ended March 31, 2012, compared to $170,539 for the three months ended March 31, 2011. The primary components of our G&A expenses include salaries and benefits not directly associated with our manufacturing processes, depreciation on non-production capital assets, amortization, facility costs and maintenance, investor relations activities and various administrative and office expenses. The increase in our G&A expenses is largely attributable to the inclusion of a full three months of operations from our Wendeng segment, compared to the inclusion of a partial period in 2011 following our acquisition of the segment on March 18, 2011.

Provision for Income Taxes (Benefit)

We recorded an income tax benefit of $114,176 for the three months ended March 31, 2012, compared to a provision for income taxes of $116,395 for the three months ended March 31, 2011.

As a result of operations recorded at the Baokai subsidiary and Wendeng subsidiaries located in China for the period ended March 31, 2012, we have recorded a net tax benefit of $114,176, or a 25% tax rate which is the statutory rate in China for all earnings. The profits generated in China are not available to be offset against net operating losses in the United States.

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has generated a net operating loss from its U.S.-based operations of approximately $2,437,000 which expires in 2031. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses in the United States carried forward in future years.

Net loss

For the three months ended March 31, 2012, we incurred a net loss of ($602,601), compared to net income of $135,808 for the three months ended March 31, 2011.

The weighted average number of basic and fully diluted shares outstanding for the three months ended March 31, 2012 was 30,020,628, compared to 27,953,734 for the three months ended March 31, 2011. There are no dilutive equivalents included in our calculation of fully diluted shares for the three months ended March 31, 2012, since their inclusion would be anti-dilutive due to our net loss per share. There were no warrants, convertible features or other dilutive equivalents that would have impacted our calculation of fully diluted shares for the three months ended March 31, 2011.

Liquidity and Capital Resources

At March 31, 2012, we had cash on hand of $332,460. Of this amount, $43,524 was on deposit with institutions located in the United States, $287,540 in China and $1,396 in Hong Kong. For the foreseeable future, we do not intend to repatriate any funds from China to support our operations within the United States. Our U.S.-based operations consist solely of a holding company that incurs expenses and has no revenue generating activities. Proceeds generated from private placements of our common stock have been the sole source of funding for our U.S.-based operations. We believe our current cash position and ability to raise funds through the sale of new equity will be sufficient to fund our U.S. activities for the twelve months.

We expect to generate positive cash flow from Chinese operations over the next twelve months. We are seeking increased funding in the form of equity or debt in order to expand our Wendeng facility from 30,000 MT to 75,000 MT. We estimate that this expansion will cost approximately $15.0 million, of which we expect our minority equity partner to contribute $5.0 million. While we can provide no assurances, we believe we will be successful in raising these funds.

At March 31, 2012, we had a working capital deficit of $4,914,835. The deficit is primarily attributable to the related party payable of $5,519,788 due to the minority shareholder of Wendeng. These funds were used to build and expand the Wendeng facility. Our Wendeng subsidiary minority shareholder is currently not requesting repayment of this amount; however, since this is an interest free demand loan to the Company, it has been categorized as a current liability.

Net cash used in operating activities was $239,749 for the three months ended March 31, 2012, compared to net cash used in operating activities of $713,634 for the three months ended March 31, 2011. The decrease in 2012 compared to 2011 is attributable to a significant improvement in the net change in operating assets and liabilities offset by the realization of a net loss of ($602,601) compared to net income of $135,808 for the prior year period. More specifically, we generated a net cash improvement in the net cash used relative to our working capital assets and liabilities (defined here as accounts receivable, inventory and accounts payable) of $454,174 over the prior year period.

Net cash used in investing activities was $190,340 for the three months ended March 31, 2012, compared to cash provided by investing activities of $479,475 for the three months ended March 31, 2011. The net cash used in the current period is solely attributable to the purchase of $190,340 in capital assets to support our ongoing efforts to expand the capacity of our Wendeng production facility. During the three months ended March 31, 2011, we realized a net cash increase of $521,391 from our acquisition of our Wendeng segment, which was mostly funded with shares of our common stock. Capital expenditures in the prior year period totaled $41,916.

Net cash provided by financing activities was $89,123 for the three months ended March 31, 2012, compared to $549,176 for the three months ended March 31, 2011. We received $45,000 in net proceeds from the issuance of new equity, compared to $162,000 in the prior year period. Additionally, we received $44,123 from our Wendeng subsidiary minority shareholder, compared to $387,176 in the prior year period. These funds were utilized towards the improvement and expansion of our Wendeng manufacturing facility.

Critical Accounting Policies

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.

Use of Estimates

In preparing financial statements in conformity with US GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported periods. These accounts and estimates include, but are not limited to, the valuation of accounts receivable, inventories, deferred income taxes and the estimation on useful lives of property, plant and equipment. Actual results could differ from those estimates.

Financial Instruments

The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are stated at cost and consist solely of bank deposits held in the United States, Hong Kong and the PRC. The carrying amount of cash and cash equivalents approximates fair value.

At March 31, 2012, cash and cash equivalents totaling $287,540 were held in banks in China; a Wendeng branch of Industrial & Commercial Bank of China and a Central District, Hong Kong branch of HSBC Bank. The remittance of these funds out of China is subject to exchange control restrictions imposed by the Chinese government. Deposits in banks in the PRC are not insured by any government entity or agency, and are consequently exposed to risk of loss. Management believes the probability of a bank failure, causing loss to the Company, is remote.

Concentration of Credit Risk

Allowance for doubtful accounts

Bad debts are written off when identified. The Company extends unsecured credit to customers up to one month in the normal course of business. The Company does not accrue interest on trade accounts receivable. Historically, losses from uncollectible accounts have not significantly deviated from the specific allowance estimated by the management. This specific provisioning policy has not changed in the past since establishment and the management considers that the aforementioned specific provisioning policy is adequate and does not expect to change this established policy in the near future.

Inventory

Intangible assets – land use rights

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use.

The property, plant and equipment of the Company will be depreciated with straight-line method according to the following estimated residual value and service life.

	Service life (year)		Estimated residual rate %		Annual depreciation rate %

Building		20		5		2.05
Furniture and equipment		5		5		3.17
Machines and equipment		10		5		7.34
Automotive equipment		5		5		10.93
Office equipment		5		5		8.64

The residual value and service life of property, plant and equipment will be reviewed on each balance sheet date, and adjusted if necessary.

The Company capitalizes the interest expenses incurred before property, plant and equipment are built and installed to the usable state, and capitalizes other loan interest expenses.

Construction in progress

Depreciation will not start until the construction in progress is completed and put into operation.

Impairment of Assets

Goodwill and Intangible Assets

Income Taxes

Basic and Diluted Net Income (Loss) Per Share

Fair value of financial instruments

Revenue Recognition

Advertising expenses

Advertising costs are expensed as incurred.

Shipping and handling costs

All shipping and handling costs are included in cost of sales expenses.

Foreign Currency Translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

Comprehensive Gain or Loss

Off Balance Sheet Arrangements

As of March 31, 2012, there were no off balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) and 15d-15 under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Information on risk factors can be found in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the transition period ended December 31, 2011, filed with the Securities and Exchange Commission on April 16, 2012. There were no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the transition period ended December 31, 2011.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended March 31, 2012, the Company accepted subscription agreements from investors and correspondingly sold 25,000 shares of its common stock pursuant to its current private placement offering, and received $50,000 in gross proceeds. The offer and sale of the securities was exempt from registration under the Securities Act of 1933 pursuant to Rule 506 of Regulation D.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number		Description of Exhibit

31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL INSTANCE DOCUMENT

101.SCH		XBRL TAXONOMY EXTENSION SCHEMA

101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SUNSI ENERGIES INC.

May 21, 2012	By:	/s/ David Natan
		David Natan
		Chief Executive Officer

May 21, 2012	By:	/s/ Jason Williams
		Jason Williams
		Chief Accounting and Financial Officer

ForceField Energy Inc. - FORM 10-Q - May 21, 2012

Attached files

ForceField Energy Inc. Reports