UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

x

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended   June 30, 2012

 

¨

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _______

 

Commission File Number: 000-53730

 

EFT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		22-1211204
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

 

17800 Castleton St., Suite 300

City of Industry, CA 91748

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number including area code: (626) 581-3335

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x      No   ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x       No   ¨

 

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

 

Larger accelerated filer	£	Accelerated filer	£
Non-accelerated filer	£	Smaller reporting company	S

 

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

 

As of the latest practicable date, September 18, 2012, the registrant had 75,983,201 outstanding shares of common stock.

 

 

INDEX

 

		Page
	Part I — Financial Information
Item 1.	Financial Statements.
Consolidated Balance Sheets as of June 30, 2012 (Unaudited) and March 31, 2012		4
Consolidated Statements of Income for the Three Months Ended June 30, 2012 and 2011 (Unaudited)		5
Consolidated Statements of Comprehensive Income for the Three Months Ended June 30, 2012 and 2011 (Unaudited)		6
Consolidated Statements of Changes in Equity (Unaudited)		7
Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2012 and 2011 (Unaudited)		8
Notes to Consolidated Financial Statements for the Three Months Ended June 30, 2012 and 2011 (Unaudited)		9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	27
Item 4.	Controls and Procedures.	27
	Part II — Other Information
Item 1.	Legal Proceedings.	28
Item 1A.	Risk Factors.	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	28
Item 3.	Defaults Upon Senior Securities.	28
Item 4.	Mine Safety Disclosures.	28
Item 5.	Other Information.	28
Item 6.	Exhibits.	28
Signatures		29

 

 

Cautionary Statement

 

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should” or “will” or the negative of these terms or other comparable terminology. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents the Company files with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. The Company undertakes no obligation to update these forward-looking statements. The Company’s expectations are as of the date this Form 10-Q is filed, and the Company does not intend to update any of the forward-looking statements after the date this quarterly report on Form 10-Q is filed to conform these statements to actual results, unless required by law. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2012 as filed with the Securities and Exchange Commission.

 

 

PART I - FINANCIAL INFORMATION

 

Item 1.        Financial Statements.

 

EFT HOLDINGS, INC.

 

Consolidated Balance Sheets

 

		June 30, 2012				March 31, 2012
		(Unaudited)
ASSETS
Current assets
Cash and cash equivalents		$	4,535,676			$	4,346,517
Securities available for sale			16,291,989				10,082,372
Inventories			2,530,852				3,348,416
Prepaid expenses			443,188				330,778
Other receivables			496,661				364,512
Total current assets			24,298,366				18,472,595
Restricted cash			193,992				193,992
Property and equipment, net			7,556,632				7,824,241
Investment in developments in progress			20,779,249				20,779,249
Security deposit			436,103				435,804
Total assets		$	53,264,342			$	47,705,881
LIABILITIES AND EQUITY
Current liabilities
Accounts payable		$	2,433,491			$	2,289,648
Commission payable			4,115,804				4,351,420
Other liabilities			543,789				637,141
Unearned revenues			3,343,686				3,436,506
Short-term loan			7,577,583				-
Due to related parties			46,948				46,083
Total current liabilities			18,061,301				10,760,798
Contingent liabilities			2,531,646				2,597,403
Total liabilities			20,592,947				13,358,201
Equity
EFT Holdings, Inc. stockholders' equity:
Preferred stock, $0.001 par value, 25,000,000 shares authorized, none issued and outstanding			-				-
Common stock, $0.00001 par value, 4,975,000,000 shares authorized, 75,983,201 shares issued and outstanding at June 30 and March 31, 2012			760				760
Additional paid in capital			52,854,891				52,854,891
Retained deficits			(17,435,167	)			(15,771,169	)
Accumulated other comprehensive income			920,059				708,431
Total EFT Holdings, Inc. stockholders’ equity			36,340,543				37,792,913
Non-controlling interest			(3,669,148	)			(3,445,233	)
Total equity			32,671,395				34,347,680
Total liabilities and equity		$	53,264,342			$	47,705,881

 

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

 

  

EFT HOLDINGS, INC.

 

Consolidated Statements of Income (Unaudited)

 

		Three Months Ended
		June 30, 2012				June 30, 2011
Sales revenues, net		$	602,086			$	9,520,294
Shipping charges			117,617				1,001,810
Access fees			108,270				-
Transportation income – Excalibur			-				1,012
			827,973				10,523,116
Cost of goods sold			135,936				1,190,596
Shipping costs			418				630,962
Operating costs - Excalibur			254,562				291,473
			390,916				2,113,031
Gross profit			437,057				8,410,085
Operating expenses:
Selling, general and administrative expenses			1,446,928				1,982,111
Provision for inventory obsolescence			683,687				-
Marketing expenses			-				41,441
Royalty expenses			59,052				271,925
Total operating expenses			2,189,667				2,295,477
Net operating income/(loss)			(1,752,610	)			6,114,608
Other income
Interest income			93,239				185,396
Interest expense			(36,573	)			-
Loss on disposal of fixed assets			(12,656	)			-
Gain/(loss) on disposal of securities available-for-sale			(619	)			86,000
Dividend income			14,459				12,528
Foreign exchange gain/(loss)			(74,830	)			611,642
Other income			1,628				2,393
Total other income/(loss)			(15,352	)			897,959
Net income/(loss) before income taxes and non-controlling interest			(1,767,962	)			7,012,567
Income taxes			-				-
Net income/(loss)			(1,767,962	)			7,012,567
Non-controlling interest			103,964				329,835
Net income/(loss) attributable to EFT Holdings, Inc.		$	(1,663,998	)		$	7,342,402
Net income/(loss) per common share
Basic and diluted		$	(0.02	)		$	0.10
Weighted average common shares outstanding
Basic and diluted			75,983,201				75,983,201

 

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

 

 

EFT HOLDINGS, INC.

 

Consolidated Statements of Comprehensive Income (Unaudited)

 

		Three Months Ended
		June 30, 2012				June 30, 2011
		(Unaudited)				(Unaudited)
Net income/(loss)		$	(1,767,962	)		$	7,012,567
Other comprehensive income/(loss)
Foreign currency translation adjustment			271,560				276,645
Unrealized gain on securities available for sale			(59,932	)			81,326
Comprehensive income			(1,556,334	)			7,370,538
Less: Comprehensive loss attributable to non-controlling interests			(119,951	)			(329,835	)
Comprehensive income/(loss) attributable to EFT Holdings, Inc.		$	(1,436,383	)		$	7,700,373

 

 

EFT HOLDINGS, INC.

 

Consolidated Statements of Changes in Equity (Unaudited)

 

																		Accumulated
										Additional				Retained				Other								Total
		Common Stock								Paid-in				Earnings				Comprehensive				Non-controlling				Stockholders'
		Shares				Amount				Capital				(Deficits)				Income (Loss)				Interests				Equity
BALANCE, MARCH 31, 2011			75,983,201			$	760			$	52,854,891			$	(19,358,694	)		$	462,790			$	(2,159,872	)		$	31,799,875
Comprehensive income:
Net income/(loss)			-				-				-				3,587,525				-				(1,550,358	)			2,037,167
Unrealized gain on securities available for sale			-				-				-				-				200,964				-				200,964
Foreign currency translation adjustment			-				-				-				-				44,677				264,997				309,674
Total comprehensive income																											2,547,805
BALANCE, MARCH 31, 2012			75,983,201			$	760			$	52,854,891			$	(15,771,169	)		$	708,431			$	(3,445,233	)		$	34,347,680
Comprehensive income:
Net loss			-				-				-				(1,663,998	)			-				(103,964	)			(1,767,962	)
Unrealized loss on securities available for sale			-				-				-				-				(59,932	)			-				(59,932	)
Foreign currency translation adjustment			-				-				-				-				271,560				(119,951	)			151,609
Total comprehensive income																											(1,676,285	)
BALANCE, JUNE 30, 2012			75,983,201			$	760			$	52,854,891			$	(17,435,167	)		$	920,059			$	(3,669,148	)		$	32,671,395

 

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

 

  

EFT HOLDINGS, INC.

 

Consolidated Statements of Cash Flows (Unaudited)

 

		Three Months Ended
		June 30, 2012				June 30, 2011
Cash flows from operating activities:
Net income/(loss)		$	(1,767,962	)		$	7,012,567
Adjustments to reconcile net income / (loss) to net cash used in operating activities:
Depreciation and amortization			297,545				271,892
(Gain)/loss from securities available for sale			619				(86,000	)
Provision for Inventory obsolescence			683,687				-
Loss on disposal of fixed assets			12,656				-
Changes in operating assets and liabilities:
Inventories			133,877				(726,101	)
Prepaid expenses and other receivables			(165,017	)			53,247
Accounts payable			123,922				(40,152	)
Commission payable			(235,616	)			(1,645,826	)
Other liabilities			(152,653	)			262,595
Unearned revenues			(92,820	)			(8,473,707	)
Net cash used in operating activities			(1,161,762	)			(3,371,485	)
Cash flows from investing activities:
Additions to fixed assets			(41,480	)			(19,142	)
Investment in development in progress			-				(3,483,107	)
Purchase of securities available for sale			(7,235,230	)			(432,480	)
Proceeds from available for sales securities			965,062				5,086,461
Net cash provided by/(used in) investing activities			(6,311,648	)			1,151,732
Cash flows from financing activities
Proceeds from short-term loans			7,577,583				-
Net cash provided by financing activities			7,577,583				-
Effect of exchange rate changes on cash			84,986				(565,374	)
Net increase/(decrease) in cash			189,159				(2,785,127	)
Cash, beginning of period			4,346,517				26,805,205
Cash, end of period		$	4,535,676			$	24,020,078
Supplemental disclosures of cash flow information:
Interest expenses paid in cash		$	2,349			$	-

 

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

 

 

EFT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1 - ORGANIZATION

 

EFT Holdings, Inc., “EFT Holdings” or the “Company,” formerly EFT Biotech Holdings, Inc., was incorporated in the State of Nevada on March 19, 1992.

 

On November 18, 2007, the Company issued 53,300,000 shares of its common stock in connection with a share exchange with the stockholders of EFT BioTech, Inc., “EFT BioTech,” a Nevada Corporation formed on September 18, 2007, the “Transaction,” pursuant to which EFT BioTech became a wholly-owned subsidiary of the Company. The 53,300,000 common shares issued included 52,099,000 to pre-capitalization shareholders and 1,201,000 to four directors and officers of EFT BioTech, and represented approximately 87.34% of the Company’s common stock outstanding after the Transaction. Consequently, the stockholders of EFT BioTech owned a majority of the Company's common stock immediately following the Transaction. As EFT Holdings was a non-operating public shell corporation that acquired an operating company, this Transaction was treated as a capital transaction where the acquiring corporation issued stock for the net monetary assets of the shell corporation, accompanied by a recapitalization. The accounting is similar in form to a reverse acquisition, except that goodwill or other intangibles are not recorded. All references to EFT BioTech common stock have been restated to reflect the equivalent numbers of EFT Holdings common shares.

 

The Company’s business is classified by management into three reportable segments: online, transportation and beverage. These reportable segments are three distinct businesses, each with a different customer base, marketing strategy and management structure. Substantially all of the Company’s revenue is generated from Mainland China.

 

The online business reportable segment is an aggregation of the Company’s online operating segments, which are organized to sell the Company’s products to “Affiliates” through its website. To become an Affiliate, a customer must be recommended by another Affiliate, make a minimum purchase of $600, and pay $60 for shipping and handling fees. The Company, through its subsidiaries, uses the internet as its ‘storefront’ and business platform to sell and distribute American brand products consisting of 27 different nutritional products, some of which are oral sprays, 21 different personal care products, an environmentally protective automotive product, an environmentally friendly house cleaner and a flip top portable drinking container.

 

The transportation business reportable segment derives revenue from transporting passengers and cargo between Taiwan and Mainland China through the Taiwan Strait. On July 25, 2008, the Company loaned $1,567,000 to Yeuh-Chi Liu, a vendor to the Company. The proceeds of the loan were used by Yeuh-Chi Liu to acquire a 3.97% interest in Excalibur International Marine Corporation, “Excalibur,” which was offered as collateral for the loan. The Company does not expect that this loan will be repaid and the loan was written off as of December 31, 2010. The Company has not yet enforced its interest in the collateral. Yeuh-Chi Liu has served as a member of the board of directors of Excalibur since July 23, 2008. On October 25, 2008, EFT Investment Co. Ltd., “EFT Investment,” a subsidiary of the Company, acquired 48.81% of Excalibur’s capital stock. Due to this combined ownership and the substantial financial support EFT Investment has provided to Excalibur to fund its operations and other factors, EFT Investment is deemed to have a controlling interest in Excalibur as defined by Accounting Standards Codification, “ASC,” Topic 810, Consolidation, which required the Company to consolidate the financial statements of Excalibur.

 

Historically, Taiwan Vessel Law set forth certain Taiwan shareholding requirements for companies owning ships registered in Taiwan. For example, a limited liability company owning a ship registered in Taiwan, not operating international liners, like Excalibur, was required to have at least 2/3 of its capital stock owned by Taiwanese citizens. However, violation of this requirement did not subject the Company to fines and/or other penalties. The Vessel Law was amended in December 2010, and, after the amendment, no more than 50% of the capital stock of limited liability companies owning ships registered in Taiwan, like Excalibur, can be owned by non-Taiwanese citizens. Therefore, the Company’s ownership in Excalibur is no longer required to be reduced to 33% and the Company’s ownership of 48.81% of the capital stock of Excalibur is in compliance with applicable law in Taiwan.

 

The beverage reportable segment derives revenue and expense from the bottled water factory in Baiquan, Heilongjiang Province, China. This bottled water factor is expected to start production by the end of December 2012.

 

In February 2010 the Company assigned the worldwide distribution and servicing rights to a product known as the “EFT-Phone” to Digital Development Partners, “Digital,” a previously unrelated company, in exchange for 79,265,000 shares of Digital’s common stock. The shares acquired represent approximately 92% of Digital’s outstanding common stock.

 

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The significant accounting policies used in preparation of these consolidated financial statements for the three months ended June 30, 2012 are consistent with those discussed in Note 2 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended March 31, 2012.

 

 

Recent accounting pronouncements

 

There are no new accounting pronouncements adopted or enacted during the three months ended June 30, 2012 that had, or are expected to have, a material impact on the Company’s financial statements.

 

Note 3 - FAIR VALUE MEASUREMENTS

 

ASC Topic 820 defines fair value, establishes a framework for measuring fair value and enhances disclosure requirements for fair value measurements. This topic does not require any new fair value measurements. ASC Topic 820 defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

 

Level 1 —

Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2—

Other inputs that are directly or indirectly observable in the marketplace.

 

Level 3—

Unobservable inputs which are supported by little or no market activity.

 

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In accordance with ASC Topic 820, the Company measures its securities available for sale at fair value. The securities available for sale are classified within Level 1 since they are valued using quoted market prices.

 

As discussed in Note 9, the Company’s investment in the transportation equipment of Excalibur has been valued at fair value, on a non-recurring basis, using Level 3 – unobservable inputs, to reflect management’s estimate that the net book value of the transportation equipment owned by Excalibur exceeded its market value. Accordingly, on a non-recurring basis, using Level 3 – unobservable inputs, the Company recorded an impairment loss of $5.4 million during the year ended March 31, 2011 because the net book value of the equipment has exceeded its market value. No impairment loss was recorded for the three months ended June 30, 2012 because the net book value of the equipment was below its market value.

 

As discussed in Note 10, the Company’s investment in CTX Virtual Technologies has been measured at fair value, on a non-recurring basis, using Level 3 – unobservable inputs, to reflect the Company’s assessment of its inability to recover its investment in the foreseeable future. Accordingly, on a non-recurring basis, using Level 3 – unobservable inputs, the Company recorded an impairment loss of $5.0 million during the year ended March 31, 2011.

 

Assets measured at fair value are summarized below:

 

		June 30, 2012
		Level 1 Quoted Prices in Active Markets for Identical Assets				Level 2 Significant Other Observable Inputs				Level 3 Significant Unobservable Inputs				Total
Securities available for sale - Corporate bonds		$	16,291,989			$	-			$	-			$	16,291,989
CTX Virtual Technologies			-				-				-				-
Transportation equipment of Excalibur			-				-				6,024,609				6,024,609
Total assets measured at fair value		$	16,291,989			$	-			$	6,024,609			$	22,316,598

 

		March 31, 2012
		Level 1 Quoted Prices in Active Markets for Identical Assets				Level 2 Significant Other Observable Inputs				Level 3 Significant Unobservable Inputs				Total
Securities available for sale - Corporate bonds		$	10,082,372			$	-			$	-			$	10,082,372
CTX Virtual Technologies			-				-				-				-
Transportation equipment of Excalibur			-				-				6,225,519				6,225,519
Total assets measured at fair value		$	10,082,372			$	-			$	6,225,519			$	16,307,891

 

 

Note 4 – INVENTORIES

 

Inventories are valued at the lower of cost, determined on a first-in, first-out or market basis. Inventory consists of nutritional, personal care, automotive additive, environmentally safe products, portable drinking containers and EFT-Phone. The Company has two warehouses, one in City of Industry, CA and the other in Kowloon, Hong Kong. The Company also consigned some of its inventories to two logistic service providers in China. On a quarterly basis, the Company’s management reviews inventory levels in each country for estimated obsolescence or unmarketable items, as compared with future demand requirements and the shelf life of the various products. Based on this review, the Company records inventory write-downs when costs exceed expected net realizable value.

 

The components of inventories were as follows:

 

		June 30, 2012				March 31, 2012
Raw materials		$	53,861			$	33,691
Supplies			11,834				11,449
Finished goods			3,148,844				3,303,276
			3,214,539				3,348,416
Less: Provision for inventory obsolescence			(683,687	)			-
		$	2,530,852			$	3,348,416

 

As discussed in Note 14, the Company’s inventories were collateralized for a short-term loan as of June 30, 2012.

 

Note 5 - RESTRICTED CASH

 

On August 20, 2009, Taiwan Taipei district court froze Excalibur’s cash of $193,992 as a result of a lawsuit filed by Marinteknik Shipbuilders (S) Pte Ltd., a Singapore company, against Excalibur in the Taiwan Taichung District Court. The lawsuit claims Excalibur owes service fees and out-of-pocket expenses of $249,731 to Marinteknik Shipbuilder (S) Pte Ltd.

 

Note 6 – PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following:

 

		June 30, 2012				March 31, 2012
Construction in progress		$	-			$	3,547
Transportation equipment			11,611,785				11,611,785
Property and plant			916,404				914,535
Leasehold improvements			518,659				518,659
Automobiles			241,023				241,023
Computer equipment			138,582				169,959
Furniture and fixtures			95,685				95,685
Machinery and equipment			357,522				349,128
			13,879,660				13,904,321
Less: Accumulated depreciation			(6,323,028	)			(6,080,080	)
		$	7,556,632			$	7,824,241

 

Note 7 - LOANS TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

 

The board of directors of the Company approved a non-interest bearing demand loan in the amount of $1,567,000 on July 25, 2008 to Yeuh-Chi Liu, a vendor to the Company. The $1,567,000 loan was used by Yeuh-Chi Liu to purchase a 3.97% ownership interest in Excalibur, see Note 9, and is collateralized by that interest. Yeuh-Chi Liu has served as a member of the board of directors of Excalibur since July 23, 2008. The Company does not expect that this loan will be repaid and the loan was written off as of December 31, 2010. The Company has not yet enforced its interest in the collateral.

 

The Company uses the “EFT” name, a trademark owned and licensed to it by EFT Assets Limited. The Company is required to pay an annual royalty to EFT Assets Limited equal to a percentage of its gross sales for the previous fiscal year. The percentage is 5% for the first $30 million in gross sales, 4% for the $10 million in gross sales in excess of $30 million, 3% for the $10 million in gross sales in excess of $40 million; 2% for the $10 million in gross sales in excess of $50 million; and 1% for the $10 million in gross sales in excess of $60 million. EFT Assets Limited is owned by a number of persons, including Wendy Qin, director of EFT International Ltd. Ms. Qin is the sister of Jack Jie Qin, the Company’s president. During the three months ended June 30, 2012 and 2011, the Company paid EFT Assets Limited $59,052 and $271,925, respectively, in royalties.

 

 

The Company rents a 6,500 square foot office space for its satellite training center in Hong Kong. This office is located at Langham Office Tower, 8 Argyle Street, Suite 3706, Kowloon, Hong Kong SAR. The leased space is owned by a number of persons, including Wendy Qin, a director of EFT (HK) Ltd. and the sister of Jack Qin, the Company’s president. The lease for this space expires on March 31, 2015, with a monthly rental of $30,900. During the three months ended June 30, 2012 and 2011, the Company paid the lessor $92,784 and $94,473, respectively, in rental expense.

 

In March 2010, one of the Company’s subsidiaries, EFT International Ltd., entered into a consultancy agreement with JFL Capital Limited, a company in which Wendy Qin serves as a director and is one of the principal shareholders. Under this agreement, EFT International Ltd. engaged JFL Capital Limited to provide EFT International Ltd. consultancy services on administration, financial matters, corporate planning and business development commencing from April 1, 2010, and the annual fee will be increased at the rate of $15,000 each year. The agreement may be terminated by either party on three months’ written notice. During the three months ended June 30, 2012 and 2011, EFT International Ltd. paid JFL Capital Limited consultancy fees of $86,250 and $82,500, respectively.

 

Note 8 – INVESTMENT IN DEVELOPMENT IN PROGRESS

 

On May 2, 2011, Jack Qin, as an agent, entered into two series of agreements, one series with Meifu Development Co., Ltd. (“Meifu”) and the other series with TransGlobe Life Insurance Inc. (“TransGlobe”), to purchase an office building located in Taipei, Taiwan (the “Taiwan Building”). The Taiwan Building consists of 14 floors and 144 parking spaces. The agreements signed with Meifu concerned the purchase of the 8^th-14^th floors, 1 out of 2 units on the 7^th floor and 79 parking spaces, while the agreements signed with TransGlobe were for the purchase of the 1^st-6^th floors, the other unit on the 7^th floor and the remaining 65 parking spaces in the Taiwan Building. The Taiwan Building is under construction and will be completed by the end of 2013. The total purchase price for the Taiwan Building is approximately $238.1 million. The Company intended to retain one floor of the Taiwan Building for its own business operations and planned to sell the majority of the remaining floors.

 

On July 1, 2011 and July 7, 2011, EFT Investment Co. Ltd. (“EFT Investment”), a wholly-owned subsidiary of the Company, as a party to the contract in place of Jack Qin, entered into two sets of agreements (the “July 2011 Agreements”) with the sellers of the Taiwan Building that provided for substantially the same rights and obligations as the original May 2, 2011 agreements. Pursuant to the terms of the July 2011 Agreements, EFT Investment was obliged to pay the remaining twelve outstanding installments with various amounts due up to the scheduled completion of the Taiwan Building. Each subsequent quarterly payment, starting from April 20, 2012, was approximately $4 million. Finally, the residual payment of approximately $163.6 million was due at the time of completion of the Taiwan Building. As of June 30, 2012, payment of NTD600 million, approximately $20.8 million, has been made.

 

The payments due to Meifu and TransGlobe under the July 2011 Agreements were suspended by EFT Investment due to, among other things, the failure of Meifu and TransGlobe to comply with certain conditions precedent applicable to the agreements and the Company’s belief that Meifu and TransGlobe had committed fraud on EFT Investment in the deliberate non-disclosure of information during the course of the transactions.

 

On June 15, 2012, EFT Investment received a letter (the “Meifu Letter”) from Meifu wherein Meifu served notice of termination (as of that date) of its contracts with EFT Investment for the purchase of the Taiwan Building and a purported forfeiture of EFT Investment’s deposit of approximately $16.7 million (the “Deposit”). Subsequently, on June 29, 2012, EFT Investment’s local counsel issued a letter to Meifu alleging fraud and misrepresentation by Meifu during the course of the transactions. EFT Investment contended that the Meifu Letter and the purported termination of contracts between Meifu and EFT Investment were invalid and demanded the return of the Deposit and construction advances. On July 3, 2012, EFT Investment’s local counsel issued a letter to TransGlobe with substantially the same contentions as contained in the June 29, 2012 letter to Meifu, and therein argued that the contracts between TransGlobe and EFT Investment were terminated and requested that all payments made to TransGlobe be returned.

 

Note 9 – EXCALIBUR

 

On October 25, 2008, the Company through its wholly-owned subsidiary, EFT Investment, acquired a 48.81% equity interest in Excalibur for $19,193,000. The Company initially loaned funds to Excalibur in July 2008 and subsequently has continued to provide Excalibur with loan capital to fund its operations.

 

As disclosed in Note 7, on July 25, 2008, the Company loaned $1,567,000 to Yeuh-Chi Liu, a vendor to the Company. The proceeds of the loan were used to acquire a 3.97% interest in Excalibur, which was offered as collateral for the loan. The Company does not expect that this loan will be repaid and the loan was written off as of December 31, 2010. The Company has not yet enforced its interest in the collateral. Yeuh-Chi Liu has served as a member of the board of directors of Excalibur since July 23, 2008. In accordance with ASC 810-10-25-43, the interest in Excalibur held by Yeuh-Chi Liu as a result of the loan made to her by the Company should be treated in the same manner as the Company’s own interest. As a result, the Company has concluded that it effectively held control of Excalibur and has consolidated Excalibur beginning at the time the Company acquired its ownership interest.

 

 

The Company consolidates Excalibur based on a three-month lag with the Company’s reporting periods. All inter-company accounts and transactions were eliminated in consolidation. The following table provides a summary of balance sheet information for Excalibur as of March 31, 2012 and 2011, which is consolidated in the Company’s financial statements as of June 30, 2012 and 2011:

 

		Excalibur International Marine Corporation
		March 31, 2012								March 31, 2011
		NTD*				USD				NTD				USD
Total assets			232,620,608				6,594,334				271,745,249				9,662,645
Total liabilities			408,806,675				13,709,145				372,731,342				12,677,935
Net liabilities			(176,186,067	)			(7,114,811	)			(100,986,093	)			(3,015,290	)
48.81% ownership			(85,996,419	)			(3,472,739	)			(49,291,312	)			(1,471,763	)

 

*NTD: New Taiwan Dollar

 

On August 8, 2010, Excalibur’s ship, the OceanLaLa, was damaged when sailing in the Taiwan Strait.  As a result of the damage suffered, the OceanLaLa has been taken out of service and management estimated that the net book value of the equipment exceeded its market value and an impairment loss of $5.4 million has been provided for the year ended March 31, 2011.

 

Additional information concerning Excalibur is included in Notes 13 (Contingent Liabilities) and 19 (Litigation).

 

Note 10- INVESTMENT IN CTX VIRTUAL TECHNOLOGIES

 

CTX Virtual Technologies, Inc. (Pink Sheets: CTXV), is a technology company that manufactures and distributes mobile telecommunication, IT data management, virtual imaging and mobile data input accessories.

 

In July 2010 the Company lent $5,000,000 to CTX Virtual Technologies, Inc. The loan to CTX was unsecured, bore interest at 8% per year and had a term of one year to July 26, 2011.  At any time during the one-year term, the Company could at its option convert the loan into 8,474,576 units, with each unit consisting of one share of CTX’s common stock and one warrant. Each warrant allows the Company to purchase one additional share of CTX’s common stock at a price of $1.00 at any time on or before June 23, 2015. At any time after January 26, 2011 and before July 26, 2011, CTX could, at its option, cause the loan to be converted into the same 8,474,576 units. If CTX common stock was not listed on the American Stock Exchange, the OTC Bulletin Board or NASDAQ by February 28, 2011, the number of shares of common stock and warrants issuable on conversion of the loan would be increased by 25%.

 

On March 12, 2011, CTX elected to convert the full principal amount of $5,000,000 and paid the Company in full all accrued and unpaid interest owing. Because CTX common stock was not listed on the American Stock Exchange, the OTC Bulletin Board or NASDAQ by February 28, 2011, the number of shares of common stock and warrants issued on conversion of the loan was increased by 25% to 10,593,220. The common stock of CTX is quoted on the Pink OTC market. On March 31, 2011, the closing market price of CTX common stock, as reported by NASDAQ, was $1.93. However, this company’s common stock is very thinly traded and, as reported by NASDAQ, a total of 174,487 common shares were traded during the year ended March 31, 2011 at an average price, based on reported closing prices, of $1.21 per share. Because of the lack of a sufficiently active market, the Company does not believe that quoted market prices for CTX’s common stock are a reliable indicator of the fair value of the investment.  Despite repeated inquires and requests to CTX for current financial information that would allow the Company to assess the recoverability of its investment, the Company has not been able to obtain any information to enable it to assess the fair value of this investment. Accordingly, management concluded that it would be prudent to conclude, in the absence of persuasive evidence to the contrary (and, in particular, in light of CTX’s refusal to provide the Company with any financial information), that the investment should be considered impaired and therefore the Company has recorded an impairment loss of $5,000,000 during the year ended March 31, 2011.

 

On September 23, 2011, CTX released its audited annual financial results for the year ending December 2010 and its unaudited results for the six month period ending June, 2011. For the year ending December 31, 2010 CTX, reported consolidated revenue of $34.3 million, gross profit of $6.2 million and income from operations of $2.0 million. After various non-operating expenses of $9.2 million and an income tax benefit of $0.7 million, CTX reported a net loss for the year of $6.5 million. For the six-month period ended June 30, 2011, CTX reported consolidated revenue of $17.2 million, gross profit of $2.9 million and income from operations of $1.4 million. After various non-operating expenses of $0.8 million and no income tax expense, CTX reported net income for the six-month period of $0.8 million.

 

The financial statements of CTX for the year ended December 31, 2010 and the six months ended June 30, 2011 state that there were 7,970,817 and 7,976,208 common shares outstanding, respectively. It is assumed that this disclosure at June 30, 2011 does not include the 10,593,220 common shares issued to EFT on conversion of EFT’s loan in March 2011. Although EFT would appear to have a majority of the common stock outstanding, CTX also has outstanding a class of preferred stock that has super-majority voting rights. As a result, EFT does not control CTX. In addition, CTX has outstanding a class of preferred stock that has a liquidation preference that substantially exceeds CTX’s reported net book value.

 

 

On June 30, 2012, the closing market price of CTX common stock, as reported by NASDAQ, was $1.48 per share, based on a trade of 100 shares on June 27, 2012. Prior to that trade, the closing market price of CTX common stock, as reported by NASDAQ, was $0.95 per share. This company’s common stock continues to be very thinly traded and, as reported by NASDAQ, a total of 4,100 common shares were traded during the three months ended June 30, 2012 at an average price, based on reported closing prices, of $1.32. Because of the lack of a sufficiently active market, the Company does not believe that quoted market prices for CTX’s common stock are a reliable indicator of the fair value of our investment.

 

The Company may seek to recover a portion of its investment through the sale of common stock in the open market. However, because of the size of the Company’s position in relation to the market, the Company does not expect to be able to recover any significant portion of its investment in the foreseeable future.

 

As discussed in Note 14, the Company’s investment in CTX has been used to collateralize a short-term loan.

 

Note 11 - OTHER LIABILITIES

 

Other liabilities consist of the following:

 

		June 30, 2012				March 31, 2012
Payroll liabilities		$	112,010			$	104,723
Warranty liabilities			3,528				3,748
Accrued expenses			414,226				509,088
Provision for tax			4,788				4,788
Others			9,237				14,794
		$	543,789			$	637,141

 

The Company records warranty liabilities at the time of sale for the estimated costs that may be incurred under its limited warranty. Changes in the warranty liability for standard warranties which are included in current liabilities on the Company’s Consolidated Balance Sheets are presented in the following tables:

 

		June 30, 2012				March 31, 2012
Warranty liability as at beginning of period, current		$	3,748			$	88,784
Cost accrued/(reversal) of costs			2,005				(73,753	)
Service obligations honored			(2,225	)			(11,283	)
Warranty liability as at end of period, current		$	3,528			$	3,748

 

Note 12 – DUE TO RELATED PARTIES

 

		June 30, 2012				March 31, 2012
Amount due to related parties:		$	46,948			$	46,083

 

The above amounts are due to Steve Hsiao, a shareholder of Excalibur.

 

Note 13 - CONTINGENT LIABILITIES

 

The Company’s controlled subsidiary, Excalibur, purchased the vessel “OceanLaLa” from a British Virgin Islands, “BVI,” company, Ezone Capital Co. Ltd., in 2008. The purchase price was EURO16,000,000, equivalent to approximately $23.7 million. The vessel was delivered to Excalibur and registered as owned by Excalibur at the end of 2008. The last payment of EURO2,000,000, equivalent to approximately $2,531,646, is still under dispute as Excalibur believes that certain special equipment relating to the OceanLaLa, including special tooling, was not delivered at the time of sale and that one of the Ezone’s directors did not act in good faith and was involved in self-dealing.

 

Note 14 – SHORT-TERM LOAN

 

As discussed in Note 8, EFT Investment was obliged to pay the remaining twelve outstanding installments (with various amounts due) for the Taiwan Building up to the scheduled completion. As of June 30, 2012, the Company had received approximately $7.6 million from a third-party, non-affiliate lender, Elite Capital Company Limited (Hong Kong), in order to provide additional cash funds for payments related to the Taiwan building. The loan agreement was signed on September 13, 2012, with an effective date of May 2, 2012.

 

 

The loan is for an amount not to exceed $8 million, and bears an interest rate of 3% per annum. The balance of the loan is to be repaid on October 31, 2012. The loan is collateralized by the Company’s investment in CTX and inventories, with a combined book value before impariment of approximately $8 million.

 

Note 15 – STOCKHOLDERS’ EQUITY

 

Common stock

 

As of June 30, 2012, the Company had 4,975,000,000 shares of common stock authorized and 75,983,201 shares issued and outstanding.

 

The Company did not issue any shares of common stock during the three months ended June 30, 2012.

 

Warrants

 

As of June 30, 2012, the Company’s subsidiary Digital Development Partners Inc. has 2,000,000 common stock warrants outstanding, and 330,665 Series A and 330,665 Series B warrants outstanding, which are accounted for as equity instruments.  The 2,000,000 warrants will expire on June 1, 2014 and permit the holders to purchase one share of Digital’s common stock at an exercise price of $1.00 per share. The Series A and Series B warrants will expire on September 30, 2014 and permit the holders to purchase one share of Digital’s common stock at an exercise price of $1.00 per share and $1.25 per share, respectively.

 

 Note 16 - INCOME TAXES

 

The Company was incorporated in the United States and has operations in five tax jurisdictions - the United States, the Hong Kong Special Administrative Region (“HK SAR”), mainland China, Taiwan, and the BVI.

 

The Company generated substantially all of its net income from its BVI operations for the three months ended June 30, 2012.  According to BVI tax law this income is not subject to any taxes. The Company’s HK SAR subsidiaries are subject to a 16.5% profit tax based on its taxable net profit. EFT (HK) Ltd provides management service to a BVI subsidiary, and the BVI subsidiary reimburses EFT HK Ltd for its total operating expenses plus 5% mark up, and the income is subject to 16.5% profit tax. The deferred tax assets for the Company’s US operations and HK SAR subsidiaries were immaterial for the three months ended June 30, 2012.

 

The Company’s Taiwanese subsidiary and its factory in mainland China, are subject to a 17% and 25% standard enterprise income tax, respectively, based on its taxable net profit. These subsidiaries have incurred net accumulated operating losses for income tax purposes and believe that it is more likely than not that these net accumulated operating losses will not be utilized in the future. Therefore, it has provided full valuation allowance for the deferred tax assets arising from the losses as of June 30, 2012 and 2011.

 

The income tax expenses consist of the following:

 

			Three Months Ended June 30,
			2012				2011
Current:
Domestic		$	-			$	-
Foreign			-				-
Deferred			-				-
Income tax expenses/(benefit)		$	-			$	-

 

A reconciliation of income taxes, with the amounts computed by applying the statutory federal income tax rate, 37% for the three months ended June 30, 2012 and 2011, to income before income taxes for the three months ended June 30, 2012 and 2011, is as follows:

 

		Three Months Ended June 30,
		2012				2011
Income tax at U.S. statutory rate		$	(588,103	)		$	2,716,688
State tax			-				-
Indefinitely invested earnings/(incurred losses) of foreign subsidiaries			586,238				(2,753,061	)
Nondeductible expenses			1,865				36,373
Income tax expenses/(benefit)		$	-			$	-

 

 

The Company does not have any uncertain tax positions. In accordance with ASC Topic 740, interest associated with unrecognized tax benefits are classified as income tax and penalties are classified in selling, general and administrative expenses in the statements of operations. For the three months ended June 30, 2012, due to amendment of 2007 tax return, approximately $97,000 was provided for related interest and penalties expenses. The Company is currently under audit by the U.S. Internal Revenue Service for the tax year ended March 31, 2009. This audit is currently in the discovery stage, and the Company cannot determine at this stage if the audit will result in an additional liability or a refund.

 

 Note 17 - COMMITMENTS

 

Executive Offices

 

The Company leases 3,367 square feet of space in California that serves as its principal executive offices. The lease expires in February 2013.  The monthly rent for the fiscal year ended March 31, 2013 is $9,832. Future minimum lease payments under the operating lease are as follows:

 

Year Ending March 31,
2013		$	78,656

 

The Company rents office space for its satellite training center in Hong Kong.  The lease expires on March 31, 2015, with a monthly rental of $30,900. Future minimum lease payments under the operating lease are as follows:

 

Year Ending March 31,
2013			278,351
2014			371,134
2015			371,134

 

The Company rents storage space for its satellite training center in Hong Kong.  The lease provides for monthly lease payments approximating $900 starting on January 4, 2011 and expiring on January 3, 2013. Future minimum lease payments under the operating lease are as follows:

 

Year Ending March 31,
2013			6,300

 

Total rent expenses for the three months ended June 30, 2012 and 2011, were $164,062 and $156,536, respectively.

 

Employment Agreements

 

Jack Jie Qin

 

On January 1, 2009, the Company entered into an employment agreement with Jack Jie Qin, the Company’s President and Chief Executive Officer. The employment agreement has an initial term of seven years, and will be automatically extended, without any action on the part of Mr. Qin or the Company, for additional, successive one-year periods. The agreement may be terminated by either party on 60 days’ written notice.

 

During the initial seven year period of the agreement, the Company will pay Mr. Qin an annual base salary of $200,000 per year for the first calendar year. In each subsequent calendar year during the term of the agreement, the Company will pay Mr. Qin an annual base salary determined by the compensation increase scale as reviewed and approved by the Company’s Board of Directors Compensation Committee and approved by the Company’s Board of Directors. Mr. Qin is eligible to receive an annual base salary adjustment in each subsequent calendar year as a cost of living increase at 10% per annum. Mr. Qin is also eligible to receive an annual bonus pursuant to the executive bonus scale in effect for executive employees of the Company.

 

In the event that Mr. Qin’s employment is terminated without cause by the Company or if Mr. Qin terminates the agreement for good reason, or if, following a change in control, Mr. Qin’s employment is terminated or not renewed, the Company has agreed to pay Mr. Qin an amount equal to twice the total of his annual base salary and his target bonus as established by the Compensation Committee and to maintain his benefits for a period of two years. At the expiration of the initial term of the agreement or any successive one-year renewal period, if the Company elects not to renew the agreement, the Company has agreed to pay Mr. Qin an amount equal to the total of his annual base salary and his target bonus as established by the Compensation Committee and to maintain his benefits for a period of one year.

 

 

Pyng Soon

 

On January 1, 2012, the Company entered into a new employment agreement with Pyng Soon, the Company’s General Counsel. The employment agreement has a term for one year, and can be extended for one additional year by the agreement of both parties. The agreement may be terminated by either party on 30 days’ written notice.

 

During the period of this agreement, the Company will pay Mr. Soon an annual base salary of $148,830 per year. Mr. Soon is also eligible to receive an annual bonus pursuant to the executive bonus scale in effect for executive employees of the Company.

 

Consultancy Agreement

 

In March 2010, one of the Company’s subsidiaries, EFT International Ltd., entered into a consultancy agreement with JFL Capital Limited, a company in which Wendy Qin, the sister of Jack Jie Qin, the Company’s president, serves as a director and is one of the principal shareholders. Under this agreement, EFT International Ltd. engaged JFL Capital Limited to provide EFT International Ltd. consultancy services on administration, financial matters, corporate planning and business development commencing from April 1, 2010. The agreement may be terminated by either party on three months’ written notice. For the year ended March 31, 2011, EFT International Ltd. paid JFL Capital Limited $315,000. As from April 1, 2011, the annual fee will be increased at the rate of $15,000 each year.

 

Purchase obligation

 

The Company’s wholly owned subsidiary, EFT Investment Co. Ltd, has entered into agreements to purchase an office building located in Taipei, Taiwan. The office building is under construction and will be completed by the end of 2013. The total purchase price for the office building is NTD7.1 billion, equivalent to approximately $238.1 million.

 

Pursuant to the terms of these agreements, the Company was obliged to pay the remaining twelve (12) outstanding installments with various amounts due over the next twenty-four (24) months until the completion of the building project. The latest payment, in the amount of approximately $13 million, was due on April 20, 2012. However, this payment was suspended by the Company due to, among other things, the failure of the sellers to comply with certain conditions precedent applicable to the agreements. Each subsequent quarterly payment, starting from April 20, 2012, was approximately $4 million. Finally, the residual payment of approximately $167 million was due at the time of completion of the building.

 

If the Company breaches any provisions relating to the terms and method of payment stated in the agreement, the seller may confiscate an amount calculated as 15 percent of the total real estate price, approximately $36 million. If the amount to be confiscated exceeds the amount of the price already paid, it shall be limited to the amount of the price already paid and the parties may rescind the agreement. As of June 30, 2012, payment of NTD600 million, equivalent to approximately $20.8 million, has been made to the seller.

 

Note 18 – SEGMENT INFORMATION

 

The Company’s business is classified by management into three reportable segments: online, transportation and beverage. The online business reportable segment is an aggregation of the Company’s online operating segments, which are organized to sell the Company’s products to Affiliates through its website. The online business reportable segment derives revenue from the sales of nutritional products, personal care products and EFT-phones and access fees for its network platform. The transportation service reportable segment derives revenue from transport passengers and cargo between Taiwan and Mainland China through the Taiwan Strait. The beverage business reportable segment derives revenue and expenses from the bottled water factory in Baiquan, Heilongjiang Province, China.

 

Although substantially all of the Company’s revenue is generated from Mainland China, the Company is organizationally structured along business segments. The accounting policies of each of the Company’s operating segments are the same as those described in Note 2, “Summary of Significant Accounting Policies.”

 

 

The following tables provide the business segment information as of and for the three months periods ended June 30, 2012 and 2011. Income tax allocations have been determined based on statutory rates in the applicable business segment.

 

		Three months ended June 30, 2012
		Online business				Transportation business				Beverage business				Total
Sales revenues, net		$	827,973			$	-			$	-			$	827,973
Cost of goods sold			(136,354	)			(254,562	)			-				(390,916	)
Gross profit			691,619				(254,562	)			-				437,057
Operating expenses:
Selling, general and administrative expenses			1,161,321				208,309				77,298				1,446,928
Provision for inventory obsolescence			683,687				-				-				683,687
Royalty expenses			59,052				-				-				59,052
Total operating expenses			1,904,060				208,309				77,298				2,189,667
Net operating income			(1,212,441	)			(462,871	)			(77,298	)			(1,752,610	)
Other income			70,695				(87,663	)			1,616				(15,352	)
Income before income tax			(1,141,746	)			(550,534	)			(75,682	)			(1,767,962	)
Total long-lived assets			289,584				6,027,839				1,239,209				7,556,632
Additions to long-lived assets			29,207				6,109				6,164				41,480

 

 

		Three months ended June 30, 2011
		Online business				Transportation business				Beverage business				Total
Sales revenues, net		$	10,522,104			$	1,012			$	-			$	10,523,116
Cost of goods sold			(1,821,558	)			(291,473	)			-				(2,113,031	)
Gross profit			8,700,546				(290,461	)			-				8,410,085
Operating expenses:
Selling, general and administrative expenses			1,533,037				377,122				71,952				1,982,111
Marketing expenses			41,441				-				-				41,441
Royalty expenses			271,925				-				-				271,925
Total operating expenses			1,846,403				377,122				71,952				2,295,477
Net operating income			6,854,143				(667,583	)			(71,952	)			6,114,608
Other income			286,252				612,157				(450	)			897,959
Income before income tax			7,140,395				(55,426	)			(72,402	)			7,012,567
Total long-lived assets			415,637				8,660,678				1,143,951				10,220,266
Additions to long-lived assets			3,215				-				15,927				19,142

 

Note 19 – LITIGATION

 

In October 2008, the Company acquired, through a wholly-owned subsidiary, 48.81% of the capital stock of Excalibur International Marine Corporation, a Taiwanese corporation, for $19,193,000.  Excalibur owns a high speed ship which, until August 2010, transported passengers and cargo between Taiwan and mainland China through the Taiwan Strait.  Excalibur’s vessel, the OceanLaLa, was capable of carrying up to 370 passengers and 630 tons of cargo.

 

Excalibur purchased the OceanLaLa from Ezone Capital Co. Ltd., prior to its acquisition by the Company.  The last payment of EURO2,00,000 equivalent to approximately $2,531,646, was withheld by Excalibur since Excalibur believed that special tooling was not delivered at the time of sale and that an Ezone’s director did not act in good faith and was involved in self-dealing.

 

EFT Investment Co. Ltd. filed a lawsuit against Jiao Ren-Ho, former chairman of Excalibur, in the Taiwan Shihlin District Prosecutors office on February 12, 2010. EFT Investment Co. Ltd. alleges, among other things, that Jiao Ren-Ho committed the offences of capital forging, fraud, breach of trust, and document fabrication.

 

EFT Investment Co. Ltd. filed a lawsuit against Chang Hui-Ying, Excalibur’s former accountant, in the Taiwan Shihlin District Prosecutors office in March 2010. The claims of EFT Investment Co. Ltd. against Chang Hui-Ying are based upon the audit of Excalibur’s financial statements by Chang Hui-Ying. EFT Investment Co. Ltd. alleges, among other things, that Chang Hui-Ying committed the offences of capital forging, fraud, breach of trust, and document fabrication.

 

EFT Investment Co. Ltd. filed a lawsuit against Hsiao Zhong-Xing, former general manager of Excalibur, and Lu Zhuo-Jun, former vice general manager of Excalibur, collectively "Defendants,” in the Taiwan Shihlin District Prosecutors office on October 1, 2010. EFT Investment Co. Ltd. alleges, among other things, that Defendants committed the offences of capital forging, fraud, breach of trust, and document fabrication. The case is pending before the Shihlin District Court.

 

EFT Investment Co. Ltd. filed a civil lawsuit against Jiao Ren-Ho, Chang Hui-Ying, Hsiao Zhong-Xing, and Lu Zhuo-Jun, collectively “Defendants,” in the Taiwan Shihlin District court on February 12, 2010.  EFT Investment Co. Ltd. alleges Defendants committed tortious acts, including but not limited to the offences of capital forging, fraud, breach of trust and document fabrication.  The final resolution of this case is pending.

 

Marinteknik Shipbuilders (S) Pte Ltd., a Singapore company, filed a lawsuit against Excalibur in the Taiwan Taichung District Court on July 9, 2009 for unpaid service fees and out-of-pocket expenses of NTD8,050,832, equivalent to approximately $280,000.  On August 20, 2009, the Taiwan Taipei district court froze Excalibur’s cash of $193,992 in response to the suit. The final resolution of this case is pending. However, a contingent liability for the restricted cash has been recorded.

 

 

On August 2, 2010, the Company commenced a legal proceeding against Marinteknik Shipbuilders (S) Pte Ltd., and three other persons in the High Court of the Republic of Singapore alleging fraud, misrepresentation, and deceit on the part of the defendants with respect to Excalibur’s purchase of the OceanLaLa. The Company claims that the wrongful actions of the defendants resulted in damages of $19,000,000 to the Company. The case is still pending.

 

On August 18, 2010, Excalibur received a statement of claim, equivalent to a complaint in the United States, that was filed in the Taichung District Court, Taiwan, by Ezone Capital Co., Ltd., demanding approximately 2,000,000 Euros, equivalent to approximately $2,600,000, for the unpaid balance of the purchase price of the OceanLaLa (see Note 13). Excalibur has denied the claims of Ezone on the basis that the OceanLaLa was defective, unseaworthy, and not fit for its intended purpose. Excalibur has also filed a counterclaim against Ezone seeking a full refund of all amounts paid for the OceanLaLa, as well as reimbursement for amounts incurred on maintenance and repairs. The case proceeding is concluded and waiting for the disposition by the court.

 

On October 14, 2011, the Company initiated a complaint in the Superior Court of California, County of Los Angeles, for damages against Man Kwok So, former member of the Board of Directors and chief financial officer of the Company, for allegations including, but not limited to, fraud, defamation, breach of fiduciary duty and conversion. The Company seeks compensatory damages in the amount of US$33,933.60 and full relinquishment of Mr. So’s 300,000 shares of EFT stock. The case is pending.

 

Note 20 - SUBSEQUENT EVENTS

 

In relation to the Taiwan Building discussed in Note 8, on July 3, 2012, EFT Investment’s local counsel issued a letter to TransGlobe with substantially the same contentions as contained in the June 29, 2012 letter to Meifu, and therein argued that the contracts between TransGlobe and EFT Investment were terminated and requested that all payments made to TransGlobe be returned. See Note 8 to these consolidated financial statements for further information.

 

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Products

 

The Company sells 27 different nutritional products (some of which are oral sprays); 21 different personal care products; an environmentally protective automotive product, an environmentally friendly house cleaner and a flip top portable drinking container that contains a filter to remove impurities from the water.  The Company’s products are biodegradable and are not regulated by federal, state or local environmental laws or environmental laws of its key target markets.

 

The Company’s nutritional products are non-pharmaceutical nutritional products. They are ingestible through oral liquids, oral sprays, tablets and tea.  The Company’s oral sprays are delivered through very fine mist sprayed directly into the mouth. The Company’s containers used to deliver its nutritional products are small, compact and easy to carry.

 

The Company’s nutritional products are all natural, made from pure ingredients, and are designed to address specific goals of the user such as strengthening the immune system, assisting in weight loss, helping to overcome a sore throat and fighting off colds. Each product has been formulated to address specific need, symptom and condition. The Company makes no claims as to the products curing any medical condition, or preventing any medical ailment.

 

The Company’s personal care products include lip gloss, perfume, mascara, eyeliner and sunscreen.

 

Manufacturing

 

The Company’s products are manufactured by third-party vendors and are packaged under its brand. The packaging for its products clearly states the country of manufacture, which is currently the United States in most cases. The Company does not have any long-term supply contracts or agreements with any manufacturers. The Company orders its products directly from vendors on an “as-needed” or “expected need” basis. Raw materials used in the manufacture of the Company’s products are readily available and are not in short supply. The Company is not a party to any agreement for the purchase or delivery of raw materials.

 

In addition, the Company has constructed a factory and water plant to produce bottled water in Baiquan, Heilongjiang Province, China, which is expected to start production by the end of December 2012.

 

None of the Company’s vendors account for a significant portion of its business and all of them can be replaced on short notice. The Company does not have any binding commitments or manufacturing agreements with any of its vendors.

 

Sales

 

The Company only sells its products through its website and only to “Affiliates.” To become an Affiliate, a customer must be recommended by another Affiliate, make a minimum purchase of $600, and pay $60 for shipping and handling fees.  After that point, the new Affiliate is not required to make any additional purchases, pay membership fees, buy products, resell products, recruit others, or attend meetings.  Free educational classes are offered to the Company’s Affiliates so they can learn more about its products and how to use them.

 

As of August 14, 2012, the Company had 1,249,855 registered Affiliates, most of which were located in China and Hong Kong.  For the three months ended June 30, 2012, the Company did not have any sales activities in the United States. None of the Company’s Affiliates account for a significant portion of the Company’s business. 

 

The Company pays its Affiliates a commission on the products they order from the Company. The commission is approximately 60% of the total dollar amount of the order. Commissions are considered a reduction of the sales price of the Company’s products and are reflected in the Company’s financial statements as a reduction in revenue. The commissions earned by each Affiliate are held in book entry form. The Affiliate can use the commissions to pay for new orders or can transfer the commissions to a bank account where they can be withdrawn, in local currency, at automated teller machines (ATMs) in the country where the Affiliate resides.  With this process, the Company reduces operating expenses and eliminates cumbersome accounting chores such as issuing checks and reconciling bank statements.

 

Full payment is required in U.S. Dollars prior to shipment of any products. In most cases, once payment is received, products ordered are shipped directly by the Company’s third party manufacturers to the Company’s distribution centers in Hong Kong, China and Korea. Once received at the distribution centers, the products are shipped to the Affiliate placing the order.

 

Transportation business

 

On October 25, 2008, the Company acquired, through a wholly owned subsidiary, 48.81% of the capital stock of Excalibur International Marine Corporation, “Excalibur,” a Taiwanese corporation, for $19,193,000. The remaining 51.19% equity interest is held by Taiwan residents. On July 25, 2008, the Company loaned $1,567,000 to Yeuh-Chi Liu, a vendor to the Company. The proceeds of the loan were used by Yeuh-Chi Liu to acquire a 3.97% interest in Excalibur, which was offered as collateral for the loan. The Company does not expect that this loan will be repaid and the loan was written off as of December 31, 2010. The Company has not yet enforced its interest in the collateral.

 

 

Excalibur owns and operates a high speed ship which, until August 2010, transported passengers and cargo between Taiwan and mainland China through the Taiwan Strait. Excalibur’s vessel, the OceanLaLa, was capable of carrying up to 370 passengers and 630 tons of cargo. The OceanLaLa made its first voyage in October 2008, sailing from Taichung to Panhu, Taiwan. On August 8, 2010, the OceanLaLa was damaged when sailing in the Taiwan Strait. As a result of the damage suffered, the OceanLaLa has been taken out of service.

 

Historically, Taiwan Vessel Law set forth certain Taiwanese shareholding requirements for companies owning ships registered in Taiwan. For example, a limited liability company owning a ship registered in Taiwan not operating international liners (such as Excalibur) was required to have at least 2/3 of its capital stock owned by Taiwanese citizens. However, violation of this requirement did not subject the Company to fines and/or other penalties. The Vessel Law was amended in December 2010, and after the amendment, no more than 50% of the capital stock of limited liability companies owning ships registered in Taiwan, like Excalibur, can be owned by non-Taiwanese citizens. Therefore, the Company’s ownership in Excalibur is no longer required to be reduced to 33%, and the Company’s ownership of 48.81% of the capital stock of Excalibur is in compliance with applicable law in Taiwan.

 

EFT-Phone and ToByTo reward program

 

In February 2010, the Company assigned the worldwide distribution and servicing rights to a product known as the “EFT-Phone” to Digital Development Partners, Inc. (“Digital”), previously unrelated company, in exchange for 79,265,000 shares of Digital’s common stock. The shares the Company acquired represent approximately 92% of Digital’s outstanding common stock.

 

The EFT-Phone is a cell phone which uses the Android operating system. The EFT-Phone has an application that will allow the Company’s Affiliates to access all of their back office sites, including their commission accounts, through which the Affiliates will be able to deposit, withdraw and transfer money to another account or to another Affiliate at no cost. The EFT-Phone will have educational applications and PowerPoint presentation capability for recruiting and training new Affiliates anywhere in the world.

 

The worldwide distribution and servicing rights to the EFT-Phone include the right to sell the EFT-Phone to the Company’s Affiliates and others. Digital also acquired the rights to distribute all EFT-Phone accessories. Digital began distributing EFT-Phones in July 2010.

 

Starting from December 2010, the Company introduced some EFT-Phone reward programs to its Affiliates. For example, upon joining a $3,000 program, each Affiliate must pay $3,000 as a non-refundable deposit. When an Affiliate sponsors one new Affiliate, the Company will reward the first Affiliate with a $1,500 instant sponsor bonus. When the first Affiliate sponsors at least two new Affiliates, and those two new Affiliates each also sponsor two new Affiliates, the first Affiliate will have completed the first cycle of the program. The Company would then reward the first Affiliate with an additional $1,500 bonus and deliver an EFT-phone and an e-pad for the cost of $1.

 

After the completion of the first cycle, each Affiliate will enter into the matrix of the second cycle. Upon completion of the second cycle, the Company will reward the first Affiliate with $3,000. For each subsequent cycle thereafter within the matrix, each Affiliate will need to sponsor a new Affiliate in each cycle in order to qualify for the reward.

 

On April 1, 2012, the Company assigned network access rights to ToByTo Limited (“ToByTo”), a third-party company. The network access rights to ToByTo Limited include the right to access EFT’s Affiliate database for ToByTo’s marketing campaign, and provides access to EFT’s emoney system to facilitate their sales activities. ToByTo Limited, in return, will compensate EFT by paying access fees in an amount equal to 10% of the respective enrollment fee of every Affiliate who enters the ToByTo Limited travel program each time (but not less than $300 per Affiliate).

 

eZGT Travel Program

 

In May 2011, the Company introduced to its Affiliates a series of travel programs attracting Affiliates to enjoy the benefits of travelling internationally. To participate in the Traveler programs, one must initially make a non-refundable deposit according to the programs’ requirements. When the Affiliate completes a cycle of the program he joined, he will receive a bonus reward and the Affiliate only needs to pay $1 for his or her own trip. The reward system of the travel program is similar to the TobyTo reward program.

 

On April 1, 2012, the Company assigned network access rights to eZGT Limited a third party. The network access rights to eZGT Limited include the right to access EFT’s Affiliate database for eZGT’s marketing campaign, and provides access to EFT’s emoney system to facilitate their sales activities. eZGT Limited, in return, will compensate EFT by paying access fees in an amount equal to 10% of the respective enrollment fee of every Affiliate who enters the eZGT travel program each time (but not less than $300 per Affiliate).

 

 

Market Environment

 

The nutritional supplement and cosmetic e-business markets have and continue to become increasingly competitive and are rapidly evolving. Barriers to entry are minimal and current and new competitors can launch new websites at a relatively low cost. Many competitors in this area have greater financial, technical and marketing resources than the Company does. Continued advancement in technology and increasing access to that technology is paving the way for growth in direct marketing. The Company also faces competition for consumers from retailers, duty-free retailers, specialty stores, department stores and specialty and general merchandise catalogs, many of which have greater financial and marketing resources than the Company has. Notwithstanding the foregoing, the Company believes that it is well-positioned within the Asian consumer market with its current plan of supplying U.S. merchandise brands to consumers and that its exposure to both the Asian and American cultures gives it a competitive advantage. There can be no assurance that the Company will maintain its competitive edge or that the Company will continue to provide solely U.S.-made merchandise.

 

The Company’s products are sensitive to business and personal discretionary spending levels and tend to decline or grow more slowly during economic downturns, including downturns in any of the Company’s major markets.  The current worldwide downturn is expected to adversely affect the Company’s sales and liquidity for the foreseeable future. Although the Company has mitigated decreases in sales by lowering its levels of inventory to preserve cash on hand, the Company does not know when the downturn will subside and when consumer spending will increase from its current depressed levels. Even if consumer spending increases, the Company is not sure when consumer spending will increase for its products, which will affect its liquidity.

 

The global economy is currently undergoing a period of unprecedented volatility, and the future economic environment may continue to be less favorable than that of recent years. This has led, and could further lead, to reduced consumer spending, and which may affect adversely spending on nutritional and beauty products and other discretionary items, such as the Company’s products. In addition, reduced consumer spending may force the Company and its competitors to lower prices. These conditions may adversely affect the Company’s revenues and profits. In addition, the Company expects future operations to be affected by ToByTo’s marketing and distribution of EFT Phones, eZGT’s marketing of the travel program and the Company’s water bottling operations.

 

Results of Operations

 

Comparison for the Three Months Ended June 30, 2012 and 2011

 

The following sets forth certain of the Company’s consolidated statements of operations information for the three months ended June 30, 2012 and 2011.

 

(All amounts, other than percentages, in thousands of U.S. dollars)

 

		THREE MONTHS ENDED 6/30/12				THREE MONTHS ENDED 6/30/11
Item		In Thousands				In Thousands				Amount of Change				% of Change
Sales revenues, net		$	602			$	9,520			$	(8,918	)			93	%
Shipping charges			118				1,002				(884	)			-88	%
Access fees			108				-				108				NM
Cost of goods sold			136				1,191				(1,055	)			-89	%
Shipping costs			-				631				(631	)			-100	%
Operating costs – Excalibur			255				291				(36	)			-12	%
Gross profit			437				8,410				(7,973	)			-95	%
Selling, general and administrative expenses			1,447				1,982				535				-27	%
Provision for inventory obsolescence			684				-				684				NM
Royalty expenses			59				272				(213	)			-78	%
Interest income			93				185				(92	)			-50	%
Foreign exchange (gain) / loss			(75	)			612				(687	)			-112	%
Net income / (loss) attributable to EFT Holdings, Inc.			(1,767	)			7,013				(8,780	)			-125	%

 

*NM - not meaningful

 

Sales revenue, net

 

Sales revenues, net, significantly deceased to approximately $602,000 for the three months ended June 30, 2012 as compared to approximately $9,520,000 for the three months ended June 30, 2011. Effective April 2011, the Company increased its cost to become an Affiliate from $300 to $600. As a result, sales demand from Affiliates has dropped significantly. Products’ sales orders dropped from $2.2 million to $1.1 million as compared to the same period last year. Recognized sales of products dropped significantly from $9,974,003 to $1,166,036, mainly due to the Company recognizing $8.6 million of revenue in the quarter ending June 30, 2011 for products ordered before March 31, 2011. This increase in sales prior to April 2011 was primarily due to Affiliates stocking up on products prior to the price increase.

 

Shipping charges

 

Shipping charges decreased to approximately $118,000 for the three months ended June 30, 2012 from approximately $1,002,000 for the three months ended June 30, 2011 mainly due to the $8.6 million reduction in gross sales.

 

Access fees

 

 

Access fees increased to approximately $108,000 for the three months ended June 30, 2012 as compared to Nil for the three months ended June 30, 2011. On April 1, 2012, the Company assigned network access rights to eZGT Limited (eZGT) and ToByTo Limited (ToByTo). These network access rights include the right to access EFT’s affiliate database for those companies’ marketing campaigns, and access to EFT’s money system to facilitate those companies’ sales activities. Both eZGT and ToByTo compensate EFT by paying access fees in an amount equal to 10% of enrollment fee of every Affiliate who enters the respective programs each time an Affiliate is added.

 

Cost of goods sold

 

Cost of goods sold decreased to approximately $136,000 for the three months ended June 30, 2012 from $1,191,000 for the three months ended June 30, 2011, mainly due to a decrease in gross sales of products. Cost of goods sold consists of merchandise purchased from vendors. Gross sales of products declined significantly by 88% from $9,974,003 to $1,166,036. Similarly, cost of sales of products declined by 88% from $1,085,541 to $130,130.

 

Shipping costs

 

Shipping costs decreased to $418 for the three months ended June 30, 2012 from approximately $631,000 for the three months ended June 30, 2011, as less stock needed to be transferred to the logistics facility in China. Shipping costs consist of freight charges from the U.S. warehouse and/or vendors to the Company’s logistics facility in China.

 

Operating cost – Excalibur

 

Operating cost – Excalibur decreased to approximately $255,000 for the three months ended June 30, 2012 as compared to approximately $291,000 for the three months ended June 30, 2011. As a result of the damage to the OceanLaLa, the vessel has temporarily been taken out of service. The Company continues to minimize the cost associated with maintaining the ship and currently keeps only four crew members on the vessel which has contributed to significantly lower maintenance cost for both periods.

 

Gross profit

 

Gross profit decreased to approximately $437,000 for the three months ended June 30, 2012 compared to approximately $8,410,000 for the three months ended June 30, 2011. Gross profit, as a percentage of total revenue, was 53% during this period compared with 80% for the three months ended June 30, 2011. The decrease in gross profit was mainly due to a decrease in gross sales of $9 million as compared to the prior period last year.

 

The Company’s revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition, (“SAB104”), ASC Topic 605, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products) and other applicable revenue recognition guidance and interpretations. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Transportation income is generated from transporting passengers and cargo and is recognized at the time when passengers and cargo are conveyed to the destination port. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. Commissions paid to the Company’s Affiliates are considered to be a reduction of the selling prices of its products, and are recorded as a reduction of revenue.

 

Selling, general and administrative expenses

 

Selling, general and administrative expenses decreased to approximately $1,447,000 for the three months ended June 30, 2012 compared to $1,982,000 for the three months ended June 30, 2011, mainly due to a decrease in legal fees associated with legal cases involving Excalibur and EFT Investment Ltd. and a reduction of fees charged by a service provider in the United States. Legal fees decreased to $32,208 for the three months ended June 30, 2012, compared to $318,868 for the three months ended June 30, 2011. The U.S. service provider decreased its fees to $114,285 for the three months ended June 30, 2012 as compared to $269,608 for the three months ended June 30, 2011.

 

Provision for inventory obsolescence

 

The management reviewed inventory levels in each country by comparing with recent demand requirements and the shelf life of the various products, and provided $684,000 for estimated obsolescence. 

 

Royalty expenses

 

Royalty expenses decreased to approximately $59,000 for the three months ended June 30, 2012 as compared to approximately $272,000 for the three months ended June 30, 2011 mainly due to a decrease in gross sales during the year. Royalty payable to EFT Assets is equal to a percentage of the Company’s gross sales based on certain threshold criteria.

 

Interest income

 

Interest income decreased to approximately $93,000 for the three months ended June 30, 2012 as compared to approximately $185,000 for the three months ended June 30, 2011. Interest income decreased due to a decrease of investments in corporate bonds as compared to the prior period.

 

Foreign exchange loss

 

Foreign exchange loss increased to $75,000 for the three months ended June 30, 2012 as compared to a gain of $611,000 for the three months ended June 30, 2011. Foreign exchange loss increased because of fluctuations in foreign exchange rates, with the RMB depreciating against the U.S. Dollar during this period.

 

 

Capital Resources and Liquidity

 

The following table shows the Company’s sources/ (uses) of cash for the three months ended June 30, 2012 and 2011.

 

		Three Months Ended June 30
		2012				2011
Net cash used in operating activities		$	(1,161,762	)		$	(3,371,485	)
Net cash provided by / (used in) investing activities			(6,311,648	)			1,151,732
Net cash provided by financing activities			7,577,583				-
Effect of exchange rate changes on cash			84,986				(565,374	)
Net increase / (decrease) in cash		$	189,159			$	(2,785,127	)

 

The cash and cash equivalents and securities available for sale are the Company’s primary sources of liquidity. The Company believes its existing cash and cash equivalents will be sufficient to maintain its operations at the present level for at least twelve months.

 

Operating activities

 

For the three months ended June 30, 2012, net cash used in operating activities was $1,161,762. This was primarily due to a net loss of $1,767,962 adjusted by non-cash related expenses that included depreciation of $297,545, provision for inventory obsolescence of $683,687, and loss on disposal of fixed assets of $12,656, which were offset by a net increase in working capital items of $388,307.

 

For the three months ended June 30, 2011, the Company recorded a profit of $7,012,567, yet used $3,371,485 in its operating activities. The primary reason that the Company’s operating activities used cash, despite having net income, was that, during the period, the Company paid outstanding commission liabilities of $1,645,826, which required the use of cash but were not expensed in the Company’s statement of operations. The Company also recognized approximately $8,500,000 of unearned revenue during the period but the corresponding cash had been received and recorded at March 31, 2011.

 

Investing activities

 

Net cash used in investing activities for the period ended June 30, 2012 was $6,311,648, primarily attributable to the purchase of $41,480 of property and equipment and the purchase of $7,235,230 of corporate bonds, which were partially offset by proceeds from corporate bonds of $965,062.

 

Net cash provided by investing activities for the period ended June 30, 2011 was $1,151,732, primarily due to proceeds from corporate bonds of $5,086,461, which was partially offset by the purchase of $432,480 of corporate bonds and the Company’s investment in property in progress of $3,483,107.

  

Financing activities

 

Net cash provided by financing activities for the period ended June 30, 2012 was $7,577,583, primarily provided by a short-term loan received from an outside party originally scheduled for progressive payment for the investment property in Taiwan. For more information, please see Note 13 to the consolidated financial statements in this Report.

 

The Company did not use or receive any cash from financing activities during the three months ended June 30, 2011.

 

Balance Sheet Items

 

Material changes in the Company’s balance sheet items between June 30, 2012 and March 31, 2012 are discussed below:

 

Securities Available for Sale

 

Securities available for sale increased to $16,291,989 as of June 30, 2012 as compared to $10,082,372 as of March 31, 2012, as the Company transferred more funds to invest in corporate bonds to earn interest income.

 

Property and Equipment, net

 

Property and equipment, net decreased to $7,556,632 as of June 30, 2012 as compared to $7,824,241 as of March 31, 2012, resulting from depreciation expenses recorded during the current period.

 

Investment in developments in progress

 

The Company’s wholly-owned subsidiary, EFT Investment Co. Ltd., entered into two tri-party agreements with the seller of the office building to replace the original contract signed by Mr. Jack Qin as agent on May 2, 2011 to purchase an office building located in Taipei, Taiwan, which is under construction and will be completed by the end of 2013. As of June 30, 2012, deposits approximating $20.8 million have been made to the sellers. Please see Note 19 to the financial statements included as part of this Report for more information.

 

 

Accounts Payable

 

Accounts payable increased to $2,433,491 as of June 30, 2012 as compared to $2,289,648 as of March 31, 2012, resulting from $1,205,327 of royalty expenses that were not paid to EFT Assets by June 30, 2012. Additional information concerning EFT Assets is included in Note 6 (Loans to related parties and related party transactions).

 

Commission Payable

 

Commission payable decreased to $4,115,804 as of June 30, 2012 as compared to $4,351,420 as of March 31, 2012 due to lower commissions earned by Affiliates.

 

Unearned Revenue

 

Unearned revenue decreased to $3,343,686 as of June 30, 2012 as compared to $3,436,506 as of March 31, 2012. The recording of unearned revenue results from temporary delays in the delivery of products or services to Affiliates. In addition, $1.3 million of unearned revenue related to Affiliates who have enrolled in ToByTo Reward programs and have not qualified yet to receive the Company’s rewards.

 

Non-controlling interest

 

This item represents the interest in Excalibur and Digital owned by others. Non-controlling interest liabilities increased because both Excalibur and Digital recorded losses during the year.

 

Between January and August 2008, the Company sold 14,890,040 Units to non-U.S. residents at a price of $3.80 per Unit. The Units were sold pursuant to the exemption provided by Regulation S under the Securities Act of 1933.Each Unit consisted of one share of the Company’s common stock and one warrant. Each warrant allowed the holder to purchase one share of the Company’s common stock at a price of $3.80 per share at any time prior to November 30, 2010.

 

The Company received $52,848,489 of proceeds from the private placement and used $19,193,000 from the sale of the Units to purchase its 48.81% interest in Excalibur International Marine Corporation.

 

Yeuh-Chi Liu, a supplier of the Company’s spray bottles, borrowed $1,567,000 from the Company in July 2008. The loan is non-interest bearing and is payable upon demand. The loan was used by Yeuh-Chi Liu to acquire a 3.97% ownership of Excalibur International Marine Corporation and is secured by that interest. The Company provided a full allowance for impairment in the amount of $1,567,000 against the demand loan during the year ended March 31, 2011. The Company has not yet enforced its interest in the collateral.

 

Since July 2008, the Company has made loans to Excalibur International Marine Corporation. The loans were primarily used by Excalibur to acquire its vessel, the OceanLaLa, and to fund operating costs. As of June 30, 2012, the Company had the following outstanding loans to Excalibur. Because the Company consolidates Excalibur, these loans are not included in its consolidated financial statements.

 

Principal Amount				Interest Rate				Due Date
$	1,564,717				0	%		Due on demand
$	100,000				8	%		August 20, 2012
$	250,000				8	%		September 1, 2012
$	70,000				8	%		October 11, 2012
$	200,000				8	%		October 12, 2012
$	1,110,000				8	%		November 13, 2012
$	47,000				8	%		November 17, 2012
$	90,000				8	%		November 24, 2012
$	2,500,000				8	%		November 25, 2012
$	60,000				8	%		December 15, 2012
$	51,600				8	%		December 23, 2012
$	330,000				8	%		January 5, 2013
$	100,000				8	%		January 7, 2013
$	75,000				8	%		January 20, 2013
$	100,000				8	%		January 25, 2013
$	120,000				8	%		February 1, 2013
$	160,000				8	%		February 11, 2013
$	250,000				8	%		February 18, 2013
$	45,000				8	%		February 28, 2013
$	140,000				8	%		March 10, 2013
$	17,000				8	%		March 18, 2013
$	130,000				8	%		April 3, 2013
$	65,000				8	%		April 13, 2013
$	75,000				8	%		April 27, 2013
$	512,000				8	%		April 30, 2013
$	34,000				8	%		May 4, 2013
$	70,000				8	%		May 19, 2013
$	260,000				8	%		June 5, 2013
$	150,000				8	%		June 28, 2013
$	462,000				8	%		July 6, 2013
$	100,000				8	%		July 28, 2013
$	9,238,317

 

 

The Company also lent $5,000,000 to CTX Virtual Technologies Inc., “CTX,” in July 2010. The loan to CTX was unsecured, bore interest at 8% per year and had a term of one year to July 26, 2011. At any time during the one-year term, the Company could, at its option, convert the loan into 8,474,576 units, with each unit consisting of one share of CTX’s common stock and one warrant (to be increased by 25% to 10,593,220 units if CTX common stock was not listed on either the American Stock Exchange, the OTC Bulletin Board or NASDAQ by February 28, 2011). On March 12, 2011, CTX elected to convert the full amount of $5,000,000 into 10,593,220 units and paid the Company in full for all accrued and unpaid interest that it owed to the Company.

 

Since February 2010, the Company has started to buy securities available for sale to earn interest, and has invested $16 million in such securities at June 30, 2012.

 

From May 2011, the Company started to invest in a real estate project in Taiwan. As of June 30, 2012, payment of NTD600 million, approximately $20.8 million, has been made to the property developers.

 

The unused cash and cash equivalents of $4.5 million at June 30, 2012 will be used in the Company’s daily operations. The Company has no unused lines of credit or other borrowing facilities and believes that its ongoing operations generate sufficient cash to meet its liquidity requirements.

 

Future Contractual Obligations

 

		Total				2013				2014				2015				Thereafter
Lease payments		$	1,105,575			$	363,307			$	371,134			$	371,134			$	-

 

See Note 16 of the Notes to the Consolidated Financial Statements contained in Item 1 for the Company’s future contractual obligations under the employment agreements with certain of the Company’s executive officers and the consultancy agreement with a related party.

 

Other than as disclosed above and except for the payment obligation to purchase an office building located in Taipei, Taiwan as disclosed in Item 1- Note 7, the Company does not anticipate any capital requirements for the year ending March 31, 2013.

 

Commitments for capital expenditures

 

Except as otherwise disclosed herein, the Company does not have any commitments for any material capital expenditures. The Company does not have any commitments or arrangements from any person to provide it with any additional capital.

 

Except as disclosed in this Item 2, the Company does not know of any trends or demands that affected, or are reasonably likely to affect, its capital resources or liquidity.

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on its financial condition.

 

Significant Accounting Policies/Recent Accounting Pronouncements

 

See Item 1- Note 2 to the financial statements included as part of this report for a description of the Company’s significant accounting policies and recent accounting pronouncements which have, or potentially may have, a material impact on its financial statements.

 

Critical Accounting Policies and Estimates

 

During the three months ended June 30, 2012 the Company did not change any of its critical accounting policies or estimates.

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

Item 4.

Controls and Procedures.

 

(a)

Disclosure Controls and Procedures

 

The Company’s management, under the supervision and with the participation of its chief executive officer and chief financial officer, Messrs. Jack Jie Qin and William E. Sluss, respectively, evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2012, the end of the period covered by this Report. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports, such as this Form 10-Q, that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, Messrs. Qin and William E. Sluss concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2012.

 

The Company’s disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of its disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

 

(b)

Changes in Internal Controls.

 

There was no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2012 that is reasonably likely to materially affect the Company’s internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

See Note 19 to the financial statements included as part of this Report.

 

Item 1A.

Risk Factors.

 

Not applicable.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3.

Defaults upon Senior Securities.

 

None.

 

Item 4.

Mine Safety Disclosures.

 

Not applicable.

 

Item 5.

Other Information.

 

None.

 

Item 6.

Exhibits.

 

Exhibits

 

Exhibit No.:	Description:
31.1	Rule 13a-14(a) Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Jack Qin.
31.2	Rule 13a-14(a) Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for William E. Sluss.
32.1	Section 1350 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Jack Qin.
32.2	Section 1350 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for William E. Sluss.
101	The following materials from the EFT Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on September 18, 2012 formatted in Extensible Business Reporting Language (XBRL):*

	(i)	Consolidated Balance Sheets (Unaudited),
	(ii)	Consolidated Statements of Income (Unaudited),
	(iii)	Consolidated Statements of Comprehensive Income (Unaudited),
	(iv)	Consolidated Statements of Changes in Equity (Unaudited),
	(v)	Consolidated Statements of Cash Flows (Unaudited), and
	(vi)	related notes

 

*

XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

SIGNATURES

 

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

 

		EFT HOLDINGS, INC.
		(Registrant)
Date: September 18, 2012	By:	/s/ Jack Jie Qin
		Jack Jie Qin
		Principal Executive Officer
	By:	/s/ William E. Sluss
		William E. Sluss
		Principal Financial Officer