Attached files
file | filename |
---|---|
S-1/A - TAXUS PHARMACEUTICALS, INC. - FORM S-1/A - Taxus Pharmaceuticals, Inc. | tx_s1z.htm |
EX-5.2 - EXHIBIT - Taxus Pharmaceuticals, Inc. | tx_ex5z2.htm |
EX-5.1 - EXHIBIT - Taxus Pharmaceuticals, Inc. | tx_ex5z1.htm |
EX-99.3 - EXHIBIT - Taxus Pharmaceuticals, Inc. | tx_ex99z3.htm |
EX-23.1 - EXHIBIT - Taxus Pharmaceuticals, Inc. | tx_ex23z1.htm |
EX-99.2 - EXHIBIT - Taxus Pharmaceuticals, Inc. | tx_ex99z2.htm |
STAND GIANT INTERNATIONAL LIMTED
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011 AND 2010
Stand Giant International Limited
Consolidated Financial Statements
December 31, 2011 and 2010
Table of Contents
Page
Report of Independent Registered Public Accounting Firm
1
Consolidated Balance Sheets
2
Consolidated Statements of Operations
3
Consolidated Statements of Comprehensive Income (Loss)
4
Consolidated Statements of Changes in Equity
5
Consolidated Statements of Cash Flows
6
Notes to Consolidated Financial Statements
7
Patrizio & Zhao, LLC
Certified Public Accountants and Consultants
322 Route 46 West
Parsippany, NJ 07054
Member of
Tel: (973) 882-8810
Fax: (973) 882-0788
Alliance of worldwide accounting firms
www.pzcpa.com
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Stand Giant International Limited
We have audited the accompanying consolidated balance sheets of Stand Giant International Limited (the Company) as of December 31, 2011 and 2010, and the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Stand Giant International Limited as of December 31, 2011 and 2010, and the consolidated results of their operations and their consolidated cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
As described in Note 17 to the consolidated financial statements, the December 31, 2011 and 2010 financial statements have been restated to correct certain misstatements.
Parsippany, New Jersey
June 22, 2012
(Except for Note 1, 2, 6, 7, 8, 11, 15 and 17
as to which the date is November 21, 2012)
1
Stand Giant International Limited
Consolidated Balance Sheets
2
Stand Giant International Limited
Consolidated Statements of Operations
| For the Years Ended December 31 | |
| 2011 | 2010 |
| (Restated) | (Restated) |
|
|
|
Sales | $ 95,910 | $ 68,103 |
|
|
|
Cost of sales | 72,793 | 55,283 |
|
|
|
Gross profit | 23,117 | 12,820 |
|
|
|
Operating expenses |
|
|
General and administrative expenses | 189,387 | 88,290 |
|
|
|
Loss from operations | (166,270) | (75,470) |
|
|
|
Other expenses: |
|
|
Interest expense | 111 | 467 |
Other miscellaneous expenses | 235 | 5,520 |
|
|
|
Total other expenses | 346 | 5,987 |
|
|
|
Loss before provision for income taxes | (166,616) | (81,457) |
|
|
|
Provision for income taxes | - | - |
|
|
|
Net loss | (166,616) | (81,457) |
|
|
|
Less: net loss attributable to noncontrolling interest | - | - |
|
|
|
Net loss attributable to Stand Giant International Limited | $ (166,616) | $ (81,457) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
Stand Giant International Limited
Consolidated Statements of Comprehensive Income (Loss)
| For the Years Ended December 31 | |
| 2011 | 2010 |
| (Restated) | (Restated) |
|
|
|
Net loss | $ (166,616) | $ (81,457) |
| ||
Other comprehensive income | ||
Foreign currency translation adjustment | 71,352 | 83,431 |
| ||
Total other comprehensive income | 71,352 | 83,431 |
| ||
Comprehensive income (loss) | (95,264) | 1,974 |
| ||
Less: comprehensive income attributable to the | ||
noncontrolling interest | - | - |
| ||
Comprehensive income (loss) attributable to Stand Giant International Limited | $ (95,264) | $ 1,974 |
4
Stand Giant International Limited
Consolidated Statements of Changes in Equity
|
|
|
| Accumulated |
|
|
|
|
| Additional |
| Other | Total | Noncon- |
|
| Common | Paid-in | Retained | Comprehensive | Stockholders | trolling | Total |
| stock | Capital | Deficit | Income | Equity | Interest | Equity |
| (Restated) | (Restated) | (Restated) | (Restated) | (Restated) | (Restated) | (Restated) |
|
|
|
|
|
|
|
|
Balance at January 1, 2010: | $ - | $1,851,545 | $ 64,006 | $ 377,832 | $ 2,293,383 | $ - | $2,293,383 |
|
|
|
|
|
|
|
|
Net loss | - | - | (81,457) | - | (81,457) | - | (81,457) |
Other comprehensive income: | - |
|
|
| - | - | - |
Foreign currency translation adjustment | - | - | - | 83,431 | 83,431 | - | 83,431 |
|
|
|
|
|
|
|
|
Comprehensive income | - | - | - | - | 1,974 | - | 1,974 |
|
|
|
|
|
|
|
|
Capital contribution from stockholders | - | 150,300 | - | - | 150,300 | - | 150,300 |
|
|
|
|
|
|
|
|
Balance at December 31, 2010: | $ - | $2,001,845 | $ (17,451) | $ 461,263 | $ 2,445,657 | $ - | $2,445,657 |
|
|
|
|
|
|
|
|
Net loss | - | - | (166,616) | - | (166,616) | - | (166,616) |
Other comprehensive income: |
|
|
|
|
|
|
|
Foreign currency translation adjustment | - | - | - | 71,352 | 71,352 | - | 71,352 |
|
|
|
|
|
|
|
|
Comprehensive income | - | - | - | - | (95,264) | - | (95,264) |
|
|
|
|
|
|
|
|
Acquisition of Kunyuan | 1,285 | (9,445) | - | - | (8,160) | 9,444 | 1,284 |
|
|
|
|
|
|
|
|
Balance at December 31, 2011: | $ 1,285 | $1,992,400 | $ (184,067) | $ 532,615 | $2,342,233 | $ 9,444 | $2,351,677 |
5
Stand Giant International Limited
Consolidated Statements of Cash Flows
| For the Years Ended December 31, | |
| 2011 | 2010 |
| (Restated) | (Restated) |
Cash flows from operating activities: |
|
|
Net loss | $ (166,616) | $ (81,457) |
Adjustments to reconcile net loss to net cash |
|
|
provided by (used in) operating activities: |
|
|
Depreciation and amortization | 25,051 | 11,077 |
Changes in current assets and current liabilities: |
|
|
Inventory | 25,625 | (6,086) |
Accounts payable | 4,915 | 2,884 |
Other current assets | (39,050) | 2,717 |
Other current liabilities | (129,963) | 100,144 |
Total adjustment | (113,422) | 110,736 |
|
|
|
Net cash provided by (used in) operating activities | (280,038) | 29,279 |
|
|
|
Cash flows from investing activities: |
|
|
Acquisition of property and equipment | (1,642,008) | (799,298) |
Acquisition of Kunyuan, net of cash | (703,762) | - |
Due from shareholder | 39,670 | (37,873) |
Deposits for business acquisition | (30,992) | (73,970) |
Net cash used in investing activities | (2,337,092) | (911,141) |
|
|
|
Cash flows from financing activities: |
|
|
Loan from unrelated party | 172,154 | - |
Principal payments on auto loan | (18,084) | - |
Principal payments on capital lease obligation | (33,112) | - |
Due to shareholder | 2,668,768 | 753,036 |
Additional paid-in capital | 1,285 | 147,940 |
Net cash provided by financing activities | 2,791,011 | 900,976 |
|
|
|
Effect of foreign currency translation | 457 | 486 |
|
|
|
Net increase in cash and cash equivalents | 174,338 | 19,600 |
|
|
|
Cash and cash equivalents beginning | 116,680 | 97,080 |
Cash and cash equivalents ending | $ 291,018 | $ 116,680 |
|
|
|
Supplemental disclosure of cash flow information: |
|
|
Cash paid for interest | $ 111 | $ 467 |
Cash paid for income tax | $ - | $ - |
|
|
|
Supplemental schedule of non-cash activities: |
|
|
Outstanding obligation for acquisition of Kunyuan | $ 779,130 | $ - |
6
Stand Giant International Limited
Notes to Consolidated Financial Statements
NOTE 1 ORGANIZATION AND NATURE OF BUSINESS
Stand Giant International Limited (Stand Giant) was incorporated on February 18, 2011 in the city of Hong Kong, the Peoples Republic of China (PRC), with registered 10,000 shares of common stock, par value of HK$1 per share, amounted $1,285 (HK$10,000). The accompanying consolidated financial statements include the financial statements of Stand Giant and its subsidiaries (collectively the Company). The Company is currently engaged in the business of selling pharmaceutical drugs, medicines and chemical reagents. Its immediate future primary business plan is to propagate yew, extract paclitaxel from yew, and sell paclitaxel extraction.
On May 13, 2011, Stand Giant contributed capital of $157,400 to form Hongshan Energy Technology Services (Taiyuan) Company, Ltd., a Wholly Foreign-Owned Enterprise (WFOE) in the city of Taiyuan, Shanxi Province, PRC.
On June 28, 2011, WFOE entered into a series of agreements, including an Exclusive Consulting Service Agreement, a Call Option Agreement, and a Share Pledge Agreement (collectively Hongshan Agreements) with Shanxi Hongshan Pharmaceuticals Co., Ltd. (Hongshan Pharmaceuticals), and its shareholders Jiayue Zhang and Tong Zhang. Hongshan Pharmaceuticals was incorporated on August 4, 2000 under the laws of the PRC. After the execution of the Hongshan Agreements, Hongshan Pharmaceuticals became the WFOEs Variable Interest Entities (VIE) as defined in FASB ASC 810 (formerly FIN-46R).
On the same day, WFOE entered into an Exclusive Consulting Service Agreement, a Call Option Agreement, and a Share Pledge Agreement (collectively Renji Agreements) with Jinzhong Renji Pharmaceuticals Co., Ltd. (Renji Pharmaceuticals), and its shareholders Jinying Zhang and Fuying Zhang. Renji Pharmaceuticals was incorporated on June 5, 2007 under the laws of the PRC. After the execution of the Renji Agreements, Renji Pharmaceuticals became WFOEs VIE as defined in FASB ASC 810 (formerly FIN-46R).
On December 27, 2011, Hongshan Pharmaceuticals acquired 94% equity interest in Shanxi Kunyuan Health Products Co., Ltd. (Kunyuan). As a result of the acquisition, Kunyuan became a majority owned subsidiary of Hongshan Pharmaceuticals. The purchase price of the business was $1,574,000. As of December 31, 2011, the Company has paid $794,870 and the outstanding obligation for acquisition was $779,130.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
As disclosed in Note 1, WFOE entered into an Exclusive Consulting Service Agreement, a Call Option Agreement and a Share Pledge Agreement (collectively Hongshan Agreements) with Shanxi Hongshan Pharmaceuticals Co., Ltd. (Hongshan Pharmaceuticals), and its shareholders Jiayue Zhang and Tong Zhang. Under FASB ASC 810-10 (formerly FIN 46R), Hongshan Pharmaceuticals is the variable interest entity, or VIE, of WFOE by virtue of Hongshan Agreements. As Hongshan Pharmaceuticals sole purpose and objective is to provide resources and consulting service to WFOE, WFOE is the primary beneficiary that can consolidate Hongshan Pharmaceuticals. Therefore, Hongshan Pharmaceuticals and its controlled subsidiary, Kunyuan, are consolidated into the Companys financial statements.
Besides, WFOE entered into an Exclusive Consulting Service Agreement, a Call Option Agreement, and a Share Pledge Agreement (collectively Renji Agreements) with Jinzhong Renji Pharmaceuticals Co., Ltd. (Renji Pharmaceuticals), and its shareholders Jinying Zhang and Fuying Zhang. Under FASB ASC 810-10 (formerly FIN 46R), Renji Pharmaceuticals is the variable interest entity, or VIE, of WFOE by virtue of Renji Agreements. As Renji Pharmaceuticals sole purpose and objective is to provide resources and consulting service to WFOE, WFOE is the primary beneficiary that can consolidate Renji Pharmaceuticals. Therefore, Renji Pharmaceuticals is consolidated into the Companys financial statements. All inter-company transactions and balances have been eliminated in consolidation
7
Stand Giant International Limited
Notes to Consolidated Financial Statements
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
BASIS OF PRESENTATION (CONTINUED)
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United Stated of America (US GAAP). All significant intercompany balances and transactions have been eliminated in consolidation.
In preparing the accompanying consolidated financial statements, the Company evaluated the period from December 31, 2011 through the date the financial statements were issued for material subsequent events requiring recognition or disclosure. Events identified for this period are described in Note 16.
USE OF ESTIMATES
The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include intangible assets, useful lives, and income taxes. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
In accordance with FASB ASC Topic 230, "Statement of Cash Flows", the Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents.
INVENTORY
Inventory is stated at the lower of cost or market. Cost is determined using the weighted-average cost method. Provisions are made for excess, slow moving and obsolete inventory as well as inventory whose carrying value is in excess of net realizable values, if any. Management continually evaluates the recoverability based on assumptions about customer demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory reserves or write-downs may be required that could negatively impact our gross margin and operating results. As of December 31, 2011 and 2010, no provisions were deemed necessary as no obsolete and slow-moving inventories were observed.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is calculated based on the straight-line method over the estimated useful lives of the assets as follows:
|
| Estimated Useful Life |
Electronic equipment |
| 5 years |
Vehicles |
| 10 years |
Machinery and equipment |
| 10 years |
Buildings and improvements |
| 10 to 20 years |
|
|
|
Construction in progress primarily represents the construction costs of buildings, machinery and equipment. Costs incurred are capitalized and transferred to property and equipment upon completion, at which time depreciation commences.
Cost of repairs and maintenance is expensed as incurred. Gain or loss on disposal of property and equipment, if any, is recognized in the statements of operations and comprehensive income.
INTANGIBLE ASSETS
Intangible assets are stated at cost. Intangible assets with finite life are amortized over their estimated useful lives using the straight-line method. Intangible assets with infinite life are not subject to amortization and are tested for impairment at least annually to determine possible impairment loss. Land use rights are amortized on a straight-line basis over their contractual terms of 50 years. Amortization is included in general and administrative expenses.
8
Stand Giant International Limited
Notes to Consolidated Financial Statements
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION
Revenue is recognized in accordance with SAB No. 104, Revenue Recognition (codified under ASC 605 Revenue Recognition). It provides that revenue be recognized when products are shipped, title and risk of loss is passed to the customers and collection is reasonably assured. Payments received prior to the satisfaction of above criteria are deferred.
INCOME TAXES
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
VALUE ADDED TAXES
Under the Provisional Regulations of the PRCs Value Added Tax (VAT) law, the Company is responsible for collecting VAT on sales of products and paying VAT on purchases of raw materials. Sales and cost of sales are reported net of VAT. At the end of each month, a net amount in favor of sales VAT will be remitted to the central government while a net amount in favor of purchase VAT will be carried forward to offset future sales VAT.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company adopted the provisions of Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date;
Level 2- Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data;
Level 3- Inputs are unobservable inputs which reflect the reporting entitys own assumptions of what the market participants would use in pricing the asset or liability based on the best available information.
The carrying amounts reported in the balance sheets for cash, other receivables, account payable, other payables and accrued expenses approximate their fair market value based on the short-term maturity of these instruments. The carrying value of the long-term debt approximates fair value based on market rates and terms currently available to the Company. The Company did not identify any other assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with ASC 820.
FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS
The financial position and results of operations of the Company are determined using local currency (Chinese Yuan) as the functional currency. Assets and liabilities are translated at the prevailing exchange rate in effect at each year end. Contributed capital accounts are translated using the historical rate of exchange when capital is contributed. Income statement accounts are translated at the average rate of exchange during the year. Currency translation adjustments arising from the use of different exchange rates are included in accumulated other comprehensive income in shareholders' equity. Gains and losses resulting from foreign currency transactions are included in the consolidated statements of operations.
The exchange rates used to translate amounts in RMB into US Dollars for the purposes of preparing the consolidated financial statements were as follows:
9
Stand Giant International Limited
Notes to Consolidated Financial Statements
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS (CONTINUED)
| December 31, 2011 | December 31, 2010 |
Balance sheet items, except for stockholders |
|
|
equity items | RMB 1: US$0.15740 | RMB 1: US$0.15170 |
|
|
|
Amounts included in the statements of operations |
|
|
and comprehensive income, and statements of |
|
|
cash flows | RMB 1: US$0.15496 | RMB 1: US$0.14794 |
|
|
|
Stockholders equity items | Historical rate | Historical rate |
COMPREHENSIVE INCOME
The Company has adopted FASB ASC Topic 220, Reporting Comprehensive Income, which establishes rules for the reporting and display of comprehensive income, its components and accumulated balances. ASC 220 defines comprehensive income to include all changes in equity, including adjustments to minimum pension liabilities, accumulated foreign currency translation, and unrealized gains or losses on available-for-sale securities, except those resulting from investments by owners and distributions to owners.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-12, Comprehensive Income (Topic 220) (ASU 2011-12). ASU 2011-12 allows deferral of the effective date for amendments to the presentation of reclassifications of items out of accumulated other comprehensive income in ASU No. 2011-05. This update is effective at the same time as the amendments in ASU No. 2011-05. The adoption of this ASU will not have a material impact on the Companys financial statements.
In December 2011, FASB issued ASU No. 2011-11, Balance Sheet (Topic 210) (ASU 2011-11). ASU 2011-11 provides enhanced disclosures that will enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on an entitys financial position. The objective of this update is to facilitate comparison of entities that prepare their financial statements on the basis of U.S. generally accepted accounting principles (GAAP) with those preparing their financial statements on the basis of International Financial Reporting Standards (IFRS). ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU will not have a material impact on the Companys financial statements.
In June 2011, FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220) (ASU 2011-05). ASU 2011-05 provides guidance on presentation of comprehensive income with an objective to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. To increase the prominence of items reported in other comprehensive income and to facilitate convergence of GAAP and IFRS, FASB decided to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders equity, among other amendments in ASU 2011-05. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this ASU will not have a material impact on the Companys financial statements.
In May 2011, FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820) (ASU 2011-04). ASU 2011-04 provides amendments to achieve common fair value measurement and disclosure requirements in GAAP and IFRS. The amendments are effective for public entities for interim and annual periods beginning after December 15, 2011, and should be applied prospectively. Early adoption is not permitted for public entities. The adoption of this ASU will not have a material impact on the Companys financial statements.
NOTE 3 INVENTORY
Inventory consists of medicines and chemical reagents held for sale by Renji Pharmaceuticals. Total inventory as of December 31, 2011 and 2010 was $43,883 and $ 67,380, respectively.
10
Stand Giant International Limited
Notes to Consolidated Financial Statements
NOTE 4 OTHER CURRENT ASSETS
Other current assets as of December 31, 2011 and 2010 consist of the following:
|
| December 31, 2011 |
| December 31, 2010 |
|
|
|
|
|
Advance payments to building contractor |
| $ 36,045 |
| $ - |
Miscellaneous receivables |
| 6,085 |
| - |
Total |
| $ 42,130 |
| $ - |
NOTE 5 PROPERTY AND EQUIPMENT
Property and equipment as of December 31, 2011 and 2010 consist of the following:
| December 31, 2011 |
| December 31, 2010 |
|
|
|
|
Electronic equipment | $ 16,295 |
| $ 12,162 |
Vehicles | 134,829 |
| 40,535 |
Machinery and equipment | 156,850 |
| 29,581 |
Buildings and improvements | 611,638 |
| - |
Subtotal | 919,612 |
| 82,278 |
Less: accumulated depreciation | 34,952 |
| 13,353 |
| 884,660 |
| 68,925 |
Add: construction in progress | 4,652,945 |
| 2,992,553 |
Total | $ 5,537,605 |
| $ 3,061,478 |
|
|
|
|
Depreciation expense for the years ended December 31, 2011 and 2010 was $20,770 and $11,077, respectively.
NOTE 6 INTANGIBLE ASSETS
Intangible assets as of December 31, 2011 and 2010 consist of the following:
| December 31, 2011 |
| December 31, 2010 |
|
|
|
|
Land use rights | $ 255,364 |
| $ - |
Less: accumulated amortization | 4,281 |
| - |
Total | $ 251,083 |
| $ - |
Intangible assets are stated at cost. Intangible assets with finite life are amortized over their estimated useful life using straight-line method. Amortization expense for the year ended December 31, 2011 and 2010 was $4,281 and $ -0-, respectively.
NOTE 7 GOODWILL
On December 27, 2011, the Company completed its acquisition of 94% equity interest in Kunyuan for a consideration of $1.57 million. Goodwill of $774,779, which was equal to the excess of cost over the fair value of acquired assets, was recorded in conjunction with the acquisition. Goodwill is accounted for in accordance with ASC 350 (formerly SFAS 142 Goodwill and Other Intangible Assets). Under ASC 350, goodwill is not amortized and is subject to impairment test, at least annually.
11
Stand Giant International Limited
Notes to Consolidated Financial Statements
NOTE 8 DEPOSITS FOR BUSINESS ACQUISITION
Deposits for business acquisition consisted of the following:
| December 31, | December 31, |
| 2011 | 2010 |
|
|
|
Deposit made in connection with acquisition of Kunyuan | $ - | $ 75,850 |
|
|
|
Deposit made in connection with acquisition of Tianjin Xingao | 31,480 | - |
Medical Instruments Ltd (Xingao) |
|
|
|
|
|
Total | $ 31,480 | $ 75,850 |
On December 16, 2010, as disclosed in Note 1, Hongshan Pharmaceuticals paid $75,850 (RMB 500,000) to Kunyuan as a deposit to acquire Kunyuans 94% equity interest. Kunyuan acquisition was completed on December 27, 2011. On December 16, 2011, Hongshan Pharmaceuticals entered into a letter of intent to acquire 100% equity interest in Xingao, with a deposit of $31,480 (RMB 200,000).
NOTE 9 LOAN FROM UNRELATED PARTY
The loan is based on good-faith, and is non-interest bearing and payable on demand. There are no financial or non-financial covenants associated with the loan. The proceeds from the loan are utilized for working capital. As of December 31, 2011 and 2010, the Company had outstanding loans from unrelated party of $172,463 and $-0-, respectively.
NOTE 10 OTHER CURRENT LIABILITIES
As of December 31, 2011 and 2010, the Company received $19,653 and $139,434 as security deposits from construction contractors, respectively. The security deposits will be paid back to the contractors after the construction projects are completed.
NOTE 11 DUE TO SHAREHOLDER
The Companys shareholder, Mr. Jiayue Zhang, made certain interest-free advances to the Company for working capital purposes. As of December 31, 2011 and 2010 the balance due to shareholder was $3,525,723 and $772,175, respectively. Mr. Zhang has agreed that no demand for payment will occur until December 31, 2013 and to continue providing necessary funds to the Company whenever needed.
NOTE 12 CAPITAL LEASE OBLIGATION FUTURE MINIMUM LEASE PAYMENTS
The Company leased a machine under lease agreement that is classified as capital lease obligation. The cost of machine under capital lease obligation included in the property and equipment was $74,853 and $-0- as of December 31, 2011 and 2010, respectively. Accumulated amortization of the leased machinery as of December 31, 2011 and 2010 was $4,578 and $-0-, respectively. Depreciation of asset under capital lease was included in depreciation expense.
The future minimum lease payments required under the capital leases and the present values of the net minimum lease payments as of December 31, 2011 were as follows:
Year Ending December 31, |
| Amount |
2012 |
| $ 27,372 |
2013 |
| 13,846 |
Total minimum lease payments |
| 41,218 |
Less: Current portion of capital |
| 27,372 |
lease obligation |
|
|
Long-term capital lease obligation |
| $ 13,846 |
12
Stand Giant International Limited
Notes to Consolidated Financial Statements
NOTE 13 AUTO LOAN
The Company entered into a series of 36-month car purchase agreements with various dealers. The cost included in the property and equipment was $76,372 and $-0- as of December 31, 2011 and 2010, respectively. Accumulated depreciation of these cars as of December 31, 2011 and 2010 was $3,796 and $-0-, respectively.
The future minimum lease payments required under the capital leases and the present values of the net minimum lease payments as of December 31, 2011 were as follows:
Year Ending December 31, |
| Amount |
2012 |
| $ 22,174 |
2013 |
| 22,174 |
2014 |
| 13,656 |
Total minimum lease payments |
| 58,004 |
Less: Current portion of auto loan |
| 22,174 |
Long-term auto loan |
| $ 35,830 |
NOTE 14 COMMITMENTS AND CONTINGENCIES
The Company has leased four pieces of land from the local villages, Yuci city of Shanxi province, PRC. Three of which were leased for 65 years effective September 1, 2009; whereas one was leased for 70 years effective September 09, 2010. The leased land is mountainous and used to plant and grow yew. The total area of land under these four leases is 2,252 acres (13,672 Mu). Annual lease payments are approximately $25,762 (RMB163,672) beginning December 31, 2009 through December 31, 2013, and thereafter will decrease to approximately $2,152 (RMB13,672) through the end of the lease term. Lease payments for the years ended December 31, 2011 and 2010 were included in construction in progress.
NOTE 15 INCOME TAX
Stand Giant was incorporated in Hong Kong, PRC. It is exempt from taxes on income or capital gains under the tax laws thereof.
The Companys Chinese subsidiaries and VIEs are governed by PRCs Income Tax Law and are subject to statutory income tax rate of 25%. There is no provision for income taxes as these operating subsidiaries have incurred operating losses as of December 31, 2011.
FASB ASC 740 (formerly Fin 48), Accounting for Uncertainty in Income Taxes, clarifies the accounting for income taxes by prescribing a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined in ASC 740 as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company has evaluated its tax position and has not identified any such tax uncertainties, and therefore did not accrue for any such tax liability nor did it recognize any such benefit for the year ended December 31, 2011.
NOTE 16 SUBSEQUENT EVENTS
On March 28, 2012, the Company entered into a share exchange agreement with Taxus Pharmaceuticals, Inc. (Taxus) which was incorporated in the state of Delaware on February 17, 2012. Pursuant to the share exchange agreement, Taxus issued an agreement of 13,244,500 shares in exchange for all of the companys issued and outstanding shares. As a result of the share exchange transaction, the Company became a wholly owned subsidiary of Taxus.
13
Stand Giant International Limited
Notes to Consolidated Financial Statements
NOTE 17 RESTATEMENT TO REFLECT CORRECTION OF ACCOUNTING ERRORS
In November 2012, management became aware that the patent of Kuyuan 919 Oral Solution had expired prior to the acquisition of Kunyuan. Accordingly, financial statements have been restated for the periods that are affected. The effect of restatement for year 2011 is as follows:
Consolidated Balance Sheets
|
|
|
|
| December 31, 2011 | December 31, 2011 | Effect of |
| Restated | Originally | Changes |
Assets |
|
|
|
Current assets: |
|
|
|
Cash and cash equivalents | $ 291,018 | $ 291,018 | $ - |
Inventory | 43,883 | 43,883 | - |
Due from shareholder | - | - | - |
Other current assets | 42,130 | 42,130 | - |
Total current assets | 377,031 | 377,031 | - |
|
|
|
|
Property and equipment, net | 5,537,605 | 5,537,605 | - |
|
|
|
|
Other assets: |
|
|
|
Intangible assets | 251,083 | 691,803 | (440,720) |
Goodwill | 774,779 | 334,059 | 440,720 |
Deposits for business acquisition | 31,480 | 31,480 | - |
Total other assets | 1,057,342 | 1,057,342 | - |
|
|
|
|
Total assets | $6,971,978 | $6,971,978 | $ - |
|
|
|
|
Liabilities |
|
|
|
Current liabilities: |
|
|
|
Accounts payable | $ 24,110 | $ 24,110 | $ - |
Current portion of long-term auto loan | 22,174 | 22,174 | - |
Current portion of capital lease obligation | 27,372 | 27,372 | - |
Outstanding obligation for acquisition of Kunyuan | 779,130 | 779,130 | - |
Loan from unrelated party | 172,463 | 172,463 | - |
Other current liabilities | 19,653 | 19,653 | - |
Total current liabilities | 1,044,902 | 1,044,902 | - |
|
|
|
|
Long-term liabilities: |
|
|
|
Long-term auto loan, less current portion | 35,830 | 35,830 | - |
Capital lease obligation, less current portion | 13,846 | 13,846 | - |
Due to shareholder | 3,525,723 | 3,525,723 | - |
Total long-term liabilities | 3,575,399 | 3,575,399 | - |
|
|
|
|
Total liabilities | 4,620,301 | 4,620,301 | - |
14
Stand Giant International Limited
Notes to Consolidated Financial Statements
NOTE 17 RESTATEMENT TO REFLECT CORRECTION OF ACCOUNTING ERRORS (CONTINUED)
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
Equity |
|
|
|
Stockholders equity: |
|
|
|
Common stock | 1,285 | 1,285 |
|
Additional paid-in capital | 1,992,400 | 1,992,400 | - |
Retained deficit | (184,067) | (184,067) | - |
Accumulated other comprehensive income | 532,615 | 532,615 | - |
Total stockholders equity | 2,342,233 | 2,342,233 | - |
|
|
|
|
Noncontrolling interest | 9,444 | 9,444 | - |
|
|
|
|
Total equity | 2,351,677 | 2,351,677 | - |
|
|
|
|
Total liabilities and equity | $6,971,978 | $6,971,978 | $ - |
15