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EX-31.1 - CERTIFICATION - FLURIDA GROUP INCflug_ex311.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2013
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
For the transition period from _______ to _______

Commission file number 333-151200

FLURIDA GROUP, INC.
((Exact name of registrant as specified in its charter)

Nevada
 
3469
 
26-0688130
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
 Classification Code Number)
 
IRS I.D.

22 West Washington St, Suit 1500
Chicago, IL
 
60602
(Address of principal executive offices)
 
(Zip Code)

Issuer’s telephone number: 630-778-6991
 
N/A
(Former name, former address and former three months, if changed since last report)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 o

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 o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller Reporting Company
x

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

As of May 1, 2013 there were 39,290,827 shares issued and outstanding of the registrant’s common stock.
 


 
 

 
 
TABLE OF CONTENTS
 
PART I — FINANCIAL INFORMATION
     
         
Item 1.
Financial Statements
    3  
Item 2.
Management’s Discussion and Analysis or Plan of Operation.
    25  
Item 3.
Quantitative and Qualitative Disclosure about Market Risk
    32  
Item 4.
Controls and Procedures.
    32  
           
PART II — OTHER INFORMATION
       
           
Item 1.
Legal Proceedings.
    33  
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
    33  
Item 3.
Defaults Upon Senior Securities
    33  
Item 4.
Mine Safety Dislcosures.
    33  
Item 5.
Other Information.
    33  
Item 6.
Exhibits.
    34  
 
 
2

 
 
PART I — FINANCIAL INFORMATION
 
Item 1.
Financial Statements
 

FLURIDA GROUP, INC.


 


Financial Statements
(Unaudited)

As of March 31, 2013 and 2012

 
 
 
3

 

Table of Contents
 
Consolidated Balance Sheets
    5  
         
Consolidated Statement of Operation
    6  
         
Consolidated Shareholders Equity
    7  
         
Consolidated Statement of Cash Flows
    8  
         
Notes to Unaudited Consolidated Financial Statements
    9  
 
 
4

 
 
FLURIDA GROUP, INC.
           
CONSOLIDATED BALANCE SHEETS
           
   
March 31
   
December 31
 
   
2013
   
2012
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 1,043,882     $ 194,265  
Accounts receivable, net
    1,878,210       1,558,282  
Inventory
    2,392,025       2,278,467  
Total Current Assets
  $ 5,314,117     $ 4,031,014  
                 
Property, plant and equipment, net
  $ 91,707     $ 88,276  
                 
Other assets:
               
Loan to supplier
  $ 101,185     $ 101,185  
Accrued interest receivable
    1,343       -  
Security deposit
    6,264       6,264  
Total Other Assets
  $ 108,792     $ 107,449  
                 
TOTAL ASSETS
  $ 5,514,616     $ 4,226,739  
LIABILITIES & EQUITY
               
Current liabilities:
               
Account payable
  $ 3,581,288     $ 2,168,172  
Income taxes payable
    -       -  
Unearned revenue
    68,821       224,976  
Total current liabilities
  $ 3,650,109     $ 2,393,148  
                 
Stockholders' Equity:
               
Common stock, $0.001 par value;
               
200,000,000 shares authorized;
               
39,290,827 shares issued and outstanding.
  $ 39,291     $ 39,291  
                 
Paid-in capital
    1,251,313       1,251,313  
                 
Retained earnings
    588,860       543,164  
                 
Accumulated other comprehensive Income (loss)
    (14,957 )     (177 )
                 
Total stockholders' equity
  $ 1,864,507     $ 1,833,591  
                 
TOTAL LIABILITIES & EQUITY
  $ 5,514,616     $ 4,226,739  

 
5

 
 
FLURIDA GROUP, INC.
           
CONSOLIDATED STATEMENT OF OPERATION
           
   
Three Months Ended
 
   
March 31, 2013
   
March 31, 2012
 
   
Unaudited
   
Unaudited
 
             
Revenues:
  $ 4,763,507     $ 3,342,405  
Cost of Goods Sold
  $ 4,395,204     $ 2,980,597  
Gross Profit
  $ 368,303     $ 361,808  
Operating expenses:
               
Research and development
    4,930       7,488  
                 
Selling, general and administrative expenses
    282,688       288,347  
                 
Depreciation and amortization expenses
    6,182       4,911  
Total Operating Expenses
  $ 293,800     $ 300,746  
                 
Operating Income
  $ 74,503     $ 61,062  
                 
Investment income, net
  $ 1,371     $ 2,959  
Interest expense, net
    3,378       2,222  
Income before taxes
  $ 72,496     $ 61,799  
Income tax expense
    26,800       28,000  
Net income
  $ 45,696     $ 33,799  
                 
Net Income per common share-Basics
  $ 0.00     $ 0.00  
Net Income per common share-Diluted
  $ 0.00     $ 0.00  
                 
Other comprehensive Income(Loss), net of tax:
               
Foreign currency translation adjustments
    (14,780 )     (1,690 )
Total other comprehensive Income(Loss)
  $ (14,780 )   $ (1,690 )
Comprehensive Income (Loss)
  $ 30,916     $ 32,109  

 
6

 
 
FLURIDA GROUP, INC.
                                   
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
             
FOR THE PERIOD ENDED MARCH 31, 2013
                               
                                     
               
Additional
         
Accumulated Other
   
Total
 
   
Common Stock
   
Paid-in
   
Retained
   
Comprehensive
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Earnings
   
Income (Loss)
   
Equity
 
                                         
Balance, December 31, 2006
                    $ (1,500 )         $ (1,500 )
                                         
Balance, December 31, 2007
    27,291,760     $ 27,292     $ 63,406     $ (20,619 )   $ (126 )   $ 69,953  
                                                 
Balance, December 31, 2008
    38,990,827     $ 38,991     $ 1,221,613     $ (214,698 )   $ 29,471     $ 1,075,377  
                                                 
Balance, December 31, 2009
    38,990,827     $ 38,991     $ 1,221,613     $ (23,633 )   $ 48,979     $ 1,285,950  
                                                 
Adjustment for Exchange rate changes
                                  $ (43,456 )   $ (43,456 )
                                                 
Net Income for the year ended December 31, 2010
                          $ 211,205             $ 211,205  
                                                 
Balance, December 31, 2010
    38,990,827     $ 38,991     $ 1,221,613     $ 187,572     $ 5,523     $ 1,453,699  
                                                 
Adjustment for Exchange rate changes
                                  $ 5,542     $ 5,542  
                                                 
Net Income for the year ended December 31, 2011
                          $ 200,501             $ 200,501  
                                                 
Balance, December 31, 2011
    38,990,827     $ 38,991     $ 1,221,613     $ 388,073     $ 11,065     $ 1,659,742  
                                                 
Issurance of common stocks to Williams @ 0.10
                                               
  per share on November 1, 2012
    300,000     $ 300     $ 29,700                     $ 30,000  
                                                 
Adjustment for Exchange rate changes
                                  $ (11,242 )   $ (11,242 )
                                                 
Net Income for the year ended December 31, 2012
                          $ 155,091             $ 155,091  
                                                 
Balance, December 31, 2012
    39,290,827     $ 39,291     $ 1,251,313     $ 543,164     $ (177 )   $ 1,833,591  
                                                 
Adjustment for Exchange rate changes
                                  $ (14,780 )   $ (14,780 )
                                                 
Net Income for the year ended March 31, 2013
                          $ 45,696             $ 45,696  
                                                 
Balance, March 31, 2013
    39,290,827     $ 39,291     $ 1,251,313     $ 588,860     $ (14,957 )   $ 1,864,507  

 
7

 
 
FLURIDA GROUP, INC.
           
CONSOLIDATED STATEMENT OF CASH FLOWS
           
   
Three Months Ended
 
   
March 31, 2013
   
March 31, 2012
 
Operating Activities:
 
Unaudited
   
Unaudited
 
                 
Net Income
  $ 45,696     $ 33,799  
Adjustments to reconcile net income to net cash
               
provided by operating activities:
               
Depreciation expense
    6,182       4,911  
Inventory
    (113,558 )     (169,544 )
Account receivable
    (319,927 )     (296,952 )
Accrued interest receivable
    (1,343 )     (2,807 )
Unearned revenue
    (156,155 )     138,081  
Increase in income tax payable
    -       -  
Increase in account payable
    1,413,116       941,358  
Net cash provided by operating activities
  $ 874,011     $ 648,846  
Investing Activities:
               
Purchase Property
    (9,614 )     (7,518 )
Net cash provided by investing activities
  $ (9,614 )   $ (7,518 )
Financing Activities:
               
Proceeds from issuance of common stock
    -       -  
Proceeds from loan from shareholders
    -       -  
Net cash provided by financing activities
  $ -     $ -  
Effect of  Exchange Rate on Cash
  $ (14,780 )   $ (1,690 )
Net increase (decrease) in cash and cash equivalents
  $ 849,617     $ 639,638  
Cash and cash equivalents at beginning of the period
  $ 194,265     $ 741,230  
Cash and cash equivalents at end of the period
  $ 1,043,882     $ 1,380,868  

 
8

 

FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – BUSINESS DESCRIPTION

Flurida Group, Inc. (the “Company”), incorporated under the laws of Nevada on December 19, 2006, with registered address at 502 East John Street, Carson City, NV 89706.  Flurida Group, Inc. operates its business in USA as Flurida Group USA, Inc., the Company’s wholly owned branch located in the State of Illinois and has principle office at 22 West Washington ST, Suite 1500, Chicago, IL 60602.
 
Flurida Group leased a warehouse at 24412 S Main Street, Carson, CA 90745.

Flurida Group Inc closed its subsidiary Flurida Group European S.R.L (“Flurida European”) in July 2011.

The company closed its Flurida Qingdao China office in July, 2009.

The Company’s main business includes sourcing, distribution and marketing of appliance parts in Asia, Europe, North and South America. In additionally, the Company also sell stoves, thermostat and other electronic components.

These parts are manufactured in China by Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co., Ltd. (“Zhong Nan Fu Rui”) and Chuzhou Fuda Mechanical & Electronics Co., Ltd (“ChuZhou Fuda”). Zhong Nan Fu Rui was established in 2005 specializing in home appliance components and subassemblies manufacturing, and located in Qingdao City, Shandong Province, China.  ChuZhou Fuda was an appliance components and sub-assemblies manufacturer established on March 18, 2008 and located in Chuzhou City, Anhui Province, China. On September 18, 2007, Flurida Group, Inc. signed a long-term distribution agreement with Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co., Ltd. hong Nan Fu Rui is a Chinese manufacturing company owned 100% by Mr. Jianfeng Ding, the founder of the Company.

NOTE B – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and disclosures.  Accordingly, actual results could differ from those estimates.
 
 
9

 

FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
Basis of accounting

The financial statements reflect the assets, revenues and expenditures of the Company on the accrued basis of accounting.

Cash and Cash Equivalents

The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Foreign Currency Translation

The Company has determined the United States dollars to be its functional currency for Flurida Group USA and European Euro to be its functional currency in European business.  Assets and liabilities were translated to U.S. dollars at the period-end exchange rate.  Statement of operations amounts were translated to U.S. dollars using the first date of each month during the year.  Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive income (loss), a separate component of shareholders’ equity.

Property, Plant, and Equipment Depreciation

Property, plant, and equipment are stated at cost.  Depreciation is being provided principally by straight line methods over the estimated useful lives of the assets. Expenditures for maintenance and repairs, which do not improve or extend the expected useful lives of the assets, are expensed to operations while major repairs are capitalized.

The equipments were recorded as fixed asset to depreciate over 7 years and the electronic data processing equipments and furniture were recorded as fixed asset to depreciate over 5 years with straight line method.

For the period of January to March 31, 2013, the Company purchased $ 5,171 Furniture and equipments, and $ 4,443 Computer and data process equipments.

As of March 31, 2013, the company has furniture, Computer and data processing equipments, and equipments at a purchase cost of $ 135,201, and $ 43,494 of accumulated depreciation expense was recorded.
 
 
10

 

FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentration of credit risk

The Company maintains its cash in bank accounts which, at times, may exceed the federally insured limits.  The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.

Security Deposit

The Company started having an office in California State from September 2010, which is located at 24412 S Main ST, STE 105, Carson CA 90745.  Flurida Group USA Inc made $ 6,264 security deposit for leasing the property.

Account Receivable

As of March 31, 2013, the company had a total of $ 1,878,210 account receivable from it major customers. Detail showed as below.
 
   
3/31/2013
 
Chuzhou FuDa
  $ 273,326  
DEL VISIONARIES
  $ 50  
Electrolux- Australia
  $ 278,725  
Electrolux-Anderson-US
  $ 25,466  
Electrolux-Mexico
  $ 28,310  
Electrolux-Major Appliance
  $ 210,154  
Eelectrolux Do Brasil
  $ 95,878  
Electrolux - Sweden
  $ 5,305  
Electrolux Italy
  $ 213,820  
Electrolux Hungary
  $ 403,339  
Electrolux ST.Cloud
  $ 91,174  
Exact Replacement Parts
  $ 35,624  
Qingdao Fubida
  $ 169,325  
Stanco Metal Products Inc
  $ 36,357  
The Paradigm Project
  $ 11,356  
TOTAL AR
  $ 1,878,210  

Accrued Interest Receivable

In January 1, 2013, the company entered a new loan agreement of $101,185 with its main supplier Zhong Nan Fu Rui Mechanical electronics Co., Ltd at interest rate of 5.00%, term January 1, 2013 to December 31, 2013.  As of March 31, 2013, total of $ 1,343 accrued interest receivable with interest rate at 5.00% was incurred.
 
 
11

 

FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Account Payable

The Company incurred accounts payable including professional fees, purchases, payroll and payroll tax liability, and other service fee payables.

As of March 31, 2013, the company had a total of $ 3,581,288 account payable, which was included $ 175,299 for Zhong Nan Fu Rui, $ 3,010,017 for Chu Zhou Fu Da, and $ 303,687 for US suppliers, $ 58,754 for salary and payroll tax payable, and $ 33,531 for all other account payable.

Basics and Diluted Net Loss Per Common Share
 
Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted earnings per share assume that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by us with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive.

The Company only issued one type of shares, i.e., common shares only.  There are no other types securities were issued.  Accordingly, the diluted and basics net loss per common share are the same.

Income Tax Payable

For the period of January 1 to March 31, 2013 and 2012, the Company incurred income tax expense of $ 26,800 and $ 28,000 respectively.  As of March 31, 2013, the income taxes payable of the Company was $ 0.
 
 
12

 

FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Inventory

The inventory was valued at cost of purchase from suppliers.

On June, 2008, Flurida Group, Inc signed consigned inventory agreements with Electrolux Home Products De Mexico, S.A. DEC.V., and Electrolux Home Products at Anderson, South Carolina (Electrolux), under the term of the agreements, the supplier, Flurida Group, Inc, agreed to produce, to maintain the transit the customized products per Electrolux’s specification. Electrolux maintain a storage location within Electrolux’s Juarez site for consigned inventory. And Flurida Group, Inc is facilitated to use of Electrolux’s storage location at such site to the sale of products to Electrolux; Electrolux will provide labor resources for receipt, stock up, and pulls of consigned products. Flurida Group, Inc., retains title and ownership of products while in transit to Electrolux’s site and while stored in the consigned inventory location. Title and ownership will pass to Electrolux when they withdraw products from the consigned inventory location. Upon withdrawal, Electrolux will pay for it under the payment term stated in the purchasing order correspond with the withdraw products. Products residing in the consigned inventory for 90 days with no activity due to non communicated demand change will no longer qualify for consignment, and will be considered as withdrawn product after 90 days. Accordingly, title passage and invoicing shall occur on such product per the term.
 
As of March 31, 2013, there were 17,325 icemakers and 81,648 pieces motor in Electrolux Juarez warehouse as of consignment inventory. Also, there were 271,296 pieces motors, and 20,160 icemakers in Electrolux Anderson warehouse as of consignment inventory.

The company also had 10,080 Icemakers and 30,240 motors been shipped out at FOB shipping point Nanjing, China to Electrolux Juarez warehouse. The company also had 311,904 pieces Motor and 10,080 icemakers been shipped out at FOB shipping point Nanjing, China to Electrolux Anderson warehouse. Those purchases haven’t considered as a sale or a consignment inventory at the period ended March 31, 2013. However, it’s the in transit inventories of Flurida Group, Inc.

As a result, as of March 31, 2013, the company had total inventory at a value $ 2,392,025.
 
 
13

 

FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenues Recognition

Revenues include sales of appliance parts in Asia, Europe, and North America.
 
Revenues are recognized from product sales upon shipment, which is the point in time when risk of loss is transferred to the customer, net of estimated returns and allowances.
 
For the fiscal quarter ended March 31, 2013, the Company had total net revenue of $ 4,763.507.

For the period January 1 to March 31, 2013, the Company sold icemakers and motors to, Electrolux USA, located at Charlotte NC for sales of $ 2,559,327. The icemakers and motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd; all the icemakers and motors were shipped out at FOB shipping point Nanjing, China.

The company also sold motors, to Stanco Metal Products for $ 72,714; the motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd; all the motors were shipped out at FOB shipping point Nanjing, China.

For the fiscal quarter ended March 31, 2013, the Company sold components and appliance parts to Electrolux –Australia for $ 278,725. The components were manufactured and supplied by Chu Zhou Fu Da Mechanical and Electronics; all the icemakers and components were shipped out at FOB shipping point Nanjing, China.

The Company sold DAC Boxes, Deflector, push buttons, Magnets, Motors and other related parts to Electrolux –Italy for total $ 156,456. The DAC Boxes, Magnets, Motors and other related parts were manufactured and supplied by Zhong Nan Fu Rui and Chu Zhou Fuda; all the DAC Boxes magnets, and motors were shipped out at FOB shipping point, Qingdao and Nanjing, China.

The Company also sold DAC Boxes, Magnets, Motors, and other related parts to Electrolux – Hungry for total $403,339. The DAC Boxes, magnets and Motors were manufactured and supplied by Zhong Nan Fu Rui and ChuZhou Fuda; all the DAC Boxes magnet, and motors were shipped out at FOB shipping point Qingdao and Nanjing, China.
 
 
14

 

FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenues Recognition (Continued)

The Company also sold DAC Boxes and related parts to Electrolux –Sweden for $ 5,305. The DAC Box and parts were manufactured and supplied by Chu Zhou Fuda; all the DAC Boxes were shipped out at FOB shipping point Nanjing, China.

The company sold Motors, icemakers, and some related refrigerator appliance parts to North Carolina Electrolux Major Appliances, Inc for $ 246,836. The parts, icemakers, and motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd, and were shipped out at FOB shipping point Nanjing, China.

The Company also sold Motors to Electrolux –ST. Cloud for $ 82,691. The motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd, and were shipped out at FOB shipping point Nanjing, China.

The Company sold Motors and other parts to Electrolux – Do Brasil for $103,678. The motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd, and were shipped out at FOB shipping point Nanjing, China.

The company sold thermostats and icemakers to an US company, Exact Replacement Parts for $ 65,742. The parts were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd, and were shipped out at FOB shipping point Nanjing, China.

The company sold icemakers to an US company, Domestic LLC for $ 14,641. And the icemakers were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd; all the icemakers were shipped out at FOB shipping point Nanjing, China.

The company sold stoves to The Paradigm Project for $ 156,332. The stoves were manufactured and supplied by Zhong Nan Fu Rui, and were shipped out at FOB shipping point at Qingdao, China.

In the period of January 1, 2013 to March 31, 2013, the Company sold parts or provided services to America Corporation for a total of $ 3,000.
 
 
15

 

FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenues Recognition (Continued)

For the period of January to March 31, 2013, the Company sold thermostats and other related key parts for icemakers and motors, to ChuZhouFuDa, and Qingdao Fubida Electronic. The parts were used for the icemakers and motors. Flurida Group purchased the parts from Wako Electronics, Inc., an US Company located at Louisville, KY 40299.  Flurida Group also sold Rocker Switch, the key parts for icemakers, to ChuZhouFuDa.  The parts, Rocker Switch, were used for the icemakers .The Company purchased the parts, Rocker Switch, from CW Industries, an US Company located at Southampton, PA; and also Flurida Group purchased some other related key parts from corporate America, and then sold to Qingdao Fubida Electronic, and ChuZhouFuDa. Flurida Group, Inc. adds averaged 5% - 10% margin based on the cost of purchase, then sold to them, so, $ 266,352, and $ 348,806 were sold and invoiced to ChuZhouFuDa, and Qingdao Fubida Electronic respectively in the fiscal year ended March 31, 2013.

In summary, for the period of January 1 to March 31, 2013, the Company incurred the total gross sales of $ 4,763,945. And the Company had sales discount and return of $ 438, so, a total of $ 4,763,507 net sales were recorded. The cost of goods sold is discussed in details in Note C, Related Party Transactions.

Operating Expense

Operating Expenses includes research and development expense, all selling, general and administrative expenses, and depreciation expenses for Flurida Group Inc.  For the fiscal quarter ended March 31, 2013 and 2012, the Company had total operating expenses of $ 293,800 and $300,746 respectively, which include the research and development expense of $ 4,930 and $ 7,488, and depreciation expenses of $ 6,182 and $ 4,911, and selling, general and administrative expense of $ 282,688 and $ 288,347. Detail was showed on Exhibit A.

Professional Fee

Professional fees are consist of accounting and auditing fee, legal fee, commission and consulting expenses, SEC filling fee, and other professional expenses. The total professional fees were $ 21,000 and $ 5,804 for the fiscal quarter ended March 31, 2013 and 2012 respectively.
 
 
16

 

FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Payroll Expense

Started from February 2013, Flurida Group stayed the salaries amount of officers Jianfeng Ding, Yaru Huang, and Ying Zhong for $350,000, $84,000, $ 84,000. The Social Security tax and Medicare tax were paid by both employer and employees in USA; employees also withheld portion of Federal and State tax calculate by each individual’s status. All of the tax was submitted to Internal Revenue Service and local government at a semiweekly basis.

The total payroll expenses for the fiscal quarter ended March 31, 2013 and 2012 were listed as follows:

   
Three Months Ended
 
   
March 31, 2013
   
March 31, 2012
 
Payroll Expense - ER
           
Federal Unemployment Tax
    294.00       392.00  
State Unemployment Tax
    1,295.95       1,532.75  
US Medicare Tax - ER
    2,355.03       2,684.57  
US Social Security Tax -ER
    10,069.85       11,478.82  
Payroll Expense - ER - Other
    377.42       279.08  
Total Payroll Expense - ER
    14,392.25       16,367.22  
Payroll Expenses - EE
               
Federal Tax Withholding
    32,436.00       31,723.89  
State Tax Withholding
    11,869.97       11,578.29  
US Medicare Tax -EE
    2,355.03       2,684.57  
US Net Salaries payment - EE
    105,835.82       131,541.49  
US Social Security Tax - EE
    10,069.83       7,775.98  
Total Payroll Expenses - EE
    162,566.65       185,304.22  
                 
Total Payroll Expenses
    176,958.90       201,671.44  

Comprehensive Income

The company’s comprehensive income is comprised of net income, unrealized gains and losses on marketable securities classified foreign currency translation adjustments, and unrealized gains and losses on derivative financial instruments related to foreign currency hedging.
 
 
17

 

FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

Business Combinations —The new guidance on business combinations retains the underlying concepts of the previously issued standard in that the acquirer of a business is required to account for the business combination at fair value. As with previous guidance, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition. The excess of the purchase price over the estimated fair values are recorded as goodwill. The new pronouncement results in some changes to the method of applying the acquisition method of accounting for business combinations in a number of significant aspects. Under the new guidance, all acquisition costs are expensed as incurred and in-process research and development costs are recorded at fair value as an indefinite-lived intangible asset. Prior to the adoption, in-process research and development costs were immediately expensed and acquisition costs were capitalized. Further, the new guidance generally requires restructuring charges associated with a business combination to be expensed subsequent to the acquisition date.

Fair Value Measurements and Disclosures — The pronouncements define fair value, establish guidelines for measuring fair value, and expand disclosures regarding fair value measurements.

Derivative Instruments and Hedging Activities — The pronouncement requires additional disclosures about the objectives of derivative instruments and hedging activities, the method of accounting for such instruments, and a tabular disclosure of the effects of such instruments and related hedged items on Financial Statements. The pronouncement does not change the accounting treatment for derivative instruments.

Variable Interest Entities and Transfers of Financial Assets and Extinguishments of Liabilities — The pronouncement on transfers of financial assets and extinguishments of liabilities removes the concept of a qualifying special-purpose entity and removes the exception from applying variable interest entity accounting to qualifying special-purpose entities. The new guidance on variable interest entities requires an entity to perform an ongoing analysis to determine whether the entity’s variable interest or interests give it a controlling financial interest in a variable interest entity. The pronouncements are effective for fiscal years beginning after November 15, 2009.
 
Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.
 
 
18

 
 
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Tax

Income taxes are provided for tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are recognized for differences between the bases of assets and liabilities for financial statement and income tax purposes. The differences in asset and liability bases relate primarily to organization and start-up costs (use of different methods and periods to calculate deduction). Deferred taxes are also recognized for operating losses and tax credits that are available to offset future income taxes. The deferred tax assets and/or liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. The components of the deferred tax asset and liability are classified as current and concurrent based on their characteristics. Valuation allowances are provided for deferred tax assets based on management’s projection of the sufficiency of future taxable income to realize the assets.

NOTE C – RELATED PARTY TRANSACTIONS

Common Shares Issued to Executive and Non-Executive Officers and Directors

As of March 31, 2013, total 29,277,760 shares were issued to officers and directors.  Please see the table below for details:

Name
 
Total Shares
   
Total Amount
   
Percentage
 
Fenglan  Li
    165,000       15,750       0.42 %
Fuling Li
    115,000       10,750       0.29 %
Ying Zhong
    2,000,000       200,000       5.09 %
Jianfeng Ding & Yaru Huang     26,997,760       323,998       68.72
    Total
    29,277,760     $ 550,498       74.52 %
                         
· Based on total outstanding issued shares as of March 31, 2013: 39,290,827
 

 
19

 

FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE C – RELATED PARTY TRANSACTIONS (Continued)

Cost of Goods Sold

The Company’s purchase is primarily from supplier, Chuzhou Fuda Mechanical & Electronics Co., Ltd, owned 100% by the founder of the Company, Jianfeng Ding.  Due to Jianfeng Ding, and Yaru Huang, husband and wife, combined hold 68.72% issued common shares for Flurida Group, Inc., the two entities, Flurida Group, Inc., and Chuzhou Fuda Mechanical & Electronics Co., Ltd are under common control according to EITF 02-5.
 
The products the Company will sell are manufactured in China by Chuzhou Fuda Mechanical & Electronics Co., Ltd (“Chuzhou Fuda”). Chuzhou Fuda, owned 100% indirectly by Jianfeng Ding and Yaru Huang, husband and wife, is an appliance components and sub-assemblies manufacturer established on March 18, 2008. Chuzhou Fuda is located in Chuzhou City, Anhui Province, China. The plant space is around 100,000sq. ft. with 18 molding machine up to 800 metric ton and 6 assemblies lines for appliance components and assemblies.

The management of Flurida Group, Inc. believes that the purchase price for the parts from Chuzhou Fuda  will be market price.  Flurida Group, Inc. and Chuzhou Fuda are two totally separated entities, i.e., Flurida Group, Inc. is a USA corporation and will fully comply with USA regulations and USA general accepted accounting principles; Chuzhou Fuda is a Chinese company and it will comply with Chinese legal systems.

Flurida Group, Inc. and Chuzhou Fuda will operate independently.  Chuzhou Fuda, as a Chinese local manufacturer, will record their manufacturing costs and inventories based on the Chinese accounting regulations rulings.  But, when Flurida Group, Inc. purchases the parts from Chuzhou Fuda, Flurida Group will record the actual costs paid to Chuzhou Fuda as the costs for inventory of Flurida Group, Inc.  There is no any relationship for Chuzhou Fuda’s manufacturing historic costs with Flurida Group’s inventory value.  Specifically, Flurida’s inventory value is equal to the purchase price or actual cost of the parts purchased from Chuzhou Fuda, and the purchase price of the parts will be fair market price.  Flurida Group, Inc. will adopt the first-in and first-out inventory system according to generally accepted accounting principles in USA.
 
 
20

 

FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE C – RELATED PARTY TRANSACTIONS (Continued)

Cost of Goods Sold (Continued)

Flurida Group also purchased the products from suppliers, Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co., Ltd. (“Zhong Nan Fu Rui”).  It was owned 100% by the founder of the Company, Jianfeng Ding., and established in 2005 specializing in home appliance components and subassemblies manufacturing, and located in Qingdao City, Shandong Province, China.

At the year ended December 31, 2012, the Company had ending inventory $2,278,467 that was majority purchased from Zhong Nan Fu Rui and ChuZhou FuDa.

From the period January 1 to March 31, 2013, Flurida Group, Inc. purchased Stoves and parts from Zhong Nan Fu Rui at total cost of $ 181,348 for FOB shipping point at Qingdao, China.

The Company purchased Icemakers, motors, and parts from ChuZhou FuDa at total cost of $ 3,724,088 for FOB shipping point at Nanjing, China.

To manufacture the related refrigerator appliance parts, Zhong Nan Fu Rui and Chu Zhou Fu Da., needs key parts made in USA, which were purchased through Flurida Group, Inc. in USA.  The costs of purchasing the parts were $ 598,003 in the fiscal quarter ended March 31, 2013.

For the fiscal quarter ended March 31, 2013, the Company had total purchase of $ 4,503,439.

At the periods ended March 31, 2013, the company had total ending inventory at a value $ 2,392,025.

For the period of January 1 to March 31, 2013, the company had freight cost and other related cost of $ 5,323.

Therefore, in the fiscal quarter ended March 31, 2013, the Company incurred a total cost of good sold of $ 4,395,204.
 
 
21

 
 
FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE C – RELATED PARTY TRANSACTIONS (Continued)

Loan to Supplier

At January 1st, 2013, Flurida Group, Inc entered into a new loan agreement of $101,185 with the company’s primary supplier, Zhong Nan Fu Rui. The outstanding balance bears interest at 5.00%, pursuant to a written agreement, for the term from January 1st 2013 to December 31st 2013.

NOTE D – SHAREHOLDERS’ EQUITY

During the year ended December 31, 2008, Flurida Group, Inc has issued total 11,699,067 new shares on April 15, 2008, including 11,649,067 shares issued to loan holders who converted all the loans to common shares. At the year ended December 31, 2008, Flurida Group, Inc. incurred net loss of $ (194,079).

Therefore, the total stockholders’ equity balance at December 31, 2008 was $ 1,075,377.

On April 15, 2008, 50,000 shares issued to Williams Law Group at $ 0.10, for the legal service value of $5,000.  On April 1, 2008, seven non-affiliated loan holders asked for repayment of their loans in the aggregate amount of $ 25,066 plus the total interest cost of $624.72, which was paid on the same date, April 1, 2008; meantime, seven additional lenders loaned an aggregate amount of $ 9,926.

On April 15, 2008, total loan amount of $1,164,906 was converted to common shares at price of $0.10 per share, for the total shares of 11,649,067 shares, which were issued to the loans holders.

There were no new shares issued during the period ending December 31, 2009, 2010, and 2011.

On November 1, 2012, 300,000 shares were issued to Williams Law Group at $ 0.10, for the legal service value of $30,000.

Therefore, as of March 31, 2013 total shares issued and outstanding are 39,290,827.
 
 
22

 

FLURIDA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE E – GOING CONCERN

The Company’s customer concentration may raise doubt about its ability to continue as a going concern.  The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.  In the first quarter ended March 31, 2013, the Company generated sales revenue of $ 4,763,507.  The Company’s significant customers are Electrolux and its subsidiaries located in various countries.  Electrolux and its subsidiaries are operated independently in various countries, the management assess that it is unlikely if Electrolux and its subsidiary discontinue the purchase in near future due to the Company secured a purchase order in next three years with Electrolux and its subsidiaries.  Because of the concentration of the customer and supplier base and Company’s heavily reliance on the Electrolux and its subsidiaries, Company may face the difficulty as going concern.  However, the going concern may be mitigated due to the close relationship between the Company and it’s suppliers, Zhong Nan Fu Rui and Chuzhou Fuda Mechanical & Electronics Co., Ltd , which are 100% owned by the founder, Jianfeng Ding.  Zhong Nan Fu Rui and Chuzhou Fuda Mechanical & Electronics Co., Ltd.’s current customers can be served by the Company for the same quality of products and services.  Besides, as of March 31, 2013, the cash and cash equivalent balance was $ 1,043,882, the management believes that the revenues will be generated and its cash flows will be maintained to cover its operational costs and the risk of going concern in long term is significantly low.
 
 
23

 

Exhibit A

   
Three Months
Ended
   
Three Months
Ended
 
   
March 31,
2013
   
March 31,
2012
 
Operating expenses
           
Administration Expense
    129       550  
Bank Service Charges
    11,556       766  
Business Registration
    343          
Certification
    4,271       28,106  
Computer and Internet Expenses
    182       593  
Depreciation Expenses
    6,182       4,911  
Fuel charge
    244       305  
Gift and Promotion
            1,577  
Meals and Entertainment
    10,268       2,985  
Office Supplies
    1,103       1,761  
Parking Fee
    54       12  
Payroll Expense - ER
    14,392       16,367  
Payroll Expenses - EE
    162,567       185,304  
Penalty & Fine Expenses
    299          
Postage and Shipping
    778       2,260  
Professional Fees
               
Auditing Factory
            2,170  
Commission and Consulting Fee
    21,000       -  
Legal Fee
            3,279  
Transfer Agent Service
            355  
Total Professional Fees
    21,000       5,804  
Rent Expense
    17,364       12,932  
Repair and Maintenance
    21       750  
Research and Development Expense
    4,930       7,488  
Service Cost
            220  
Telephone Expense
    3,263       2,081  
Travel Expense
               
Airfare
    16,673       15,194  
Car Rental
    1,788       530  
Hotel Expense
    13,836       9,683  
Local Transportation
    2,101       -  
Travel Expense - Other
            -  
Total Travel Expense
    34,398       25,406  
Utilities
    454       567  
Total Operating Expense
    293,800       300,746  

 
24

 
 
Item 2.
Management’s Discussion and Analysis or Plan of Operation.
 
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
 
Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

Our business is the sale of appliance parts in Asia, Europe, Australia, North and South America. The main products that we sell to these markets are icemakers, motors, ice water dispensing system, and appliance assemblies and stoves.

These parts are manufactured in China by Chuzhou Fuda Mechanical & Electronics Co., Ltd (“ChuZhou Fuda”) and Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co., Ltd. (“Zhong Nan Fu Rui”)

Chuzhou Fuda Mechanical & Electronics Co., Ltd. owned 100% indirectly by Jianfeng Ding and Yaru Huang, husband and wife is an appliance components and sub-assemblies manufacturer established on March 18, 2008. Chuzhou Fuda is located in Chuzhou City, Anhui Province, China. The plant space is around 100,000 sq. ft. with 18 molding machine up to 800 metric ton and 6 assemblies lines for appliance components and assemblies.

Zhong Nan Fu Rui was established in 2005 specializing in home appliance components and subassemblies manufacturing, and located in Qingdao City, Shandong Province, China. On September 18, 2007, amended June 25, 2008 and further amended on August 4, 2008, Flurida Group, Inc. signed a long-term distribution agreement with Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co., Ltd. Zhong Nan Fu Rui is a Chinese manufacturing company owned 100% by Mr. Jianfeng Ding, our president.
 
We sell the following main types of appliance parts:
 
 
·
Automatic Refrigerator Build-in Icemaker: The automatic refrigerator build-in icemaker is designed for household refrigeration products, such as refrigerator, under-counter refrigerator, freezer to make the ice cubes automatically.
 
 
25

 
 
 
·
Refrigerator Through-Door Ice Water System: Refrigeration Through-Door Ice Water System is the system that stores the ice cubes harvested from the icemaker, delivered and dispensed the ice, crushed ice or water to the refrigerator door through the electronic control system at the front of the refrigerator door. The through-door ice water system normally includes the following assemblies: ice bucket assembly, motor rail assembly, module assembly, facade assembly, housing assembly. The ice bucket assembly and the motor rail assembly can be located in the freezer, in the refrigerator door and or sealed chamber in the refrigerator. The module assembly, facade assembly and housing assembly vary according to the specific design from each client.

 
·
Shade Pole Motor and Motor Assembly for Refrigerator or Freezers: The shade pole motor and motor assembly is a key part for refrigerators or freezers. Flurida Group Inc’s motor part is designed and specified for the refrigerators or freezers made by Electrolux, an US company with headquarter in Charlotte, NC. Flurida also supplies the motors and motor assemblies to Electrolux Europe facilities in Italy and Hungary.
 
We are an “emerging growth company” (“EGC”) that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (“the JOBS Act”), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commission’s (SEC’s) reporting and disclosure rules (See “Emerging Growth Companies” section above). We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
 
Results of Operations
 
For the three months ended March 31, 2013 vs. March 31, 2012.

Revenue

For the three months ended March 31, 2012, the Company had net total revenue of $3,342,405 to the Company’s Europe, North and South America customers.

For the three months ended March 31, 2013, the Company had net total revenue of $4,763,507, which was increased nearly 47% than the fiscal quarter ended March 31, 2012 total revenue of $3,342,405. This increase was because all main customer sales went up, plus new product stove sales started in 2012 third quarter and continued in the quarter ended March 31, 2013.

For the period January 1 to March 31, 2013, the Company sold icemakers and motors to, Electrolux USA, located at Charlotte NC for sales of $ 2,559,327. The icemakers and motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd; all the icemakers and motors were shipped out at FOB shipping point Nanjing, China.

The company also sold motors, to Stanco Metal Products for $ 72,714; the motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd; all the motors were shipped out at FOB shipping point Nanjing, China.

For the fiscal quarter ended March 31, 2013, the Company sold components and appliance parts to Electrolux –Australia for $ 278,725. The components were manufactured and supplied by Chu Zhou Fu Da Mechanical and Electronics; all the icemakers and components were shipped out at FOB shipping point Nanjing, China.

The Company sold DAC Boxes, Deflector, push buttons, Magnets, Motors and other related parts to Electrolux –Italy for total $ 156,456. The DAC Boxes, Magnets, Motors and other related parts were manufactured and supplied by Zhong Nan Fu Rui and Chu Zhou Fuda; all the DAC Boxes magnets, and motors were shipped out at FOB shipping point, Qingdao and Nanjing, China.
 
 
26

 

The Company also sold DAC Boxes, Magnets, Motors, and other related parts to Electrolux – Hungry for total $403,339. The DAC Boxes, magnets and Motors were manufactured and supplied by Zhong Nan Fu Rui and ChuZhou Fuda; all the DAC Boxes magnet, and motors were shipped out at FOB shipping point Qingdao and Nanjing, China.

The Company also sold DAC Boxes and related parts to Electrolux –Sweden for $ 5,305. The DAC Box and parts were manufactured and supplied by Chu Zhou Fuda; all the DAC Boxes were shipped out at FOB shipping point Nanjing, China.

The company sold Motors, icemakers, and some related refrigerator appliance parts to North Carolina Electrolux Major Appliances, Inc for $ 246,836. The parts, icemakers, and motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd, and were shipped out at FOB shipping point Nanjing, China.

The Company also sold Motors to Electrolux –ST. Cloud for $ 82,691. The motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd, and were shipped out at FOB shipping point Nanjing, China.

The Company sold Motors and other parts to Electrolux – Do Brasil for $103,678. The motors were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd, and were shipped out at FOB shipping point Nanjing, China.

The company sold thermostats and icemakers to an US company, Exact Replacement Parts for $ 65,742. The parts were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd, and were shipped out at FOB shipping point Nanjing, China.

The company sold icemakers to an US company, Domestic LLC for $ 14,641. And the icemakers were manufactured and supplied by ChuZhou FuDa Mechanical and Electronics Co., Ltd; all the icemakers were shipped out at FOB shipping point Nanjing, China.

The company sold stoves to The Paradigm Project for $ 156,332. The stoves were manufactured and supplied by Zhong Nan Fu Rui, and were shipped out at FOB shipping point at Qingdao, China.

In the period of January 1, 2013 to March 31, 2013, the Company sold parts or provided services to America Corporation for a total of $ 3,000.

For the period of January to March 31, 2013, the Company sold thermostats and other related key parts for icemakers and motors, to ChuZhouFuDa, and Qingdao Fubida Electronic. The parts were used for the icemakers and motors. Flurida Group purchased the parts from Wako Electronics, Inc., an US Company located at Louisville, KY 40299. Flurida Group also sold Rocker Switch, the key parts for icemakers, to ChuZhouFuDa. The parts, Rocker Switch, were used for the icemakers .The Company purchased the parts, Rocker Switch, from CW Industries, an US Company located at Southampton, PA; and also Flurida Group purchased some other related key parts from corporate America, and then sold to Qingdao Fubida Electronic, and ChuZhouFuDa. Flurida Group, Inc. adds averaged 5% - 10% margin based on the cost of purchase, then sold to them, so, $ 266,352, and $ 348,806 were sold and invoiced to ChuZhouFuDa, and Qingdao Fubida Electronic respectively in the fiscal year ended March 31, 2013.

In summary, for the period of January 1 to March 31, 2013, the Company incurred the total gross sales of $ 4,763,945. And the Company had sales discount and return of $ 438, so, a total of $ 4,763,507 net sales were recorded.
 
In both fiscal quarter ended March 31, 2013 and 2012 sales, more than 80% of total revenues were generated through Electrolux controlled subsidiaries in various countries. Electrolux Group operated its each subsidiary independently in each country, and all the sales orders and sales contracts were negotiated and signed independently. Accordingly, we believe that lack of one or a few subsidiaries of Electrolux sales order may have effect on our overall sales revenue, but the effects were slightly reduced in 2013 vs 2012. We signed long-term distribution agreement with various Electrolux subsidiaries, the risk of loss the contracts with Electrolux is significantly low.
 
 
27

 
 
Cost of Revenue
 
Our Costs of Goods Sold, as we expected will increased slightly due to increasing Chinese Yuan’s currency exchange rate, labor costs, and raw materials. We anticipate this trend to continue and may adjust our unit price upward to reduce the impact of rising costs.
 
For the three months ended March 31, 2013, the Company incurred a total cost of goods sold of $4,763,507, for the purchases of parts, motor, and icemakers for the total sales of $4,395,203.
 
At the year ended December 31, 2012, the Company had ending inventory $2,278,467 that was majority purchased from Zhong Nan Fu Rui and ChuZhou FuDa.

From the period January 1 to March 31, 2013, Flurida Group, Inc. purchased Stoves and parts from Zhong Nan Fu Rui at total cost of $ 181,348 for FOB shipping point at Qingdao, China.

The Company purchased Icemakers, motors, and parts from ChuZhou FuDa at total cost of $ 3,724,088 for FOB shipping point at Nanjing, China.

To manufacture the related refrigerator appliance parts, Zhong Nan Fu Rui and Chu Zhou Fu Da., needs key parts made in USA, which were purchased through Flurida Group, Inc. in USA. The costs of purchasing the parts were $ 598,003 in the fiscal quarter ended March 31, 2013.

For the fiscal quarter ended March 31, 2013, the Company had total purchase of $ 4,503,439.

At the periods ended March 31, 2013, the company had total ending inventory at a value $ 2,392,025.

For the period of January 1 to March 31, 2013, the company had freight cost and other related cost of $ 5,323.

Therefore, in the three months ended March 31, 2013, the Company incurred a total cost of goods sold of $4,395,204 which was increased nearly 47 % comparing to the three months ended March 31, 2012 cost of goods sold of $2,980,597. The increase of cost of goods sold was due to the sales increase, increasing Chinese Yuan’s currency exchange rate, labor costs, and raw materials. 

The cost of goods sold in the Statements of Operations includes costs of products purchased from suppliers, shipping costs or freight in costs for the products shipping FOB port China, warehouse costs, and other costs if any directly related to the products inspection, duty and custom taxes of products, internal transfer costs if any. The selling, general and administrative expense includes operation expense such as travel, professional, office rent, telephone, certification fees, wages and salaries for management and administrative employees, and other expense related to operation. There was no allocation of portion of any selling, general and administrative expense to the cost of goods sold.
 
Our gross margin may not be comparable to those of other entities, since some other entities may include all or allocate portion of the costs related to their distribution network into cost of goods sold.
 
 
28

 
 
Expense
 
Our operation expenses consist of selling, general and administrative expenses, and research & development expenses, and depreciation expenses:
 
   
Three Months
Ended
   
Three Months
Ended
 
   
March 31,
2013
   
March 31,
2012
 
Operating expenses
           
Administration Expense
    129       550  
Bank Service Charges
    11,556       766  
Business Registration
    343          
Certification
    4,271       28,106  
Computer and Internet Expenses
    182       593  
Depreciation Expenses
    6,182       4,911  
Fuel charge
    244       305  
Gift and Promotion
            1,577  
Meals and Entertainment
    10,268       2,985  
Office Supplies
    1,103       1,761  
Parking Fee
    54       12  
Payroll Expense - ER
    14,392       16,367  
Payroll Expenses - EE
    162,567       185,304  
Penalty & Fine Expenses
    299          
Postage and Shipping
    778       2,260  
Professional Fees
               
Auditing Factory
            2,170  
Commission and Consulting Fee
    21,000       -  
Legal Fee
            3,279  
Transfer Agent Service
            355  
Total Professional Fees
    21,000       5,804  
Rent Expense
    17,364       12,932  
Repair and Maintenance
    21       750  
Research and Development Expense
    4,930       7,488  
Service Cost
            220  
Telephone Expense
    3,263       2,081  
Travel Expense
               
Airfare
    16,673       15,194  
Car Rental
    1,788       530  
Hotel Expense
    13,836       9,683  
Local Transportation
    2,101       -  
Total Travel Expense
    34,398       25,406  
Utilities
    454       567  
Total Operating Expense
    293,800       300,746  

 
29

 
 
Started from February 2013, Flurida Group had salaries for officers Jianfeng Ding, Yaru Huang, and Ying Zhong for $350,000, $84,000, $84,000. And Flurida Group USA hired employees to taking care of the office, research and development, and marketing activities, therefore, the Company incurred a total payroll expense of $176,959 for the three months ended March 31, 2013. For maintaining and operating the business, the Company expensed a total of $21,000 commission and consulting fee. In order to increasing the sales in Europe and North America, the Company expensed $4,271certification fees on the products we sold or exported in the period of January 1 to March 31, 2013. Due to the raise of sale volume and customers, the Company had travel expenses of $34,398, and had equipment and research development expenses of $4,930.
 
We expect selling, general, and administrative expenses to increase in future periods as we initiate a number of marketing and promotional activities.

Income Taxes

We are subject to income taxes in the U.S. and we incurred income tax expense of $26,800 and $28,000 for the three months ended March 31, 2013 and 2012 respectively. As of March 31, 2013, the company had income taxes payable of $0.

Net Income (Loss)

We had a net income of $45,696 and $33,799 for three months ended March 31, 2013 and 2012 respectively.
 
Commitments and Contingencies

The Company has signed a long-term distribution agreement with Zhong Nan Fu Rui Mechanical Electronics Manufacturing Co., Ltd. Zhong Nan Fu Rui is a Chinese manufacturing company owned 100% by Mr. Jianfeng Ding, also the founder of Flurida Group, Inc. Also, On June 2008, the company signed a consigned inventory agreement with an US company, Electrolux Home Products DE Mexico and Anderson, S.A.DEC.V (Electrolux).

Foreign Currency Translation
 
The Company has determined the United States dollars to be its functional currency for Flurida Group USA and European Euro to be its functional currency in European business. Assets and liabilities were translated to U.S. dollars at the period-end exchange rate. Statement of operations amounts were translated to U.S. dollars using the first date of each month during the year. Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive income (loss), a separate component of shareholders’ equity.

Liquidity and Capital Resources

   
At March 31
   
At March 31
   
At December 31
 
   
2013
   
2012
   
2012
 
                   
Current Ratio*
    1.51       1.56       1.77  
Cash
  $ 1,043,882     $ 1,380,868     $ 194,265  
Working Capital**
  $ 1,664,008     $ 1,375,026     $ 1,637,866  
Total Assets
  $ 5,514,616     $ 4,734,181     $ 4,226,739  
Total Liabilities
  $ 3,650,109     $ 3,042,330     $ 2,393,148  
                         
Total Equity
  $ 1,864,507     $ 1,691,851     $ 1,833,591  
                         
Total Debt/Equity***
    1.96       1.80       1.31  

 
30

 
 
*Current Ratio = Current Assets /Current Liabilities
**Working Capital = Current Assets - Current Liabilities
*** Total Debt / Equity = Total Liabilities / Total Shareholders’ Equity.
 
The Company’s overall working capital was increased in the fiscal quarter ended March 31, 2013 comparing to fiscal quarter ended March 31, 2012, due to the overall increase of the accounts receivable and inventory; also, the Company’s current ratio was decreased as March 31, 2013 comparing to 2012 due to the increase of the accounts payable.

Currently the Company has a sales agreement with Electrolux, such agreement require the Company to supply the motors, ice makers, and other parts based on Electrolux’s needs. The management projected that the needs for our Company’s products shall be stable with slight increase worldwide. However, due to the consignment arrangement with Electrolux, the Company would keep certain level of consignment inventory to meet the Electrolux’s requirements. In addition, due to the consignment terms with Electrolux, the sales would be recognized when the Electrolux withdraw the products or the consignment inventory at Electrolux’s warehouse for 60 days. In our due course of business dealing with Electrolux’s consignment sales, all the sales incurred in 2012 were for the products withdrew before the 75 days terms, i.e., the products might be considered as sales automatically based on the consignment terms. After the products withdrew by Electrolux, the Company may receive the payment in 7 days with discount through DB Supplier Finance.

Our activities for generating cash flows were operating activities in 2013 and 2012. There were no investing and financing activities incurred for three months period 2013, and 2012. The management will continue to improve our current business on marketing, customer services and general administrative activities effectiveness, we still continually focus on developing our new products electronic ice maker. We are also working on some new projects such as vegetable try system for Electrolux; LED display GPS system for US new customer and extend new style for stoves. We currently anticipate that those products will be ready in the market within two years, although there always could be further delays.

Specifically, the management still believes that within the operating activities, the efforts of collecting accounts receivables and making payments of accounts payables still are the primary factors for the changes of cash flows in the year 2013 or later.

The Company had cash and cash equivalents of $ 1,043,882 at March 31, 2013 and $1,664,008 of working capital and $1,380,868 at March 31, 2012 and $1,375,026 of working capital.

The total debt of $3,650,109 for March 31, 2013 included total of $175,299 for Zhong Nan Fu Rui, $3,010,017 for Chu Zhou Fu Da, and $303,687 for US suppliers, $58,754 for salary and payroll tax payable, and $33,531 for all other account payable, and $ 68,821 unearned revenue.

Our independent auditor has indicated that our customer concentration may raise doubt about its ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations. However, due to the close relationship between the Company and its supplier, Zhong Nan Fu Rui and Chuzhou Fu Da, which are 100% owned by the founder, Jianfeng Ding, Chuzhou Fuda and Zhong Nan Fu Rui’s current customers can be served by the Company for the same quality of products and services. Besides, as of March 31, 2013, the cash and cash equivalent balance was $1,043,882, the management believes that the revenues will be generated and its cash flows will be maintained to cover its operational costs and the risk of going concern in long term is significantly low.
 
Interest Rate Risk
 
We do not have significant interest rate risk, as our debt obligations (i.e., notes payables to shareholders which can be converted to common stocks). The annual interest rate of notes payable is 8%, and the interest expense would be accrued if the notes were not converted to common shares, and the notes holders request the Company for repayment of principles plus the interest. Seven non-affiliated loan holders asked the Company for repayment of notes plus interest on April 1, 2008. All remaining loan holders converted their loans to common shares on April 15, 2008.
 
 
31

 
 
Item 3.
Quantitative and Qualitative Disclosure about Market Risk

Not applicable.
 
Item 4.
Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures

The Company has established disclosure controls and procedures to ensure that information required to be disclosed in this quarterly report on Form 10-Q was properly recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. The Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers to allow timely decisions regarding required disclosure.

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at March 31, 2013 based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, at March 31, 2013, our disclosure controls and procedures are not effective.
 
Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
 
 
32

 
 
PART II — OTHER INFORMATION
 
Item 1.
Legal Proceedings.
 
None.
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.

(a)        Unregistered Sales of Equity Securities.
 
None.
 
(b)        Use of Proceeds.
 
The Registrant did not sell any unregistered securities during the three months ended March 31, 2013.
 
Item 3.
Defaults Upon Senior Securities
 
None.
 
Item 4.
Mine Safety Disclosures.
 
Not applicable.
 
Item 5.
Other Information.
 
Not applicable.
 
 
33

 
 
Item 6.
Exhibits.
 
(a) Exhibits.
 
Exhibit No.
 
Document Description
     
31.1
 
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
     
31.2
 
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
     
32.1 *
 
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
     
32.2 *
 
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
 
Exhibit 101 
 
Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
 
101.INS
 
XBRL Instance Document**
     
101.SCH
 
XBRL Taxonomy Extension Schema Document**
     
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document**
     
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document**
     
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document**
     
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document**
_______________
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

** XBRL (Extensible Business Reporting Language) 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.
 
 
34

 
 
SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
Flurida Group, Inc.,a Nevada corporation
 
       
May 15, 2013
By:
/s/ Jianfeng Ding  
    Jianfeng Ding  
    Principal Executive Officer  
 
In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE
 
NAME
 
TITLE
 
DATE
             
/s/ Jianfeng Ding
 
Jianfeng Ding
 
Principal Executive Officer and Director
 
May 15, 2013
             
/s/ Yaru Hang
 
Yaru Hang
 
Principal Financial Officer and Principal
 
May 15, 2013
       
Accounting Officer
   

 
35

 
 
EXHIBIT INDEX

Exhibit No.
 
Document Description
     
31.1
 
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
     
31.2
 
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
     
32.1 *
 
CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
     
32.2 *
 
CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
     
Exhibit 101 
 
Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
 
101.INS
 
XBRL Instance Document**
     
101.SCH
 
XBRL Taxonomy Extension Schema Document**
     
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document**
     
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document**
     
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document**
     
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document**
_____________
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
 
 ** XBRL (Extensible Business Reporting Language) 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.
 
 
 
36