UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

x

Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2013

 

¨

Transition report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______ to _______.

 

000-50029

(Commission file number)

 

CHINA HEALTH RESOURCE, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE		73-1629948
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

 

343 Sui Zhou Zhong Road
Suining, Sichuan Province, P.R. China	629000
(Address of principal executive offices)	(zip code)

 

+(86-825) 239-1788

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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

Yes x      No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)

Yes x      No ¨

 

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

	Large accelerated filer ¨	Accelerated filer ¨
	Non-accelerated filer ¨	Smaller reporting company x
	(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨      No x

 

Indicate the number of shares of the Registrant’s ordinary stock outstanding as of the latest practicable date:

On April 10, 2013, 177,435,953 shares of the registrant's ordinary stock, par value $0.001 were outstanding.

 

 

TABLE OF CONTENTS

 

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	33
ITEM 4T.	CONTROLS AND PROCEDURES	33
PART II.  OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	35
ITEM 1A.	RISK FACTORS AFFECTING FUTURE RESULTS	35
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	35
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	35
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	35
ITEM 5.	OTHER INFORMATION	35
ITEM 6.	EXHIBITS	35
SIGNATURES		36
INDEX TO EXHIBITS

 

 

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

 

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

 

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

 

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

 

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

CERTAIN TERMS USED IN THIS REPORT

 

When this report uses the words “we,” “us,” “our,” “CHRI,” and the “Company,” they refer to China Health Resource, Inc. and its subsidiaries. “SEC” refers to the Securities and Exchange Commission.

 

 

PART I – FINANCIAL INFORMATION

Item 1.        Financial Statements

  

China Health Resource, Inc. and Subsidiaries

Unaudited Consolidated Balance Sheets

As of March 31, 2013 and December 31, 2012

(Expressed in USD)

 

		3/31/2013				12/31/2012
						(Audited)
ASSETS
Current Assets
Cash and Cash Equivalents		$	1,043,304			$	1,295,149
Accounts Receivable			6,687,498				6,036,252
Advance to Suppliers			4,208,243				4,291,635
Prepayment For Land Usage			3,539,399				3,520,020
Deferred Inventory Cost			8,014,620				8,253,292
Inventory			1,759,099				1,648,759
Total Current Assets			25,252,163				25,045,107
Fixed Assets
Property, Plant and Equipment, Net			795,556				786,097
Total Assets		$	26,047,719			$	25,831,204
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable and Accrued Liabilities		$	5,758,506			$	5,665,986
Other Payable			421,719				326,781
Due to Shareholder			376,457				376,457
Taxes Payable			670,038				684,559
Notes Payable			-				-
Short-Term Loan Payable			5,425,590				5,395,883
Total Current Liabilities		$	12,652,310			$	12,449,666
Total Liabilities		$	12,652,310			$	12,449,666
STOCKHOLDERS' EQUITY
Common Stock Class A (500,000,000 shares authorized, 177,435,953 and 177,435,953 issued and outstanding, par value US$0.001) at March 31, 2013 and December 31, 2012.		$	177,436			$	177,436
Preferred Stock (50,000,000 shares authorized , 0 issued and outstanding)			-				-
Additional Paid in Capital			1,736,497				1,736,497
Retained Earnings			740,104				662,205
Accumulated Other Comprehensive Income			10,741,372				10,805,400
Total Stockholders’ Equity			13,395,409				13,381,538
Total Liabilities & Stockholders’ Equity		$	26,047,719			$	25,831,204

 

 

China Health Resource, Inc. and Subsidiaries

Unaudited Consolidated Statements of Operations

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

		For the three months ended				For the three months ended
		3/31/2013				3/31/2012
REVENUES
Sales		$	1,230,066			$	8,955,361
Cost of Sales			968,276				6,972,090
Gross Profit			261,790				1,983,271
Operating Expenses
Selling, General and Administrative Expense			230,207				199,805
Interest Expense			95,606				22,248
Total Operating Expenses			325,813				222,053
Operating Income			(64,023	)			1,761,218
OTHER INCOME / (EXPENSES)
Other Expense			(5	)			(1	)
Total Other Income/(Expense)			(5	)			(1	)
Net Income (Loss) Before Taxes			(64,028	)			1,761,217
Provision( Credit) Income Tax			-				444,687
Net Income (Loss)			(64,028	)			1,316,530
Other Comprehensive Income (Loss)
Foreign Currency Translation (Loss) & Gain
			77,898				15,988
Comprehensive Income (Loss)		$	13,870			$	1,332,518
Weighted Average Common Shares Outstanding
Basic			177,435,953				171,327,620
Fully diluted			177,435,953				171,327,620
Net Gain(Loss) Per Common Share
Basic		$	0.00			$	0.01
Fully diluted		$	0.00			$	0.01

 

See Accompanying Notes to the Financial Statements and Accountant’s Report

 

 

China Health Resource, Inc. and Subsidiaries

Unaudited Consolidated Statements of Cash Flows

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

		For the three months ended
		March 31, 2013				March 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income		$	(64,028	)		$	1,316,530
Adjusted to reconcile net income to net cash used in operating activities
Depreciation			14,562				14,416
Stock-based compensation			-				7,958
Accounts Receivable			(616,977	)			183,666
Employee Advance and Other Receivable			106,839				(101,750	)
Prepayment for land usage			283,633				(876,169	)
Inventory			(101,092	)			(158,917	)
Accounts Payable and Accrued Liabilities			64,117				(22,046	)
Other Payable			92,982				(38,580	)
Others			2,589				2,576
Tax Payable			(18,887	)			579,718
Net Cash Provided by (used in) Operating Activities			(236,262	)			907,402
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant, and equipment			(22,273	)			-
Net Cash Provided by (used in) Investing Activities			(22,273	)			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceed on short-term Loan Payable			-				-
Payment From short-term Notes payment			-				(475,564	)
Net Cash Provided by Financing Activities			-				(475,564	)
Foreign Currency Translation			6,690				1,218
Net Increase (Decrease)in Cash and Equivalents			(251,845	)			433,056
CASH AND CASH EQUIVALENTS:
Beginning of period			1,295,149				241,755
End of period		$	1,043,304			$	674,811

 

See Accompanying Notes to the Financial Statements and Accountant’s Report

 

 

China Health Resource, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

1.

ORGANIZATION AND BUSINESS BACKGROUND

 

China Health Resource Inc., f/k/a Voice Diary Inc. (the “Company” or “CHRI”) was incorporated in the State of Delaware on February 26, 2002. In June and July 2002, the Company acquired approximately 99% of the outstanding shares of Voice Diary Ltd., an Israeli corporation (“VDL”), through the exchange of shares of the Company with former shareholders of the Subsidiary. VDL was disposed of on August 22, 2006 pursuant to the agreement between the Company, VDL and Arie Hinkis, the former president of the Company. On May 21, 2007, the Company changed its name to “China Health Resource Inc.”.

 

On June 13, 2006, CHRI (“acquiree”) executed a Plan of Exchange with Sui Ning Shi Yin Fa Bai Zhi Chan Ye You Xian Gong Si, a corporation organized and existing under the laws of the Peoples’ Republic of China (“Yin Fa” or ‘acquirer”), the shareholders of Yin Fa (the “Yin Fa Shareholders”) and the Majority Shareholder of the CHRI, pursuant to which six simultaneous transactions were consummated at closing, as follows: (1) settlement of the liabilities of CHRI, (2) a deposit of 7,977,023 (pre-split) new shares of Class A Common Stock and 2,000 new shares of Class B Common Stock via hand delivery by Mr. Hinkis in exchange for a payment of $264,000 in cash , (3) a deposit of 1,305,000 (pre-split) shares of Class A Common Stock via hand delivery by Mr. Hinkis in exchange for a payment of $136,000 in cash, (4) the issuance of  30,000,000 (post-split) investment shares of Class A Common Stock of the Registrant to the Yin Fa shareholders pursuant to Regulation S under the Securities Act of 1933, as amended, in exchange for all of the shares of registered capital of Yin Fa, (5) vending out the CHRI subsidiary after closing, and (6) retirement of 744 shares of Class B Common Stock owned Mr. Hinkis at closing against payment of $74,000 and settlement of all unpaid salaries and severance pay to Mr. Hinkis in the amount of $100,000, of which both amounts was taken from the payment made to CHRI for the issued shares.

 

The Plan of Exchange was consummated on August 22, 2006; as a result, Yin Fa became a wholly-owned subsidiary of CHRI. The transaction was treated for accounting purposes as a capital transaction and recapitalization by the accounting acquirer and as a re-organization by the accounting acquiree.

 

Accordingly, the consolidated financial statements include the following:

 

(1)

The balance sheet consists of the net assets of the acquirer at historical cost and the net assets of the acquiree at historical cost.

(2)

The statement of operations includes the operations of the acquirer for the periods presented and the operations of the acquiree from the date of the merger.

 

Yin Fa was founded on April 24, 2001 in China.  The main business plan includes the manufacturing, processing, and sales of Dahurian Angelica Root (DAR) and its related products.  DAR is one of the major herbs used in Chinese traditional medicines.  In 2004 and 2005, the company and Sichuan Yingfa Resource Development Co., Ltd., (Sichuan) began the process of applying for Good Agricultural Practice of Medical Plants and Animals (GAP) for DAR. The project passed the inspection of the State Food and Drug Administration (SFDA), and the SFDA made the final, official announcement on February 26, 2006.  

 

 

China Health Resource, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

   

A GAP certificate means that the planning, quality, and manufacturing of DAR meet a high and certifiable standard.  The GAP certificate is in the name of Sichuan and the company manages the processing and sales of DAR.

 

In 2011, Suining Yinfa DAR Industrial Co, Ltd. had invested 95,223 USD (600,000 RMB) to establish an agricultural planting business entity called Suining Yinfa DAR Planting Co, Ltd. This Yinfa DAR Planting Company is in process of obtaining business approval and certificate from different government departments, and no business activity has occurred.

 

CHRI and its wholly owned subsidiaries, Suining Yinfa DAR Industrial Co, Ltd. and Suining Yinfa DAR Planting Co, Ltd, are hereafter referred to as (the “Company”)

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)

Basis of Presentation

 

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.

 

(b)

Basis of Consolidation

 

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company and subsidiary have been eliminated upon consolidation.

 

(c)

Management’s Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

(d)

Revenue Recognition

 

Revenue is recognized at the time the product is delivered and title has passed to the customer. Cash discounts are recognized as an expense in the period in which it actually occurs.  Sales allowances are recorded as a reduction of revenue in the period in which they occur. Revenue is presented net of return.

 

 

China Health Resource, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

(e)

Comprehensive Income (Loss)

 

The Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards (SFAS) No. 130 (FASB ASC 220), “Reporting Comprehensive Income,” which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements.

 

(f)

Foreign Currencies

 

Assets and liabilities denominated in respective functional currencies are translated into United States Dollars at the exchange rate as of the balance sheet date.  The share capital and retained earnings are translated at exchange rates prevailing at the time of the transactions. Revenues, costs, and expenses denominated in respective functional currencies are translated into United States Dollars at the weighted average exchange rate for the period. The effects of foreign currencies translation adjustments are included as a separate component of accumulated other comprehensive income.

 

(g)

Company’s Future Operations Are Dependent on Foreign Operations

 

The Company’s future operations and earnings will depend on the results of the Company’s operations in China. There can be no assurance that the Company will be able to successfully conduct such operations, and a failure to do so would have a material adverse effect on the Company’s financial position, results of operations, and cash flows.

 

Also, the success of the Company’s operations will be subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general and regional economic conditions, prices for the Company’s products, competition, and changes in regulation. Since the Company is dependent on international operations, specifically those in China, the Company will be subject to various additional political, economic, and other uncertainties. Among other risks, the Company’s operations will be subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations.

 

(h)

Cash and Cash Equivalents

 

For purposes of the Consolidated Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.

 

 

China Health Resource, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

(i)

Accounts Receivable

 

Accounts receivable are stated at estimated net realizable value.  Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts.  In determining the collectability of the account, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowance which is 90 days. Bad debt provision is made if fail to collect the balance after the allowance period. And the uncollectable amount last more than one year, it will automatically account for bad debt.

 

(j)

Advances to Suppliers

 

Advances to suppliers represent the cash paid in advance for purchasing raw materials. The advances to suppliers are interest free and unsecured.

 

(k)

Inventory

 

Inventory includes raw material, package material, low-value consumables and merchandise. The Company adopts perpetual inventory system and inventories are recorded at actual cost.  Raw material, package material and merchandise are priced at cost upon acquisition, and with the weighted average method upon issuance and shipment. Low-value consumables are amortized at 50% of the amount upon application and amortized an additional 50% upon obsolescence.

 

(l)

Property, Plant, and Equipment

 

Property, plant, and equipment are recorded at cost, less accumulated depreciation and impairment.  Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of property, plant, and equipment, are expensed as incurred. The cost and related accumulated depreciation, applicable to sold or no longer in service property, plant, and equipment, are eliminated from the accounts and any gain or loss is included in the statement of operations.

 

Depreciation is calculated to write-off the cost or basis of the property, plant, and equipment over their estimated useful lives for the date on which they become fully operational and after taking into account their estimated residual values (salvage value), using the straight-line method, at the following rates per year:

 

	Equipment	Straight-line for 5 to 20 years with a 3% salvage value
	Building	Straight-line for 20 years with a 5% salvage value

 

 

China Health Resource, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

The Company recognizes an impairment loss on property, plant, and equipment when evidence, such as the sum of expected future cash flows (undiscounted and without interest charges), indicates that future operations will not produce sufficient revenue to cover the related future costs, including depreciation, and when the carrying amount of the asset cannot be realized through sale.  Measurement of the impairment loss is based on the fair value of the assets.

 

(m)

Income Taxes

 

Income taxes are provided in accordance with Statement of Financial Accounting Standards (SFAS) No. 109 (FASB ASC 740), “Accounting for Income Taxes.”  A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards.

 

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, and some portion or the entire deferred tax asset will not be realized.  Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

 

(n)

Earnings (Loss) Per Common Share

 

Basic earnings (loss) per share are computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period.  Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period.  

 

(o)

Fair Value of Financial Instruments

 

The carrying amounts reported in the consolidated balance sheet for cash, accounts receivable, accounts payable, and loans payable approximate fair value based on the short-term maturity of these instruments.  The carrying value of the Company’s long-term debt approximated its fair value based on the current market conditions for similar debt instruments.

 

(p)

Impairment of Long-Lived Assets

 

The Company evaluated the recoverability of its property and equipment, and other assets in accordance with Statements of Financial Accounting Standards (SFAS) No. 121, “Accounting for the Impairment of Long-Lived Assets to be Disposed of,” which requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to such assets or the business to which such intangible assets relate.

 

 

China Health Resource, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

(q)

Stock-Based Compensation

 

Employee stock-based compensation is accounted for in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and the FASB interpretations thereof. Pursuant to those accounting pronouncements, compensation is recorded for share options granted to employees at the date of grant based on the difference between the exercise price of the options and the market value of the underlying shares at that date. Due to the terms of the grants, the fair value of the compensation in accordance with SFAS No. 123R, "Accounting for Stock-Based Compensation" approximates the values computed in accordance with APB No. 25. Stock-based compensation to non-employees is accounted for in accordance with SFAS No. 123R. Under both accounting pronouncements, as part of the necessary computations, management is required to estimate the fair value of the underlying shares. Fair value has generally been determined by management, as the price at which the Company's shares were issued at the most recent prior placement of the Company's Common Stock. Since the Company was approved for listing on the Over the Counter Bulletin Board - fair value is determined according to stock market price. The timing of the grant and measurement of stock-based awards will not have a material effect on the Company's results of operations and financial position.  Since no stock-based awards exist.

 

(r)

Subsequent Events

 

SFAS No. 165 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“subsequent events”). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the financial statements are issued. SFAS No. 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company. SFAS No. 165 became effective for interim or annual periods ending after June 15, 2009 and did not impact the Company’s financial statements. The Company evaluated for subsequent events through the issuance date of the Company’s financial statements.

 

(s)

Recently Issued Accounting Pronouncements

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated results of its operations.

 

In May 2011, FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”).  ASU 2011-04 changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively.  The Company anticipates that the adoption of this standard will not materially expand its financial statement note disclosures.

 

 

China Health Resource, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

In June 2011, FASB issued ASU No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income” (“ASU 2011-05”), which amends current comprehensive income guidance.  This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity.  Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements.  ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011, with early adoption permitted.  The Company is reviewing ASU 2011-05 to ascertain its impact on the Company’s financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.

 

In September 2011, the FASB issued ASU 2011-08 which provides an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test for goodwill impairment.  If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required.  Otherwise, no further testing is required. The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.   We do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.

 

In December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, we do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.

 

In July 2012, the FASB issued ASU No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment”. The guidance allows companies to perform a “qualitative” assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the goodwill impairment test.

 

ASU 2012-02 allows companies the option to first assess qualitatively whether it is more likely than not that an indefinite-lived intangible asset is impaired, before determining whether it is necessary to perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired. Companies can choose to perform the qualitative assessment on none, some, or all of its indefinite-lived intangible assets or choose to only perform the quantitative impairment test for any indefinite-lived intangible in any period.

 

 

China Health Resource, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company is in the process of evaluating the guidance and the impact ASU 2012-02 will have on its consolidated financial statements.

 

In August 2012, the FASB issued ASU 2012-03, Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (“SAB”) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010 in ASU No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

 

In October 2012, FASB issued ASU 2012-04, Technical Corrections and Improvements in ASU No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

 

Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material to the Company.

 

3.

Supplemental Cash Flow Information

 

Supplemental disclosures of cash flow information for the period ended March 31, 2013 and 2012 are summarized as follows:

 

Cash paid during the period ended March 31, 2013 and 2012 for interest and income taxes:

 

		March 31, 2013				March 31, 2012
Income Taxes		$	-			$	-
Interest		$	95,606			$	22,266

 

  

China Health Resource, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

4.

ACCOUNTS RECEIVABLE

 

The majority of the Company’s sales are on open credit terms and in accordance with terms specified in the contracts governing the relevant transactions. Accounts receivable as of March 31, 2013 and December 31, 2012 consist of the following:

 

		March 31, 2013				December 31 , 2012
Accounts receivable, gross		$	6,687,498			$	6,036,252
Less: allowance for doubtful accounts			-				-
Account receivable, net		$	6,687,498			$	6,036,252

 

All Accounts receivables are aging within 30 days. No provision of bad debt was accrued as of year-end.

 

5.

ADVANCES TO SUPPLIERS

 

Due to the high demand of DAR product, the company advances money to third party suppliers to secure more DAR supply. These advances bear no interest and will be applied as the payment when purchases are received. The balance of advances to suppliers as of March 31, 2013 and December 31, 2012 are $4,208,243 and $4,291,635, respectively.

 

6.

PREPAYMENT FOR LAND USAGE

 

In November 2011, the company entered land usage agreement with 12 local village unions for future raw material DAR production. Prepayment for land usage as of March 31, 2013 and December 31, 2012 consist of the following:

 

		March 31, 2013				December 31 , 2012
DAR production villages		$	3,539,399			$	3,520,020
Total		$	3,539,399			$	3,520,020

 

7.

DEFERRED INVENTORY COSTS

 

The deferred inventory costs represented prepayment to suppliers for future inventory delivery. As of March 31, 2013 and December 31, 2012, the balances of deferred inventory costs are $8,014,620 and $8,253,292 respectively. These costs will be transferred to inventories at the time of inventory delivery.

 

8.

INVENTORY

 

Inventories as of March 31, 2013 and December 31, 2012 consist of the following:

 

		March 31, 2013				December 31 , 2012
Raw Materials		$	1,759,099			$	1,648,759
Low Value Consumables			-				-
Finished Goods		$	1,759,099			$	1,648,759

 

 

China Health Resource, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

As of March 31, 2013 and December 31, 2012, no provision for obsolete inventories was recorded by the Company. The large amount of raw material are due to more TCM business started, larger volume demand of DAR, and higher purchasing than previous year. The company has largely increased its inventory in current period to take advantage of the increasing market demand. Low value consumables are the materials for the process of finished goods. Due to the different outsourcing process adopted for the same period in 2012, the processing party is having all the materials and processing cost in its total fees. The finished goods, Bailing Capsules, had been changed to process by order due to the upgrade of the sales strategy.

 

9.

PROPERTY, PLANT AND EQUIPMENT, NET

 

Property, plant and equipment, net as of March 31, 2013 and December 31, 2012 consists of the following:

 

		March 31, 2013				December 31 , 2012
Property, Plant and Equipment		$	1,065,392			$	1,039,950
Less: accumulated depreciation			(269,837	)			(253,853	)
Property, Plant and Equipment, net		$	795,556			$	786,097

 

10.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accounts payable and accrued liabilities as of March 31, 2013 and December 31, 2012 consist of the following:

 

		March 31, 2013				December 31 , 2012
Accounts payable		$	3,041,273			$	2,984,811
Accrued liabilities			2,717,233				2,681,175
Total accounts payable and accrued liabilities		$	5,758,506			$	5,665,986

 

Accrued liabilities include accrued wage payable, accrued welfare payable, other taxes payable, and receipt in advance.

 

 

China Health Resource, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

11.

OTHER PAYABLE

 

As of March 31, 2013 and December 31, 2012, other payable consist of the following:

 

		March 31, 2013				December 31 , 2012
Labor Union Fee		$	11,851			$	10,907
Pension Fund			17,434				28,337
Social Insurance			90,671				90,175
Risk Fund			160				159
Other			301,063				197,203
Total		$	421,719			$	326,781

 

12.

NOTES PAYABLE – CURRENT

 

As of March 31, 2013 and December 31, 2012, notes payable consist of the following:

 

		March 31, 2013				December 31, 2012
Short-Term Loan (See Note 13)			5,425,590				5,395,883
Total		$	5,425,590			$	5,395,883

 

13.

SHORT TERM LOAN

 

As of March 31, 2013 and December 31, 2012, short term loan consist of the following:

 

Name		Due Date		Interest Rate				March 31, 2013				December 31, 2012
Wang Li		10/1/2013			24	%		$	319,152			$	317,405
Wang Lijun		05/13/2014			24	%			319,152				317,405
SPD Bank		07/12/2013			6.48	%			1,595,762				1,587,024
SPD Bank		09/18/2013			6.6	%			1,595,762				1,587,024
SPD Bank		08/16/2013			6.6	%			1,595,762				1,587,024
Total								$	5,425,590			$	5,395,883

 

1)

The loan provided by Wang Li was guaranteed by the CEO Mr. Jiayin’s Wang’s and Mrs. Sulan Deng’s household assets.

 

2)

The loan provided by Wang Lijun was guaranteed by the CEO Mr. Jiayin’s Wang’s and Mrs. Sulan Deng’s household assets.

 

 

China Health Resource, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

14.

INCOME TAXES

 

The Company conducts all its operating business through its subsidiaries in China. The subsidiaries are governed by the income tax laws of the PRC and do not have any deferred tax assets or deferred tax liabilities under the income tax laws of the PRC because there are no temporary differences between financial statement carrying amounts and the tax bases of existing assets and liabilities. The Company by itself does not have any business operating activities in the United States and is therefore not subject to United States income tax.

 

The Company’s subsidiaries are governed by the Income Tax Law of the People’s Republic of China (PRC) concerning Foreign Investment Enterprises and Foreign Enterprises and various local income tax laws (the Income Tax Laws). Beginning January 1, 2008, the new Enterprise Income Tax (“EIT”) law has replaced the previous laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of 25% has replaced the 33% rate previously applicable to both DEs and FIEs.

 

Prior to 2008, under the Chinese Income Tax Laws, FIEs generally were subject to an income tax at an effective rate of 33% (30% state income taxes plus 3% local income taxes) on income as reported in their statutory financial statements after appropriate tax adjustments unless the enterprise was located in specially designated regions for which more favorable effective tax rates apply. Beginning January 1, 2008, China has unified the corporate income tax rate on foreign invested enterprises and domestic enterprises. The unified corporate income tax rate is 25%.

 

The Company generated substantially its net income from its PRC operation and has recorded income tax provision for the year ended March 31, 2013 and December 31, 2012.

 

The components of (loss) income before income taxes separating U.S. and PRC operations are as follows:

 

		March 31, 2013				March 31, 2012
Loss subject to U.S. operation		$	(8,000	)		$	(17,458	)
Income (loss) subject to PRC operation			(56,028	)			1,778,675
Income (loss) before income taxes		$	(64,028	)		$	1,761,217

 

United States of America

 

The Company is registered in the State of Delaware and is subject to United States of America tax law.

 

For the period ended March 31, 2013, the U.S. operation had $8,000 of net operating losses available for federal tax purposes, which are available to offset future taxable income.  The net operating loss carry forwards begin to expire in 2030.  The Company has provided for a full valuation allowance for any future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

 

 

China Health Resource, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

The PRC

The reconciliation of income tax rate to the effective income tax rate based on income before income taxes stated in the consolidated statement of operations for period ended March 31, 2013 and 2012 is as follows:

 

		March 31, 2013				March 31, 2012
Income (loss) before income taxes			(56,028	)			1,778,675
Non-taxable deductions
Taxable income(Loss)		$	-			$	1,778,675
Statutory income tax rate			25	%			25	%
			-				444,669
Expenses not deductible for tax purposes:
- Provisions							18
Income tax expense		$	-			$	444,687

 

The following table reconciles the U.S. statutory rate to the Company’s effective tax rate:

 

		March 31, 2013				March 31, 2012
U.S. Statutory rate			34	%			34	%
Foreign income not recognized in USA			(34	)			(34	)
China income taxes			25				25
Total provision for income taxes			25	%			25	%

 

 

China Health Resource, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

The Company applies FASB ASC 740-10, “Accounting for Income Taxes”, which requires recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consist of taxes currently due plus deferred taxes. Because the Company has no operations within the United States, there is no provision for US income taxes and there are no deferred tax amounts as of the period ended March 31, 2013 and December 31, 2012.

 

The charge for taxation is based on the results for the period as adjusted for items that are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxes are accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized.

 

Deferred taxes are calculated at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred taxes are charged or credited in the income statement, except when they relate to items credited or charged directly to equity, in which case the deferred taxes are also recorded in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. The Company adopted FASB Interpretation 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), as of January 1, 2007. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption of FIN 48 had no effect on the Company’s financial statements.

 

15.

MAJOR CUSTOMER/VENDOR AND CONCENTRATION

 

(a)

Sale breakdown

 

For the year period ended March 31, 2012, 100% of the Company’s assets were located in the PRC and 100% of the Company’s revenues were derived from customers located in the PRC.

 

All customers are all non-related parties, mostly located in Sichuan province or southern China. The sole business relationship with Yinfa is to purchase raw DAR, other TCM, or Yishen Capsule. For the year period ended March 31, 80% of the total revenue is contributed by DAR, 20% of the total revenue is contributed by other TCM, and none of total revenue is contributed by Yishen Capsule.

 

 

China Health Resource, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

(b)

Credit risk

 

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and trade accounts receivable. The Company performs ongoing credit evaluations of its customers' financial condition, but does not require collateral to support such receivables.

 

16.

Stockholders’ equity

 

Effective August 20, 2010, the Company’s Board of Directors appointed Mr. Jiayin Wang Chief Executive Officer of the Company. The Board of Directors has approved the following compensation for Mr. Wang in his capacity as the Company’s Chief Executive Officer:  

 

(a)

No annual base salary will be paid until such time as the Company achieves $1,000,000 in annual net income, whereupon Mr. Wang will receive an annual base salary of based upon the Company’s market capitalization and fair market rate of a public company chief executive officer;

 

(b)

A signing bonus totaling $50,000, payable on August 20, 2010 in shares of the Company's Class A common stock (the "Common Stock") based on a price per share of $0.00782, the average of the closing prices of the Common Stock as quoted on the OTC Bulletin Board for the five (5) trading days ending on such date.  Mr. Wang received 6,393,862 shares of Common Stock as a signing bonus which shares are not registered under the U.S. Securities Act of 1933, as amended (the "1933 Act");

 

(c)

A grant of stock options to purchase 6,000,000 shares of Common Stock at an exercise price of $0.02 per share, vesting over 18 months in equal monthly installments. The stock options were granted pursuant to the Company’s 2009 Omnibus Incentive Plan and have a grant date of August 20, 2010; and

 

(d)

Performance bonuses payable in shares of the Common Stock (which shares will not registered under the 1933 Act) based upon milestones and terms as follows:

 

i.

If the Company achieves $500,000 in net income for the three-month period ended September 30, 2010 as shown in the Company's financial statements contained in the Quarterly Report on Form 10-Q for such period, Mr. Wang will receive a bonus of $40,000 payable in shares of Common Stock valued at $0.02 per share.

 

ii.

If the Company achieves $1,000,000 in net income for the six-month period ended December 31, 2010, Mr. Wang will receive a bonus of $100,000 payable in shares of Common Stock valued at $0.05 per share.

 

iii.

If the Company achieves $1,500,000 in net income for the nine-month period ended March  31, 2011, Mr. Wang will receive a bonus of $160,000 payable in shares of Common Stock valued at $0.08 per share.

 

 

China Health Resource, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

Mr. Wang will also be eligible to receive periodic stock grants and participate in the Company's incentive plans and benefit plans for which he is eligible.

  

In recognition of Mr. Wang's contributions to the Company's achievement of various corporate and financial milestones, effective August 20, 2010, the Board of Directors approved a bonus for Mr. Wang in the amount of $88,000 payable in shares of Common Stock based on a price per share of $0.00782, the average of the closing prices of the Common Stock as quoted on the OTC Bulletin Board for the five (5) trading days ending on such date.  Mr. Wang received 11,253,197 shares of Common Stock that are not registered under the 1933 Act under this bonus.

 

For the year ended December 31, 2010, total 17,647,059 shares of Common Stock in amount of $138,000 was issued and recognized as share-based compensation. $7,958 was recognized as option expenses for vested option as of December 31, 2010. The company has also accrued $140,000 expenses relating to CEO’s performance bonus as of December 31, 2010.

 

On July 15, 2011, the Company issued 6,000,000 shares of common stock to Jiayin Wang to settle his performance bonuses payable accrued pursuant to his employment offer letter signed August 20, 2010 (see above (d) i, ii, and iii). Jiayin Wang has achieved the milestones pursuant to the employment offer letter and therefore was awarded accordingly.

 

On October 30, 2011, the Company entered an investment banking service agreement with a third party and issued 1,500,000 shares of comment stock for the service rendered. These common stocks were valued and recorded at market price ($0.02 per share) at the issuance.

 

For the year ended December 31, 2011, the company recognized $31,831 as option expenses for vested option (see above (c)).

 

For the year ended December 31, 2011, the company recognized $30,063 imputed interest expense from non-interest bearing shareholder’s loan (see note 10) as additional paid-in capital from shareholder.

 

For the year ended December 31, 2012, the company recognized $7,985 as option expenses for vested option (see above (c)).

 

17.

COMMITMENT AND CONTINGENCIES

 

On November 3, 2011, the Company’s wholly owned subsidiary Suining Yinfa DAR Industrial Co, Ltd. received 7 separated purchasing letters of intent totaling of over 7.5 million USD with the time period from November 4, 2011 to November 3, 2012

 

 

China Health Resource, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

For the three months ended March 31, 2013 and 2012

(Expressed in USD)

 

The Company rented land (note 6) and warehouse space under a non-cancelable operating lease agreement.  Based on the current rental lease agreement, the future five years minimum rental payments required as of December 31 are as follows:

 

Year ended December 31		Lease payment
2013			1,765,346
2014			1,770,642
2015			1,775,954
2016			1,781,282
2017			1,786,626
Total			8,879,850

 

  

Item 2.

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

 

The following discussion and analysis of the results of operations and financial condition of the Company should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

 

Forward Looking Statements

 

Certain statements in this report, including statements of our expectations, intentions, plans and beliefs, including those contained in or implied by “Management's Discussion and Analysis of Financial Condition and Results of Operations” and the Notes to Consolidated Financial Statements, are “forward-looking statements”, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to certain events, risks and uncertainties that may be outside our control.  

 

The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “will”, and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements. These forward-looking statements include statements of management's plans and objectives for our future operations and statements of future economic performance, information regarding our expansion and possible results from expansion, our expected growth, our capital budget and future capital requirements, the availability of funds and our ability to meet future capital needs, and the assumptions described in this report underlying such forward-looking statements. Actual results and developments could differ materially from those expressed in or implied by such statements due to a number of factors, including, without limitation, those described in the context of such forward-looking statements, our expansion and acquisition strategy, our ability to achieve operating efficiencies, our ability to successfully develop, manufacture and deliver Dahurian Angelica Root and related products on a timely basis and in the prescribed condition, evolving standards in the Traditional Chinese Medicine industry, domestic and international regulatory matters, general economic and business conditions, the strength and financial resources of our competitors, our ability to raise sufficient capital in order to effectuate our business plan, our ability to find and retain skilled personnel and key executives, the political and economic climate in which we conduct operations and the risk factors described from time to time in our other documents and reports filed with the Securities and Exchange Commission (the “Commission”).

 

COMPANY OVERVIEW

 

General

 

We were incorporated in the State of Delaware on February 26, 2002. In June and July 2002, we acquired approximately 99% of the outstanding shares of Voice Diary Ltd., an Israeli corporation (“VDL”), through an exchange of shares of the Company with shareholders of VDL. On June 13, 2006, we, as the acquirer, executed a Plan of Exchange with Yinfa (acquiree), the shareholders of Yinfa and the Company’s then majority shareholders, pursuant to which we issued 30,000,000 (pre-forward split) new shares of our Class A Common Stock to the Yinfa shareholders in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, in reliance upon Regulation S thereunder, in exchange for all of their shares of registered capital of Yinfa. As a result, Yinfa became our wholly-owned subsidiary. Yinfa was founded on April 24, 2001, with registered capital of US $125,500 (RMB 1,000,000) and total assets of US $1,475,795. Yinfa’s business incorporates a self-owned production base and a network of DAR (as defined below) associates, farmers and research and development affiliates. The transaction was treated for accounting purposes as a capital transaction and recapitalization by the accounting acquirer and as a re-organization by the accounting acquiree. We disposed of VDL on August 22, 2006 pursuant to the agreement between the Company, VDL and Arie Hinkis, our former president. On May 21, 2007, we changed our name to China Health Resource, Inc. to more accurately reflect our business operations. In 2011, Yinfa had invested 95,223 USD (600,000 RMB) to establish an agricultural planting business entity called Suining Yinfa DAR Planting Co, Ltd. (“Yinfa DAR Planting”). Yinfa DAR Planting is in process of obtaining business approval and certificate from different government departments, and no business activity has occurred.

 

 

We are engaged in the production, manufacturing and distribution in China of herbal pharmaceuticals based on traditional Chinese medicine, which we refer to herein as Traditional Chinese Medicine, or TCM. We are based in the city of Suining, Sichuan Province, China and our operations are exclusively in China. Our subsidiary Yinfa is a Chinese pharmaceutical company focused on producing, processing and commercializing TCM products to pharmaceutical manufacturers and wholesale markets. 

 

Our products include Dahurian Angelica Root (“DAR”) which is a popular herb employed extensively as an ingredient in food, medicine and cosmetics for the treatment of pain, swelling and pustule. Our products are developed through extensive research and development efforts to determine effective uses for the plants grown under our control and cultivated in areas where unique local climates and soil properties result in the finest quality.

 

We obtained Good Agricultural Practice (“GAP”) certification for our DAR products and received the exclusive rights to the “Sichuan Angelica” certified trademark from the Chinese State Administration of Industry and Commerce through December 13, 2016.

 

Our Business

 

Our core business is herbal pharmaceuticals and supplements based upon TCM. Our subsidiary Yinfa is a Chinese pharmaceutical company focused on producing, processing and commercializing TCM products to pharmaceutical manufacturers and wholesale markets.  Our products include DAR, which is a popular herb employed extensively as an ingredient in food, medicine and cosmetics for the treatment of pain, swelling and pustule. Our products are developed through extensive research and development efforts to determine effective uses for the plants grown under our control and cultivated in areas where unique local climates and soil properties result in the finest quality.

 

In year 2006, we obtained GAP certification for DAR, in partnership with Sichuan Yinfa Resource Development Group Co. Ltd., (“Yinfa Resource”).  The standards which must be met to obtain GAP certification include the study of our environment quality including water, and soil samples, seed quality, use of pesticides and use of fertilizers. These standards were approved by the Chinese State Food and Drug Administration (the “SFDA”).  Our GAP farm production base includes approximately 133,334 square meters of experimental planting fields, and 1,333,340 square meters of contracted farm production bases, all of which passed inspection by the SFDA on February 26, 2006.  The GAP standards are inspected annually. The GAP certificate has been issued in name of our partner, Yinfa Resource.  Our exclusive GAP certification for DAR demonstrates the high quality standards of our DAR and DAR-related products.

 

In 2007, the Company achieved cooperation with the Sichuan Province Suining City DAR Association (“Association”) and received the exclusive rights to the “Sichuan Angelica” certified trademark from the Chinese State Administration of Industry and Commerce through December 13, 2016. As holder of the rights to the trademark, the Company is receives a management fee of 1RMB (or approximately US $0.14) per kilogram of DAR (including packaging fees) from any user of the trademark, of which 60% may be used by Yinfa for further development and investment of its DAR business and the remaining 40% is paid for related expenses.  In addition, the Company receives 100% of the revenue stream from the use of the DAR trademark through December 13, 2016 and 95% of the revenue stream thereafter. There are approximately 235 regional certification trademarks in China, including 65 for natural resources, of which over 20 are for natural herb resources. In addition to the DAR Association, in 2010, Yinfa received the exclusive license to use and manage the “Sichuan Angelica” trademark by the General Administration of Quality Supervision, Inspection and Quarantine of People’s Republic of China.

 

Currently, raw DAR in both its original root form and processed form (both sliced and powder) is one of our major products and it is sold to pharmaceutical manufacturers (80%) or wholesalers (20%). Our DAR-related product offerings also include Yisheng Capsule, which has been certified by the SFDA and sold to regional distributors throughout China to treat fatigue by improving blood circulation. It increases oxygen levels in regions of the body that do not get an adequate supply. Fatigue in the workplace costs $136B per year in health-related lost productivity according to a report in the Journal of Occupational and Environmental Medicine. (February 2012 - Volume 54 - Issue 2 - P231 - 258)

 

In addition, in 2011 the Company has added Rhizoma Gastrodia (“Gastrodia”) along with various other raw TCM products to the Company’s product offering. Gastrodia, along with various other raw TCM products are sold to pharmaceutical manufacturers (80%) or wholesalers (20%). With the expansion of TCM to markets in the United States and other countries, we expect to continue to identify unique TCM products of the highest quality to add to our markets.

 

  

The company’s TCM migraine medication called Toufeng Migraine tablet.  Results released in 2012 demonstrated an effective rate of 96.5% in clinical observations.  The new product was developed utilizing the company's proprietary DAR as one the key ingredients and, unlike most current treatments, it is not merely a pain killer and thus avoids the serious side effects and risk of dependency or addiction. The company is now moving forward with the approval process world-wide and is working to develop and expand commercialization through strategic partnerships.

 

We believe our business model will help facilitate the process of growing and commercializing all of our products with through research and development of added uses of our products in a range of foods, medicines and cosmetics to increase our revenues and enhance shareholder value. These opportunities may include, but are not limited to, acquisitions or licensing of additional products in synergistic or complementary industries.

 

Seasonality

 

The planting of DAR is subject to seasonal fluctuations. DAR is planted during the winter months and is suitable for harvest in the summer. The prime season for harvest is typically from July through November, subject to climate conditions. As a result, we typically enter into contracts with farmers during the first quarter of the fiscal year for the purchase of raw DAR, and purchase raw DAR from farmers during the third and forth quarters. We then process the harvested DAR and sell products to our customers throughout the year. Therefore, our revenues occur throughout the year. 

 

Revenue recognition

 

Our revenue recognition policies are in accordance with Staff Accounting Bulletin No. 104. Sales revenue is recognized when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable, and (iv) the ability to collect is reasonably assured. These criteria are generally satisfied at the time of shipment when risk of loss and title passes to the customer.

 

We recognize revenue when the goods are delivered and title has passed. Sales revenue represents the invoiced value of goods, net of a value-added tax (“VAT”). All of our products that are sold in the PRC are subject to a Chinese value-added tax at a rate of 17% of the gross sales price or at a rate approved by the Chinese local government. This VAT may be offset by the VAT paid by us on raw materials and other materials included in the cost of producing their finished product.

 

Accounts Receivable

 

Accounts receivable are recorded at the invoiced amount and do not bear interest. We generally extend unsecured credit up to three months to our customers in the ordinary course of business and mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on management’s assessment of known requirements, such as aging of receivables, payment history, the customer's current creditworthiness, and the economic environment. When a specific account receivable balance is deemed uncollectible, a charge is taken to the statement of income. Recoveries of balances previously written off are reflected as income in the statement of income.

 

Inventory

 

Inventory includes raw material, package material, low-value consumables and merchandise. We have adopted a perpetual inventory system and inventories are recorded at actual cost. Raw material, package material and merchandise are priced at cost upon acquisition, and with the weighted average method upon issuance and shipment. Low-value consumables are amortized at 50% of the amount upon application and amortized an additional 50% upon obsolescence.

 

Property, Plant, and Equipment

 

Property, plant, and equipment are recorded at cost, less accumulated depreciation and impairment. Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of property, plant, and equipment, are expensed as incurred. The cost and related accumulated depreciation, applicable to sold or no longer in service property, plant, and equipment, are eliminated from the accounts and any gain or loss is included in the statement of operations.

 

 

 

Depreciation is calculated to write-off the cost or basis of the property, plant, and equipment over their estimated useful lives for the date on which they become fully operational and after taking into account their estimated residual values (salvage value), using the straight-line method, at the following rates per year:

 

Equipment:	Straight-line for 5 to 20 years with a 0% salvage value
Building:	Straight-line for 20 years with a 5% salvage value
Useful life of land	Straight-line for 15 years with a 5% salvage value

 

We recognize an impairment loss on property, plant, and equipment when evidence, such as the sum of expected future cash flows (undiscounted and without interest charges), indicates that future operations will not produce sufficient revenue to cover the related future costs, including depreciation, and when the carrying amount of the asset cannot be realized through sale. Measurement of the impairment loss is based on the fair value of the assets.

 

Use of Estimates

 

The preparation of financial statements in conformity 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. Actual results may differ from those estimates.

 

Foreign Currency Transaction

 

We maintain our books and accounting records in RMB, which is determined as the functional currency. Transactions denominated in currencies other than RMB are translated into RMB at the exchange rates quoted by the People’s Bank of China (“PBOC”) prevailing at the date of the transactions. Monetary assets and liabilities denominated in currencies other than RMB are translated into RMB using the applicable exchange rates quoted by the PBOC at the balance sheet dates. Gain and losses resulting from foreign currency transactions are included in operations.

 

Our financial statements are translated into USD, which is our reporting currency. Assets and liabilities are translated at the prevailing exchange rate at each reporting period end. Contributed capital accounts are translated using the historical rate of exchange when capital is injected. Income and expense accounts are translated at the average rate of exchange during the reporting period. Translation adjustments resulting from translation of these financial statements are reflected as other comprehensive income in the statements of operations and accumulated other comprehensive income in the statements of changes in shareholders' equity.

 

The translation rates are as follows:

 

		March 31 2013			March 31 2012
Items in statements of income and cash flows		6.2771RMB = $1			6.3083RMB = $1
for the three months ended		6.2666RMB = $1			6.2943RMB = $1

 

Recently Accounting Pronouncements

 

In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.”  This ASU does not change the current requirements for reporting net income or other comprehensive income in financial statements.  However, this guidance requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component.  In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period.  For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts.  For public entities, the guidance is effective prospectively for reporting periods beginning after December 15, 2012.  For nonpublic entities, the guidance is effective prospectively for reporting periods beginning after December 15, 2013.  Early adoption is permitted.  The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

 

  

Significant Factors Affecting Our Results of Operation

 

We believe that the following factors will continue to affect our financial performance:

 

Price Control of Drugs by PRC Government and SDRC

 

The State Development and Reform Commission of the PRC (“SDRC”) and the price administration bureaus of the relevant provinces of the PRC in which the pharmaceutical products are manufactured are responsible for the retail price control over our pharmaceutical products. The SDRC sets the price ceilings for certain pharmaceutical products in the PRC. All of our products except those under the protection periods are subject to such price controls and could affect our future revenue growth. However, due to the direct support of TCM by the Chinese government, China’s immense market, and our protected drugs, we are optimistic regarding our continuous growth potential for TCM in China.

 

Principal Components of Our Income Statement

 

Sales

 

Our sales are derived from sales of our products net of value-added taxes.  The most significant factors that affect our sales are shipment volume and average selling prices.  Our collection practices vary from customer to customer, they consist of (i) cash payment on delivery for small orders and new customer and (ii) credit for 30 days to 90 days to our established regular customers who have long term cooperative relationship.

 

Cost of sales

 

Our cost of sales primarily consists of direct material costs, and direct labor costs and manufacturing overhead costs. Direct material costs generally accounted for the majority of our cost of sales.

 

Gross Profit

 

Our gross profit of our TCM products is affected primarily by the cost of raw materials, which is defined with reference to the cost of DAR.  We are also able to price our TCM products based on the market price for materials plus mark-up, which is essentially our gross profit.

 

Operating expenses

 

Our operating expenses consist of selling, general and administrative expenses including research and development expenses.

 

Selling, General, and Administrative, Interest and other expenses

 

Our selling expenses include shipping expenses, salaries and traveling expenses for our sales personnel.  Our general and administrative expenses include administrative staff costs and other benefits, depreciation of office equipment, professional service fees, research and development expenditures and other miscellaneous expenses related to our administrative activities.

 

Our sales activities are conducted through direct selling by our internal sales staff.  Because of the strong demand for our products and continuing improvement on efficiency, it is not necessary for us to add sales forces to start to aggressively market and distribute our products. Our selling expenses have been relatively small as a percentage of our revenues.

 

 

With the anticipated expansion of business, we anticipate the absolute dollars of selling, and administrative expenses will increase. But comparing to the stronger growth of business, we estimate they will still account for a similar percentage against revenues to the present.

 

Other comprehensive income

 

Other comprehensive income reflects foreign currency translation adjustment according to our accounting policies.

 

Three Months Ended March 31, 2013 Compared to the Three Months Ended March 31, 2012

 

Balance Sheet

 

Our total assets increased by US $216,515 for the three months month ending March 31, 2013 to US $26,047,719 from December 31, 2012 which were US $25,831,204. Total liabilities increased by US 202,644 to US $12,652,310 for the three months period ended March 31, 2013 from US $ 12,449,666 as of December 31, 2012. Those changes are principally due to an increase of cash and cash equivalents, accounts receivable, prepaid expenses, inventory, accounts payable, short term loan payable, taxes payable.

 

		March 31, 2013 (USD)				December 31, 2012 (Audited) (USD)
Balance Sheet
Total Assets		$	26,047,719			$	25,831,204
Total Liabilities			12,652,310				12,449,666
Net Assets		$	13,395,409			$	13,381,538

 

Results of Operations

 

The following table presents the unaudited consolidated results of operations of the Company for the three months ended March 31, 2013 as compared to the results of operations for the three months ended March 31, 2012.

 

		For the Three Months Ended  March 31 (USD)
		2013				2012
Revenue		$	1,230,066			$	8,955,361
Cost of Sales			968,276				6,972,090
Gross Profit			261,790				1,983,271
Selling, General, and Administrative			230,207				199,805
Interest Expenses			95,606				22,248
Total Operating Expenses			325,813				222,053
Operating Income(Loss)			(64,023	)			1,761,218
Other Income(expenses)			(5	)			(1	)
Provision(Credit) Income Tax			-				444,687
Net Income (Loss)			(64,028	)			1,316,53
Other Comprehensive Income			77,898				15,988
Total comprehensive income (Loss)		$	13,870			$	1,332,518

 

Revenues

 

Our revenues for the three months ended March 31, 2013 were US $ 1,230,066, a decrease of 86% over revenues of US $8,955,361 for the three months ended March 31, 2012. The decrease in sales revenues was due primarily to the decrease in demand for non-branded raw products and the Yishen capsule. This reduction in sales is within a broader slowdown in demand for China’s TCM market. Management considers the long term trend remains intact but the softening of China’s market has had an effect in our sales. This softening in demand contributed to a significant reduction in the volume of sales in raw TCM herbs and Yinshen capsules. The company also faced in period an increase in competition of non-branded products and in particular for raw non-branded products. Our sales arrangements are not subject to any warranties. In this period, TCM prices including DAR retail prices decreased due to the macro TCM market condition.  

 

  

Cost of Sales; Gross Profit

 

Cost of sales are expenses directly related to manufacturing and selling our products, including costs of raw materials purchased from farmers, product delivery and direct labor cost. The cost of sales for the three months ended March 31, 2013 were US $ 968,276, representing a decrease of 86% over the cost of sales of US $ 6,972,090 for the three months ended March 31, 2012. The decreased costs of sales and comparatively lower gross profit rate were principally due to the decline in demand of products and increase in the price of other raw materials.

 

Gross profit for the three months ended March 31, 2013 decreased by approximately 86.8% to US $ 261,790 from US $1,983,271 for the three months ended March 31, 2012. Gross profit margin for the three months ended March 31, 2013 was 21.3% compared to 22.1% for the three months ended March 31, 201. The decrease in profit margin was mainly attributed to the reduction in the gross margin derived from the decline in demand of products and the increase in relative mix of sales of lower profit margin products.

 

Operating Expenses

 

The operating expenses for the three months ended March 31, 2013 were US $325,813, representing an increase of 46.7% over operating expenses of US $222,053 for the three months ended March 31, 2012.  The largest component of operating expenses is attributable to selling, general and administrative (“SG&A”) expense consisting primarily of administrative expenses. The SG&A expenses for the three months ended March 31, 2013 were US $ 230,207, representing an increase of 15% over SG&A expenses of US $199,805 for the three months ended March 31, 2012. The increase is primarily due to an increase in wages, welfares and consulting fees in first quarter in 2013, comparing to the same period in 2012.

 

Other Income/Expense

We recorded other expenses of US $5 attributable to the refund of rental of store. The interest costs for the three months ended March 31, 2013 were US $ 95,606, representing an increase of 3.3times over interest costs of US $ 22,248 for the three months ended March 31, 2012, because the company had more loans than it had in March 31, 2012.

 

Other Comprehensive Income/Loss

 

For the three months ended March 31, 2013, we had a total other comprehensive income of US $ 77,898, compared to other comprehensive income of US $ 15,988 for the three months ended March 31, 2012. The change in total other comprehensive income (loss) was due primarily related to foreign currency translation between RMB and USD.

 

Impact of Inflation

 

We believe that inflation has had a negligible effect on operations for the three months ended March 31, 2013. The inflation rate in the Sichuan Province has been lower than the average national inflation rate for China. In the first quarter of 2013, the TCM market inflation was relatively in a stable condition.

 

Taxes

 

According to the Corporate Income Tax Law of China, companies without any tax abatement programs are charged at a 25% income tax rate. There is no credit for income tax for the three months ended March 31, 2013 while income tax of for the three months ended March 31, 2012 were US $444,687.

 

Net Income/Loss

 

We had net loss for the three months ended March 31, 2013 of US $64,028, while net income for the three months ended March 31, 2012 of were US $1,316,530. The decrease in our net income for the period ended March 31, 2013 is attributable principally to an increased cost of operation, cost of good combined with the reduction in sales especially in the non-branded TCM raw products. However the company believes through advertisement, an increase in awareness, along with focus on branded product net income can be increased. We are working to strengthen our internal management processes and to grow our sales revenues by expanding our product line, while maintaining an efficient cost structure. However, there can be no assurance that we will achieve or maintain continuing profitability, or that revenue growth will continue in the future.

 

  

Liquidity and Capital Resources

 

Liquidity is the ability of a company to generate adequate amounts of cash to meet its needs for cash. As of March 31, 2013, we had cash and cash equivalents of $1,043,304, substantially almost all of which is located in financial institutions in China. The following table provides detailed information about our net cash flow for financial statement periods presented in this report:

 

Summary of Cash Flow Statements (USD)

 

		For the three months ended
		March 31
		2013				2012
		Unaudited				Unaudited
Net cash provided by operating activities		$	(236,262	)		$	1,316,530
Net cash used in investing activities			(22,273	)			-
Net cash provided by financing activities			-				(475,564	)
Effect of foreign currency translation on cash and cash equivalents			6,690				1,218
Net increase (decrease) in cash and cash equivalent		$	(251,845	)		$	433,056

 

Cash flows used in operating activities were US $(236,262) during the first quarter ended on March 31, 2013, compared to cash flows of US $907,402 used in operating activities during the quarter ended March 31, 2012. This was due to a net loss of $64,028 for the three months ended March 31, 2013 from a net income of US $1,316,530 for the three months ended March 31, 2012. Net expenditures for inventory were US $101,092 for the three months ended March 31, 2013 compared to US $158,917 for the three months ended March 31, 2012. There was a decrease of US $800,643 in accounts receivable to US $(616,977) for the three months ended March 31, 2013 from US $183,666 for the three months ended March 31, 2012. Accounts payable and accrued liabilities increased to US $64,117 for the three months ended March 31, 2013 from US $(22,046) for the three months ended March 31, 2012. Taxes Payable decreased to US $ (18,887) for the three months ended March 31, 2013 from US $579,718 for the three months ended March 31, 2012.

 

Cash flows used in investing activities was US $(22,273) for the three months ended March 31, 2013, compared to $0 for the three months ended March 31, 2012.

 

There was no cash flows provided by financing activities for the three months ended March 31, 2013, compared to US $(475,564) for the three months ended March 31, 2012.

 

In July, 2011, the Company subsidiary corporation, Suining Shi Yinfa Bai Zhi Chan Ye You Xian Gong Si (“Yinfa”), entered into an unsecured long-term loan agreement with unrelated party Wang Lijun (Wang Lijun Loan). Wang Lijun Loan provides the amount of for 2,000,000 RMB, ($317,405 USD) for a term from July 1, 2011 to May 13, 2014 at fixed annual interest rate of 24 %, with interest is payable monthly.

 

In July, 2012, the Company subsidiary corporation, Suining Shi Yinfa Bai Zhi Chan Ye You Xian Gong Si (“Yinfa”), entered into a short-term loan agreement with Shanghai Pudong Development Bank (“Bank Loan”). The Bank Loan provides the amount of for 10,000,000 RMB, ($1,587,024USD) for a term from July 13, 2012 to July 12, 2013 at a fixed annual interest rate of 6.48 %, with interest is payable monthly. As part of this transaction, the Company entered into a bank loan security agreement (“Bank Collateral Agreement”) which provide for the collateralization of its office building located at ground floor, the 2nd floor and the 3 rd floor of the Estate Management Building of Yinhejiayuan (address: No. 188 Xishan Road, Suining. A second short-term loan under the same collateral agreements was executed in August of 2012 10,000,000 RMB, ($1,587,024USD) bearing 6.6% interest with a term of August 17, 2012 to August 16, 2013. A third short-term loan under the same collateral agreements was executed in September of 2012 10,000,000 RMB, ($1,587,024 USD) bearing 6.6% interest with a term of September 19, 2012 to September 18, 2013.

 

  

In October, 2012, the Company subsidiary corporation, Suining Shi Yinfa Bai Zhi Chan Ye You Xian Gong Si (“Yinfa”), entered into an unsecured short-term loan agreement with unrelated party Wang Li (Wang Li Loan). Wang Li Loan provides the amount of for 2,000,000 RMB, ($317,405 USD) for a term from October 1, 2012 to September 30, 2013 at fixed annual interest rate of 24 %, with interest is payable monthly.

 

Overall, we have funded our cash needs from inception through September 30, 2012 with a series of debt and equity transactions, primarily with related parties. If we are unable to receive additional cash from our related parties, we may need to rely on financing from outside sources through debt or equity transactions. Our related parties are under no legal obligation to provide us with capital infusions. Failure to obtain such financing could have a material adverse effect on operations and financial condition.

 

We had cash of US $1,043,304 on hand for the three months ended March 31, 2013, a decrease of US $251,845 from the beginning of the year of 2013. A significant part of accounts receivable was paid off.

 

On a long-term basis, our liquidity is dependent on continuation and expansion of our operations, receipt of revenues, and additional infusions of capital and debt financing. Our current capital and revenues are insufficient to fund such expansion. Modifications to our business plans may require additional capital for us to operate. For example, if we are unable to raise additional capital in the future we may need to curtail our number of product offers or limit our marketing efforts to the most profitable geographical areas. This may result in lower revenues and market share for us. In addition, there can be no assurance that additional capital will be available to us when needed or available on terms favorable to us.

 

Demand for our products and services will be dependent on, among other things, market acceptance of our products, the Chinese TCM in general, and general economic conditions, which are cyclical in nature. A major portion of our activities is the receipt of revenues from the sales of our products, our business operations may be adversely affected by our competitors and prolonged recessionary periods.

 

Our success will be dependent upon implementing our plan of operations and the risks associated with our business plans. We manage the processing and DAR distribution business to retail consumers and wholesale buyers. We plan to strengthen our position in these markets and to expand our operations through aggressively marketing our products and our concept. 

 

Off-Balance Sheet Arrangements

 

There are no off-balance sheet arrangements between us and any other entity that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to shareholders.

 

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

Not required pursuant to Item 305(e) of Regulation S-K.

 

Item 4.

Controls and Procedures

 

Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer (who is also our Chief Executive Officer) and principal financial officer (who is also our Chief Financial Officer), we conducted an evaluation of the effectiveness, as of March 31, 2013, of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures are not effective due to the material weakness and significant deficiency in internal controls over financial reporting described below.

 

  

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

The material weakness and significant deficiency identified by our management as of March 31, 2013 relates to the ability of the Company to record transactions and provide disclosures in accordance with U.S. GAAP. We do not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of U.S. GAAP commensurate with our financial reporting requirements. For example, our staff members do not hold licenses such as Certified Public Accountant in the U.S., have not attended U.S. institutions for training as accountants, and have not attended extended educational programs that would provide sufficient relevant education relating to U.S. GAAP. Our staff needs substantial training to meet the demands of a U.S. public company and our staff’s understanding of the requirements of U.S. GAAP-based reporting is inadequate.

 

Remediation Initiative

 

We previously began to provide U.S. GAAP training sessions to our accounting team and intend to increase the amount of training that each member of our accounting team receives. The training sessions will be organized to help our corporate accounting team gain experience in U.S. GAAP reporting and to enhance their awareness of new and emerging pronouncements with potential impact over our financial reporting.

 

Inherent Limitations Over Internal Controls

 

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

 

(i)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

 

(ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

(iii)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

 

Management, including our principal executive officer and principal financial officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  We are aware that any system of controls, however well designed and operated, can only provide reasonable, and not absolute, assurance that the objectives of the system are met, and that maintenance of disclosure controls and procedures is an ongoing process that may change over time.

 

  

Part II.  OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

None.

 

Item 1A.

Risk Factors

 

Not required.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3.

Defaults Upon Senior Securities

 

None.

 

Item 4.

Mine Safety Disclosures

 

Not applicable.

 

Item 5.

Other Information

 

None.

 

Item 6.

Exhibits

 

(a)

Exhibits

 

Exhibit Number		Description of Exhibit
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
101		Interactive Data Files (XBRL).

 

 

SIGNATURES

 

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

 

	China Health Resource, Inc.
May 20, 2013	By: /s/ Jiayin Wang
	Name: Jiayin Wang
	Title: Chief Executive Officer and Director

  

	China Health Resource, Inc.
May 20, 2013	By: /s/ Weihai Liu
	Name: Weihai Liu
	Title: Chief Financial Officer