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

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File No.000-53490

SGB INTERNATIONAL HOLDINGS INC.
(Exact name of registrant as specified in its charter)

British Columbia	N/A
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

No. 25 Jia He Road, Xinjing Centre, Unit C2606
Siming District, Xiamen City, Fujian Province
PRC China 362300
(Address of principal executive offices) (zip code)

86-13611930299
(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.
[X] Yes     [   ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X] Yes     [   ] 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.

Large accelerated filer [   ]	Accelerated filer [   ]
Non-accelerated filer [   ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

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- ii -

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 373,793,578 shares of common stock outstanding as of August 19, 2013.

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- iii -

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	1
ITEM 1. FINANCIAL STATEMENTS	1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	2
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	6
ITEM 4T. CONTROLS AND PROCEDURES.	6
PART II - OTHER INFORMATION	7
ITEM 1. LEGAL PROCEEDINGS.	7
ITEM 1A. RISK FACTORS.	7
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	17
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.	17
ITEM 4. MINE SAFETY DISCLOSURES.	17
ITEM 5. OTHER INFORMATION.	17
ITEM 6. EXHIBITS	18

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1

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

 

SGB INTERNATIONAL HOLDINGS INC.
AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS
FOR SIX MONTHS ENDED JUNE 30, 2013

(STATED IN US DOLLARS)
(UNAUDITED)

 

 

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SGB INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
AS AT JUNE 30, 2013 AND DECEMBER 31, 2012
(STATED IN US DOLLARS)
(UNAUDITED)

				June 30			December 31
				2013			2012
		Note		$			$
ASSETS
Current Assets
Cash and cash equivalents		3		259,619			440,308
Inventory				186,124			-
Receivables		4		79,672			55,952
Prepaid expenses and deposits		5		12,269			39,867
Total Current Assets				537,684			536,127
Non-current Assets
Prepaid expenses and deposits		5		621,305			672,704
Property, equipment and mine development costs		6		20,383,402			21,063,400
Intangible assets		7		330,999			334,825
Deposit for a long term investment		8		2,897,804			-
Total Non-current Assets				24,233,510			22,070,929
Total Assets				24,771,194			22,607,056
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Account payable and accrued liabilities		9		1,556,246			1,814,738
Asset retirement obligation		10		227,361			257,139
Amounts due to a related party		11		2,024,075			2,106,747
Deferred revenue				-			108,428
Loan payable – current		12		2,955,968			199,547
Total Current Liabilities				6,763,650			4,486,599
Non-current Liabilities:
Asset retirement obligation		10		173,868			127,780
Loan payable		12		5,799			10,060
Total Non-current Liabilities				179,667			137,840
Total Liabilities				6,943,317			4,624,439
Stockholders’ Equity
Common stocks		13		9,138,544			9,138,544
Contributed surplus				100,000			100,000
Reserve				650,182			650,182
Retained earnings				7,141,000			7,527,909
Accumulated other comprehensive income				798,151			565,982
Total Stockholders’ Equity				17,827,877			17,982,617
Total Liabilities and Stockholders’ Equity				24,771,194			22,607,056

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

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SGB INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(STATED IN US DOLLARS)
(UNAUDITED)

		THREE MONTHS ENDED						SIX MONTHS ENDED
		June 30			June 30			June 30			June 30
		2013			2012			2013			2012
		$			$			$			$
Revenue		3,361,934			3,290,115			5,234,484			5,721,741
Cost of revenue		(2,495,178	)		(2,341,451	)		(3,860,394	)		(3,874,351	)
Gross profit		866,756			948,664			1,374,090			1,847,390
Selling expenses		(18,248	)		(97,053	)		(60,499	)		(193,925	)
General and administrative		(426,537	)		(496,960	)		(767,450	)		(1,057,356	)
Depreciation and amortization		(57,982	)		(47,408	)		(92,739	)		(88,261	)
Total operating expenses		(502,767	)		(641,421	)		(920,688	)		(1,339,542	)
Net income from operations		363,989			307,243			453,402			507,848
Other items:
Interest expense		-			(37,814	)		-			(80,466	)
Disposition Loss		(798,805	)		(15	)		(796,547	)		(29,032	)
Other income		-			88			-			5,275
		(798,805	)		(37,741	)		(796,547	)		(104,223	)
Income (loss) before income tax		(434,816	)		269,502			(343,145	)		403,625
expense
Income tax expense		(28,652	)		(25,444	)		(43,764	)		(43,815	)
Net income/(loss)		(463,468	)		244,058			(386,909	)		359,810
Foreign currency translation adjustment		182,822			(85,970	)		232,169			(29,186	)
Comprehensive (expense)/income		(280,646	)		158,088			(154,740	)		330,624
(Loss)/earnings Per Share (cents)
– Basic and diluted		(0.12	)		0.08			(0.10	)		0.10
Weighted Average Shares Outstanding – Basic and diluted		373,793,578			320,855,157			373,793,578			347,470,606

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

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SGB INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(STATED IN US DOLLARS)
(UNAUDITED)

		SIX MONTHS ENDED
		June 30			June 30
		2013			2012
Cash flows from operating activities		$			$
Net income (loss) for the period		(386,909	)		359,810
Items not involving cash:
Depreciation & amortization		779,097			680,249
Loss on retirement of fixed assets		796,547			-
Imputed interest from a related party		-			39,745
Interest expense		10,731			13,580
Changes in non-cash working capital:
Receivable		(22,902	)		42,786
Prepaid expenses and deposit		88,136			(86,951	)
Accounts payable and accrued liabilities		(551,680	)		52,415
Inventory		(184,480	)		-
Net cash generated from operating activities		528,540			1,101,634
Cash flows from investing activities
Purchase of property, equipment and mine development costs		(596,153	)		(1,174,859	)
Acquiring mining rights (Note 8)		(2,872,211	)		-
Net cash (used in) investing activities		(3,468,364	)		(1,174,859	)
Cash flows from financing activities
Increase (decrease) of term loan		2,984,021			-
Amounts advanced from a related party		(203,676	)		(174,342	)
Net cash (used in)/generated from financing activities		2,780,345			(174,342	)
(Decrease) in cash and cash equivalents		(159,479	)		(247,567	)
Effect of exchange rate changes on cash		(21,210	)		(1,921	)
Cash and cash equivalents – beginning of period		440,308			614,445
Cash and cash equivalents – end of period		259,619			364,957
Supplemental disclosure of cash flow information:
Income tax		43,764			43,815
Interest expenses					4,635

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

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SGB INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

(UNAUDITED)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

AS AT MARCH 31, 2013

(STATED IN US DOLLARS)

		Common shares																		Accumulated
																				other			Total
								Stocks to			Contributed						Retained			comprehensive			stockholders’
		Shares			Amount			be issued			surplus			Reserve			earnings			income			equity
					$			$			$			$			$			$			$
Balance at December 31, 2011		245,024,446			1,412,396			7,726,148			100,000			429,769			7,208,617			615,029			17,491,959
Net income for the year		-			-			-			-			-			539,705			-			539,705
Appropriation to reserve Shares issued		128,769,132			7,726,148			(7,726,148	)		-			220,413 -			(220,413	) -		-			-
Currency translation		-			-			-			-			-			-			(49,047	)		(49,047	)
Balance at December 31, 2012		373,793,578			9,138,544			-			100,000			650,182			7,527,909			565,982			17,982,617
Net income for the period		-			-			-			-			-			(386,909	)		-			(386,909	)
Currency translation		-			-			-			-			-			-			232,169			232,169
Balance at June 30, 2013		373,793,578			9,138,544			-			100,000			650,182			7,141,000			798,151			17,827,877

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

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SGB INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(STATED IN US DOLLARS)

(UNAUDITED)

1            ORGANIZATION AND PRINCIPAL ACTIVITIES

SGB International Holdings Inc. (“SGB” or the “Company”) was incorporated in British Columbia, Canada on November 6, 1997. Through its subsidiary, the Company is engaged in coal production and sales by exploring, developing, and mining coal properties.

On May 11, 2011, the Company completed the acquisition of Dragon International Resources Group Co., Limited (“Dragon International”), a Hong Kong corporation incorporated on October 5, 2010, and its wholly-owned subsidiary through a share exchange which resulted in the former shareholders of Dragon International acquiring the control of SGB. This transaction was accounted for as a reverse takeover transaction (“RTO”) for accounting purpose, as Dragon International was deemed to be the acquirer, and these consolidated financial statements are a continuation of the consolidated financial statements of Dragon International. The carrying amounts of SGB’s assets and liabilities are included in these consolidated financial statements.

Prior to the above noted RTO, and on February 21, 2011, pursuant to a share transfer agreement, Dragon International completed the acquisition of Fujinan Huilong Coal Mine Co., Ltd. (“Fujian Huilong”) (formerly known as Yongding Shangzhai Coal Mine Co., Ltd.), a People’s Republic of China corporation and was incorporated on August 4 2005. Upon the completion of the acquisition, Fujian Huilong has become the wholly-owned subsidiary of Dragon International and the control in substance was not changed. For accounting purposes, the acquisition has been accounted for using the continuity of interest method, which recognizes Fujian Huilong as the successor. The net assets of Dragon International prior to the acquisition has been accounted as recapitalization as at the date of acquisition.

The Company and its subsidiaries are considered to be operating in one segment based on its organizational structure and strategic decision making method.

These financial statements have been prepared in accordance with U.S. generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As at June 30, 2013 and December 31, 2012, the Company had working capital deficiency of $6,225,966 and $3,950,472, respectively, and requires additional funds to maintain its operations. In view of the working capital deficiency, the management will continue to monitor the cash position as at the balance sheet date and the cash flow forecast for the next twelve months. The Company will make further announcement(s) as and when there are material developments to the going concerns of the Company.

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SGB INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(STATED IN US DOLLARS)

(UNAUDITED)

2            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and preparation

The accompanying unaudited Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, all of the normal and recurring adjustments necessary to fairly present the interim financial information set forth herein have been included. The results of operations for interim periods are not necessarily indicative of the operating results of a full year or of future years.

These interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and, with the exception of new accounting pronouncements described below, follow the same accounting policies and methods of their application as the most recent annual financial statements. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. These interim financial statements should be read in conjunction with the financial statements and related footnotes included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2012.

Property, equipment and mine development costs

Property, plant and equipment, are stated at cost less depreciation and amortization and accumulated impairment loss. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation of property, plant and equipment is calculated to write off the cost, less their estimated residual value, if any, using the straight-line method over their estimated useful lives. The estimated useful lives are as follows:

Costs for mineral properties and mine development incurred to expand capacity of operating mines or to develop new mines are capitalized and charged to operations on the units-of-production method over the estimated proven and probable reserve tons directly benefiting from the capital expenditures but up to the Company’s allowable quotas set by the local government. Mine development costs include costs incurred for site preparation and development of the mines during the development stage.

Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefitted. Maintenance and repairs are expensed as incurred. When equipment is retired or disposed, the related cost and accumulated depreciation are removed from the respective accounts and any profit or loss on disposal is recognized in cost of coal sales.

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SGB INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(STATED IN US DOLLARS)

(UNAUDITED)

2            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible asset

Intangible asset represents the coal mining right and is recorded at cost less accumulated amortization. Amortization is determined based on the units-of-production method over the estimated proven and probable reserve tons directly benefiting from the capital expenditures but up to the Company’s allowable quotas set by the local government.

Recent accounting pronouncements adopted

In December 2011, the FASB issued ASU 2011-11, “Balance Sheet (Topic 210), Disclosures about Offsetting Assets and Liabilities”. The guidance in this update requires the Company to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The pronouncement is effective for fiscal years and interim periods beginning on or after January 1, 2013 with retrospective application for all comparative periods presented. The Company adopted ASU 2011-11 on January 1, 2013 and the adoption of the new standard did not have a material effect on the Company’s consolidated financial position or results of operations..

In July, 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic). ASU 2012-02 amends the required annual impairment testing of indefinite-lived intangible assets by providing an entity an option to first assess qualitative factors to determine whether it is more likely than not that the fair value of the indefinite-lived asset is less than its carrying amount. If, after assessing the totality of events and circumstances, an entity determines it is not more likely than not that the fair value of the indefinite-lived asset is less than its carrying amount, then performing the two-step impairment test under Topic 350-30 is unnecessary. However, if an entity concludes otherwise, then it is required to perform the impairment testing under Topic 350-30-35-18F by calculating the fair value of the reporting unit and comparing the results with the carrying amount. If the fair value exceeds the carrying amount, then the entity must perform the second step test of measuring the amount of the impairment test under Topic 350-30-35-19. An entity has the option to bypass the qualitative assessment and proceed directly to the two step goodwill impairment test. Additionally, the entity has the option to resume with the qualitative testing in any subsequent period. The pronouncement is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. The Company adopted ASU 2012-02 on January 1, 2013 and the adoption of the new standard did not have a material effect on the Company’s consolidated financial position or results of operations.

In October 2012, the FASB issued ASU 2012-04 "Technical corrections and improvements". This ASU makes certain technical correction to the FASB Accounting Standards Codification. The new guidance will be effective for fiscal years beginning after December 15, 2012. The Company adopted ASU 2012-04 on January 1, 2013 and the adoption of the new standard did not have a material effect on the Company’s consolidated financial position or results of operations.

In February 2013, the FASB issued ASU 2013-02, "Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income". The amendments do not change the current requirements for reporting net income or oother comprehensive income in financial statements. However, the amendments require 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. The Company adopted ASU 2013-02 on January 1, 2013 and the adoption of the new standard did not have a material effect on the Company’s consolidated financial position or results of operations.

Recent accounting pronouncements

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

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SGB INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(STATED IN US DOLLARS)

(UNAUDITED)

3            CASH AND CASH EQUIVALENTS

		June 30,			December 31,
		2013			2012
		$			$
Cash denominated in Chinese RMB		233,322			435,267
Cash denominated in Canadian or Hong Kong Dollars		26,297			5,041
		259,619			440,308

As at June 30, 2013, the Company has cash and cash equivalents placed with banks or held by its subsidiary in the People’s Republic of China denominated in Chinese Renminbi (“RMB”) amounting to RMB 1,449,305 (December 31, 2012: RMB 2,742,227) where the remittance of funds to jurisdictions outside the PRC is subject to certain government rules and regulations on foreign currency controls. Under the People’s Republic of China’s Foreign Exchange Control Regulations and Administration of Settlement, Sale and Payment of Foreign Exchange Regulations, the Company is permitted to exchange RMB for foreign currencies but may require approval of governmental authorities or designated banks in the PRC. There was no cash equivalent as of June 30, 2013 and 2012.

4            RECEIVABLES

		June 30,			December 31,
		2013			2012
		$			$
Trades receivable (i)		69,964			33,406
Employee receivable (ii)		-			13,174
Tax receivable		-			5,276
Others		9,708			4,096
		79,672			55,952

Notes:

(i) The Company does not hold any collateral over these balances. The average age of these receivable are 30 days.

(ii) Unsecured, interest free and repayable on demand

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SGB INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(STATED IN US DOLLARS)

(UNAUDITED)

5            PREPAID EXPENSES AND DEPOSITS

		June 30,			December 31,
		2013			2012
		$			$
Prepaid construction material and labour costs		-			60,126
Safety risk deposit (i)		160,989			158,728
Prepaid mining license fee (ii)		460,316			453,850
Prepaid rental fee		3,929			17,920
Other prepaid expense		8,340			21,947
Subtotal		633,574			712,571
Current portion		(12,269	)		(39,867	)
Non-current		621,305			672,704

Notes:

(i)	On August 26, 2005, an one-off safety risk deposit equivalent to RMB 1.0 million was paid to the Yongding County Coal Development Company as a representative of the Yongding County Coal Industry Management Bureau according to the Yongding County Coal Mine Safety Risk Deposit Management Measures (effective as of July 1, 2005).
(ii)	The prepayment (equivalent to RMB 2,859,300 as at June 30, 2013 and December 31, 2012) associated with issuance of our new mining permit on the new extended mining area obtained in May 2011. The exact total fees payable and payment terms for issuance of the new mining permit is expected to be known by the end of 2013 from the Fujian Provincial Department of Land and Resources Mining Development Management Bureau.

6            PROPERTY, EQUIPMENT AND MINE DEVELOPMENT COSTS

					Accumulated
		Cost			amortization			Net book value
		$			$			$
June 30, 2013
Mine development costs		21,443,105			3,840,365			17,602,740
Machineries		4,007,426			1,415,582			2,591,844
Motor vehicles		199,561			100,316			99,245
Office equipment		148,976			59,403			89,573
Total		25,799,068			5,415,666			20,383,402

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SGB INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(STATED IN US DOLLARS)

(UNAUDITED)

6            PROPERTY, EQUIPMENT AND MINE DEVELOPMENT COSTS (Continued)

December 31, 2012
Mine development costs		20,836,696			3,308,739			17,527,957
Machineries		5,094,328			1,774,782			3,319,546
Motor vehicles		196,758			79,822			116,936
Office equipment		143,113			44,152			98,961
Construction in progress
Total		26,270,895			5,207,495			21,063,400

During the financial period ended June 30, 2013, the Company has disposed certain retired machineries with disposal loss of $796,547 recognized in the profit and loss and has acquired replacement machineries and enforcement work conducted on the mining shaft amounted to $596,153.

7            INTANGIBLE ASSETS

The following is a summary of intangible asset:

	June 30,	December 31,
	2013	2012
Cost	706,130	696,211
Accumulated amortization	375,131	361,386
Net carrying value	330,999	334,825

8            DEPOSIT PAID FOR LONG TERM INVESTMENT

The deposit on a long term investment was in connection to a deposit payment of RMB18.00 million (equivalent to about CAD$2.90 million) in acquiring an exploration mining rights on a lead-zinc mine located in Liao Ning Province in China from an unrelated party (the “Acquisition”) for a total consideration of RMB38.00 million (the “Consideration”). The relevant exploration mining rights is still in progress of transferring to the Company and the remaining outstanding Consideration will be paid within 5 days after the Company obtained the title rights on the exploration license. The Company will make further announcement(s) as and when there are material developments to the Acquisition.

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SGB INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(STATED IN US DOLLARS)

(UNAUDITED)

9            ACCOUNT PAYABLE AND ACCRUED LIABILITIES

The following is a summary of accounts payable and accrued liabilities:

		June 30,			December 31,
		2013			2012
		$			$
Staff costs / wage payable		1,556,246			1,643,371
Accrued liabilities		-			89,286
Other payable		-			82,081
		1,556,246			1,814,738

10          ASSET RETIREMENT OBLIGATION

The following is a summary of asset retirement obligation:

		June 30,			December 31,
		2013			2012
		$			$
Face value		435,356			429,014
Effective interest rate – 10%		(34,127	)		(44,095	)
Subtotal		401,229			384,919
Current portion		227,361			257,139
Asset retirement obligation – long term		173,868			127,780

The asset retirement obligation is associated with the Ecological Environment Rehabilitation fee of about RMB3.86 million payable to the Fujian Provincial Land and Resources Bureau for operating the coal mine. As of December 27, 2010, a payment extension has been applied and approved till April 2015 for the full settlement of approximately RMB2.7 million. The Company is not required to pay any interest on the postponed payment for the Ecological Environment Rehabilitation fee. The Company accounted the remaining asset retirement obligation by applying the relative discounted rate of 10%.

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SGB INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(STATED IN US DOLLARS)

(UNAUDITED)

11          AMOUNTS DUE TO A RELATED PARTY

		June 30,			December 31,
		2013			2012
		$			$
Amounts due to a related party		2,024,075			2,106,747

The amounts are due to the former Executive Chairman and Chief Executive Officer of the Company, Mr. Longwen Lin, which are unsecured, non-interest bearing and due on demand.

12          TERM LOAN

The following is a summary of term loan:

		June 30,			December 31,
		2013			2012
		$			$
Interest free loan, unsecured and due on demand (i)		-			129,053
Interest bearing loan at 15% per annum, unsecured and due on demand		48,478			50,353
Interest bearing loan at 3% per annum, unsecured and due on November 10, 2014:		9,686			10,060
Interest bearing loan at 15% per annum, unsecured and due on demand:		5,799			20,141
Interest bearing loan at 15% per annum, unsecured and due in December 2013 (ii)		2,897,804			-
Total		2,961,767			209,607
Current portion		2,955,968			199,547
Non-current		5,799			10,060

(i)	Subsequent to June 30, 2012, the term loan was renewed for another three months with interest bearing at 15% per annum. And such loans was paid off in the six months ended June 30, 2013.
(ii)	The Company borrowed the loan from an unrelated third party for the purpose of the deposit in acquiring an investment in an exploration mining rights as stated in note 8.

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SGB INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(STATED IN US DOLLARS)

(UNAUDITED)

13          STOCKHOLDERS’ EQUITY

Authorized:

Unlimited number of common shares without par value
Unlimited number of preferred shares without par value

Issued and outstanding

As at June 30, 2013 and December 31, 2012, 373,793,578 common stocks issued and outstanding which were derived from the following transactions:

Prior to the RTO with Dragon International and as at May 11, 2011, SGB had 24,502,446 common shares issued and outstanding.

On May 11, 2011, SGB completed a reverse acquisition transaction with the shareholders of Dragon International pursuant to which SGB acquired 100% of the issued and outstanding capital stock of Dragon International in exchange for an aggregate of 220,522,000 common shares of SGB, which constituted 90% of SGB’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the reverse acquisition. Prior to the acquisition, SGB has no business with a minimal assets and liabilities which did not meet the definition of a business, therefore, the reverse take-over of SGB by Dragon International has been accounted for as a capital transaction which is deemed Dragon International acquired SGB by issuance of 24,502,446 common shares (issued and outstanding prior to the RTO) for its net assets of $10,789.

Prior to the RTO and on February 21, 2011, Dragon International completed the acquisition of Fujian Huilong and for accounting purpose, the acquisition has been accounted for using the continuity of interest method, which recognizes Fujian Huilong as the successor. The net assets of Dragon International totaling $1,277,694 as at the date of acquisition have been accounted as recapitalization into Fujian Huilong.

Fujian Huilong has a registered and paid-in capital of $123,913 (RMB 1,000,000) prior to being acquired by Dragon International.

As the consolidated financial statements is the continuation of Fujian Huilong, therefore, the share capital of Fujian Huilong has been restated to reflect the 220,522,000 common shares that effected the RTO for the purpose of financial statements presentation and earnings per share calculation.

On September 21, 2011, Fujian Huilong’s registered and paid-in capital was increased by $1,925,447 (RMB 12,278,945) to a total of $2,049,360 (RMB 13,278,945) as at December 31, 2012.

On December 29, 2011, the Company settled $7,726,148 by agreeing to issue 128,769,132 shares of the common stock of the Company at a deemed price of $0.06 per share. The Company has allotted and issued the shares in 2012.

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SGB INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

(STATED IN US DOLLARS)

(UNAUDITED)

14          RELATED PARTY TRANSACTIONS

During the three months ended June 30, 2013 and 2012, the Company engaged following related party transactions:

• Accrued or paid $131,058 (June 30, 2012: $149,940) in salaries and bonus to senior officers and directors of the Company;

As at June 30, 2013 and December 31, 2012, following receivable and payable were outstanding:

• Included in accounts payable and accrued liabilities, $422,677 (December 31, 2012: $406,252) were payable to the senior officers and directors of the Company
• Included in receivable, $Nil was receivable (December 31, 2012: $3,175) from a senior officer and director of the Company.

Also see note 10 and 11.

15          COMMITMENTS

The Company has entered into an operating lease for its office and employee accommodation in Xiamen, Fujian, PRC expiring in August, 2016. Annual leased payments are as follows:

Please see note 8.

16          SUBSEQUENT EVENTS

On July 8, 2013, Mr. Longwen Lin resigned as a director, Chief Executive Officer and President of the Company, Mr. Yi Zhang resigned as a director of the Company, and Thomas Yeo also resigned as Chief Finance Officer. Mr. Lin, Mr. Zhang and Mr. Yeo’s resignations were to pursue other career opportunities and were not as a result of a disagreement with the Company on any matter relating to its operations, policies or practices.

Also on July 8, 2013, Mr. Sibi Chen was appointed to be a director, Chief Executive Officer and President of the Company, and Mr. Peifeng Huang was appointed to be the Chief Finance Officer.

17          COMPARATIVE FIGURE

Certain comparative figures have been reclassified to conform to the presentation adopted in current period.

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

Forward-Looking Statements

This report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “intends” “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in section 1A entitled “Risk Factors” on page 8, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this report, the terms “we”, “us”, and “ our” refer to SGB International Holdings Inc. As used in this report, the terms “Dragon International” and “Fujian Huilong” refer to Dragon International Resources Group Co., Limited and Fujian Huilong Mining Co., Ltd. (formerly Yongding Shangzhai Coal Mine Co., Ltd.), respectively.

Foreign Private Issuer Status

We are a foreign private issuer as defined under Rule 3b-4 promulgated under the Securities Exchange Act of 1934, but voluntarily file our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K.

We have elected to voluntarily file our annual, quarterly, and current reports on U.S. domestic forms because we have used such forms ever since we began filing the reports under the Securities Exchange Act of 1934. Going forward, we intend to continue to comply with our reporting requirements under Section 13 of the Securities Exchange Act of 1934 using the Forms 10-K, 10-Q, and 8-K.

As a foreign private issuer, we are not required to use the U.S. domestic forms to comply with our reporting requirements under Section 13 of the Securities Exchange Act of 1934. Instead, we can file an annual report on Form 20-F each year with the Securities and Exchange Commission and file our interim financial statements and management’s discussion and analysis and reports about material changes to our company, in the forms required by Canadian securities legislation, with the Securities and Exchange Commission on Form 6-K.

Corporate Overview

We were incorporated in the province of British Columbia, Canada under the name “Slocan Valley Minerals Ltd.” on November 6, 1997 with an authorized share capital of 10,000,000 common shares without par value. Following our incorporation we were not actively engaged in any business activities.

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On June 1, 2004 we increased our authorized share capital from 10,000,000 common shares without par value to an unlimited number of common shares without par value. On June 11, 2004 we changed our name to “Orca International Language Schools Inc.”

Effective March 3, 2009, we changed our name from “Orca International Language Schools Inc.” to “SGB International Holdings Inc.” (“SGB”) and we created a new class of preferred stock. As a result, our authorized capital consists of an unlimited amount of common stock without par value and an unlimited amount of preferred stock without par value. We have not issued any preferred stock.

On May 11, 2011, we completed a reverse acquisition transaction with the shareholders of Dragon International Resources Group Co., Limited (the “Dragon International”) pursuant to which we acquired 100% of the issued and outstanding capital stock of Dragon International Resources Group Co, Limited. in exchange for an aggregate of 220,522,000 common shares of our company, which constituted 90% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the reverse acquisition.

Prior to the date of our reverse acquisition, discussed below, we were considered as a “shell company” under the Rule 405 promulgated under the Securities Act of 1933 and Rule 12b-2 promulgated under the Securities Exchange Act of 1934 because we had nominal operations and nominal assets.

Dragon International was incorporated in the Hong Kong on October 5, 2010, and is a holding company for Fujian Huilong Coal Mine Co., Ltd. (formerly Yongding Shangzhai Coal Mine Co., Ltd.) (“Fujian Huilong”). Fujian Huilong was incorporated in the People’s Republic of China on August 4, 2005.

Our Business

Prior to our reverse acquisition of Dragon International, our goal originally was to provide management services to schools in the international education industry. We searched for a school as the initial client but we were not successful in finding any such school. Since we incurred losses since November 6, 1997, in March 2009, our board of directors decided to explore the possibility of adopting a different business plan to protect our shareholders’ value.

As a result of the reverse acquisition, we have assumed the business and operations of Fujian Huilong, a wholly-owned subsidiary of Dragon International. Fujian Huilong is a company engaged in coal production and sales by exploring, developing and mining coal properties. Fujian Huilong owns and operates a coal mine, located in Shangzhai Village, Yongding County, Longyan City of Fujian Province, People’s Republic of China.

Results of Operations

For the three months ended June 30, 2013 and 2012

The following table sets forth the consolidated financial statements of the Company for the three months period ended June 30, 2013 and 2012.

¹ 2013 Q2 and 2012 Q2 denotes the three months ended June 30, 2013 and 2012 respectively. N/M denotes Not Meaningful

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Net Sales

Our revenues are derived from the sales of coal. The overall revenue increased by $71,819 or 2% from $3.29 million in 2012 Q2 to $3.36 million in 2013 Q2. Albeit the increase of the sale volume by 3,297 tons or 11% from about 29,239 tons in 2012 Q2 to about 32,536 tons in 2013 Q2, our average selling price decreased by $9 per ton or 8% from about $112 per ton in 2012 Q2 to about $103 per ton in 2013 Q2 attributed mainly to a weaker market demand in 2013 Q2.

Cost of Sales

In line with the higher sales registered in 2013 Q2, the cost of sales increased by $153,727 or 7% from $2.34 million in 2012 Q2 to $2.50 million in 2013 Q2.

Albeit our cost of sales per tons decreased from about $80 per ton in 2012 Q2 to about $77 per ton in 2013 Q2 due to the cost control effect, our company recorded a lower gross profit margin of 26% in 2013 Q2 as compared to 29% in 2012 Q2 due principally to the decrease of the average selling price.

Operating Expenses

Operating expenses decreased by $138,654 or 22% from $641,421 in 2012 Q2 to $502,767 in 2013 Q2, due principally to the cost control effect by the management.

Net (Loss)Income

With the lower gross profit registered in 2013 Q2 and the assets retirement costs recorded in other operating expenses, the Company registered a net loss of $463,468 in 2013 Q2 vis-à-vis a net income of $244,058 attained in 2012 Q2.

Impact of Inflation

We believe inflation continue to has a net negative impact on our results of operations in 2013 Q2. However, the Chinese government has carried out a serial of financial and monetary policies to control the increasing inflation.

 

For the six months ended June 30, 2013 and 2012

The following table sets forth the consolidated financial statements of the Company for the six months period ended June 30, 2013 and 2012.

¹ 2013 6M and 2012 6M denotes the six months ended June 30, 2013 and 2012 respectively. N/M denotes Not Meaningful

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Net Sales

Our revenues are derived from the sales of coal. The overall revenue decreased by $487,257 or 9% from $5.72 million in 2012 6M to $5.23 million in 2013 6M mainly due to the decrease of the sale volume by 408 tons or 1% from about 50,247 tons in 2012 6M to about 49,839 tons in 2013 6M coupled with the decrease of our average selling price by $9 per ton or 8% from about $114 per ton in 2012 6M to about $105 per ton in 2013 6M attributed mainly to a weaker market demand in 2013 6M.

Cost of Sales

In line with the lower sales registered in 2013 6M, the cost of sales decreased by $13,957 or 0.4% from $3.87 million in 2012 6M to $3.86 million in 2013 6M.

Albeit the cost of sales per tons remains at about $77 ton in both 2012 6M and 2013 6M, our company recorded a lower gross profit margin of 26% in 2013 6M as compared to 32% in 2012 6M due principally to the decrease of the average selling price.

Operating Expenses

Operating expenses decreased by $418,854 or 31% from $1.34 million in 2012 6M to $0.92 million in 2013 6M, due principally to the cost control effect by the management.

Net (Loss)Income

With the lower gross profit registered in 2013 6M and the assets retirement costs recorded in other operating expenses, the Company registered a net loss of $386,909 in 2013 6M vis-à-vis a net income of $359,810 attained in 2012 6M.

Impact of Inflation

We believe inflation continue to has a net negative impact on our results of operations in 2013 6M. However, the Chinese government has carried out a serial of financial and monetary policies to control the increasing inflation.

 

Liquidity and Capital Resources

Working Capital at June 30, 2013 and December 31, 2012

		As at			As at
		30 Jun 2013			31 Dec 2012
Current Assets	$	537,684		$	536,127
Non Current Assets	$	24,233,510		$	22,070,929
Total Assets	$	24,771,194		$	22,607,056
Current Liabilities	$	6,763,650		$	4,486,599
Non Current Liabilities	$	179,667		$	137,840
Total Liabilities	$	• 6,943,317		$	4,624,439
Working Capital (Deficit)	$	(6,225,966	)	$	(3,950,472	)

Non-current assets increased by $2.16 million or 10% from $22.07 million as at December 31, 2012 to $24.23 million as at June 30, 2013, principally due to the payment of $2.90 million in acquiring an exploration mining rights on a lead-zinc mine located in Liao Ning Province in China from an unrelated party, the relevant exploration mining rights is still in progress of transferring to the Company (the Acquisition), which is offset slightly by the disposition of certain retired machineries for the 6 months ended June 30,.2013.

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Current liabilities increased by $2.28 million or 51% from $4.49 million as at December 31, 2012 to $6.76 million as at June 30, 2013, principally due to a short term loan (the Loan) borrowed by the Company in relation the Acquisition. The Loan in unsecured with interest of 15% per annum and due in December 2013.

Taken as a whole of the above, we registered an increased deficit working capital of $6.22 million as at June 30, 2013 compared to $3.95 million as at December 31, 2012.

Cash Flows

For the six months period ended June 30, 2013 and 2012

		2013 H1			2012 H1
Net cash provided by (used in) operating activities	$	528,540		$	1,101,634
Net cash used in investing activities	$	(3,468,364	)	$	(1,174,859	)
Net cash provided by (used in) financing activities	$	2,780,345		$	(174,342	)
Cash and cash equivalents at end of year	$	259,619		$	364,957

2013 H1 and 2012 H1 denotes the six months ended June 30, 2013 and 2012 respectively.

The net cash provided by operating activities decreased by $573,094 or 52% from $1.10 million in 2012 H1 to $528,540 in 2013 H1, due principally to the lower sales and gross margin registered in 2013 H1.

Net cash used in investing activities increased by $2.39 million or over 2-fold from $1.17 million in 2012 H1 to $3.47 million in 2013 H1 due principally to the Acquisition and purchase of fixed assets.

We registered net cash provided by financing activities of $2.78 million in 2013 H1 vis-à-vis net cash used in financing activities of $174,342 registered in 2012 H1. The net cash provided by financing activities in 2013 H1 due principally to the Loan and the net cash used in financing activities in 2013 H1 was due principally to partial repayment to related party.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements 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 stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures”, as that term is defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal accounting officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our management concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our disclosure controls and procedures were effective.

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Our management continues to review processes and will make necessary changes to strengthen our system of internal controls over financial reporting.

A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Limitations on Effectiveness of Controls

Our principal executive officer and principal financial officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived 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 controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2013 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS.

In addition to other information in this report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, the trading price of our securities could decline, and you may lose all or part of your investment.

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Risks Related to Our Business

Our business and results of operations are dependent on coal markets, which may be cyclical.

As all of our revenue is derived from sales of coal in the PRC, our business and operating results are substantially dependent on the domestic Chinese demand for coal, especially the demand for coal in the province of Fujian . The Chinese coal market is cyclical and exhibits fluctuation in supply and demand from year to year. It is subject to numerous factors beyond our control, including, but not limited to, the economic conditions in the PRC and fluctuations in industries with high demand for coal, such as the power and steel industries. Fluctuations in supply and demand for coal affect coal prices, which in turn affects our operating and financial performance. We have experienced substantial price fluctuations in the past and believe such fluctuations will continue. The average selling price from the Shangzhai coal mine was about $108 per ton for the three months ended June 30, 2013 and about $116 per ton for the three months ended June 30, 2012.

The demand for coal is primarily affected by the overall economic development and the demand for coal from the electricity generation, steel and construction industries. The supply of coal, on the other hand, is primarily affected by the geographical location of the coal supplies, the volume of coal produced by the domestic and international coal suppliers, and the quality and price of competing sources of coal. Alternative fuels, such as natural gas, oil and nuclear power, and alternative energy sources, such as hydroelectric power also have influences on the market demand for coal. Excess supply of coal or significant reduction in the demand for our coal by domestic electricity generation or steel industries may have an adverse effect on coal prices, which would in turn cause a decline in our profitability. In addition, any significant decline in domestic coal prices could materially and adversely affect our business and results of operations.

Our mining operations may be shut down pursuant to Special Regulation by State Council on Shutting Down Small Coal Mines

The Special Regulation by the State Council on Shutting Down Small Coal Mines went into effect on September 28, 2006. The passage of regulation is the launch of a national campaign to close down small coal mines defined as having annual coal production capacity of 30,000 tons or less, as well as coal mines without proper licenses or permits. The regulation specifies that the Central Government will support the development of big coal mining operations, defined as having annual coal production capacity of 300,000 tons or more. However, the regulation is silent as to the PRC government’s position on coal mine operations having annual production capacity of more than 30,000 tons but less than 300,000 tons. We believe that the likelihood of our mining operation being shut down pursuant to The Special Regulation by the State Council on Shutting Down Small Coal Mines is relatively small because Fujian Province, where our mining operation is currently located, does not have sufficient coal production for use by local industries and relies heavily on import from other provinces. We have been advised by the County Coal Industry Management Bureau that we are not likely to be forced to shut down. Furthermore, our management also believes that, despite the fact that we have mined and produced coal beyond the area then covered by our valid mining permit, we will not likely be shut down because we have applied for and obtained in May 2011 another mining permit for an additional 6.8 km² of mining area and that we have consistently demonstrated excellent safety records.

Our mining operations are inherently subject to changing conditions that can affect our profitability.

Our mining operations are inherently subject to changing conditions that affect levels of production and production costs for varying lengths of time and can result in decreases in our profitability. We are exposed to commodity price risk related to our purchase of diesel fuel, explosives and steel. In addition, weather conditions, equipment replacement or repair, fires, variations in thickness of the layer, or seam, of coal, amounts of overburden, rock and other natural materials and other geological conditions can be expected in the future to have, a significant impact on our operating results. Prolonged disruption of production at our mine would result in a decrease in our revenues and profitability, which could be material. Other factors affecting the production and sale of our coal that could result in decreases in our profitability include:

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• sustained high pricing environment for our raw materials, including, among other things, diesel fuel, explosives and steel;
• changes in the laws and/or regulations that we are subject to, including permitting requirements;
• labor shortages; and
• changes in coal market and general economic conditions.

Our coal operations are extensively regulated by the PRC Government and government regulations may limit our activities and adversely affect our business operations.

Our coal operations, like those of other Chinese energy companies, are subject to extensive regulations established by the PRC Government. Central governmental authorities, such as the National Development and Reform Commission, the State Environmental Protection Administration, the Ministry of Land and Resources, the State Administration of Coal Mine Safety, the State Bureau of Taxation, and provincial and local authorities and agencies exercise extensive control over various aspects of China’s coal mining and transportation (including rail and sea transport). These controls affect the following material aspects of our operations:

• exploration, exploitation and mining rights and licensing;
• rehabilitation of mining sites after mining is completed;
• recovery rate requirements;
• industry-specific taxes and fees;
• target of our capital investments; and
• environmental and safety standards.

There can be no assurance that the central or local governments in the PRC will not impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures. We may face significant constraints on our ability to implement our business strategies or to carry out or expand our business operations. Our business may also be materially and adversely affected by future changes in certain regulations and policies of the Chinese Government in respect of the coal industry. New legislation or regulations may be adopted that may materially and adversely affect our coal operations, our cost structure or the demand for our products. In addition, new legislation or regulations or different or more stringent interpretation of existing laws and regulations may also require us to substantially change our existing operations or incur significant costs.

The Chinese government has become increasingly concerned with workplace safety and environmental issues, particularly in light of several recent accidental explosions in coal mines due to poor internal safety measures, and as reflected by the implementation of the State Council’s Regulation on Shutting Down Small Coal Mines. Moreover, additional new legislation or regulations may be adopted, or the enforcement of existing laws could become more stringent, either of which may have a significant impact on our mining operations or our customers’ ability to use coal and may require us or our customers to significantly change operations or to incur substantial costs.

Our business operations may be adversely affected by present or future environmental regulations.

As a producer of coal products, we are subject to significant, extensive, and increasingly stringent environmental protection laws and regulations in China. These laws and regulations:

• impose fees for the discharge of waste substances;
• require the establishment of reserves for reclamation and rehabilitation;
• require the payment of fines for serious environmental offences; and
• allow the Chinese Government, at its discretion, to close any facility that fails to comply with orders requiring it to correct or stop operations causing environmental damage.

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Our coal mining operations may produce waste water, gas and solid waste materials. Currently, the PRC Government is moving toward more rigorous enforcement of applicable laws and regulations as well as the adoption and enforcement of more stringent environmental standards. Our current amounts of capital expenditure for environmental regulatory compliance may not be sufficient if additional regulations are imposed and we may need to allocate additional funds for such purpose. If we fail to comply with current or future environmental laws and regulations, we may be required to pay penalties or fines or take corrective actions, any of which may have a material adverse effect on our business operations and financial condition.

In addition, China is a signatory to the 1992 United Nations Framework Convention on Climate Change and the 1997 Kyoto Protocol, which are intended to limit emissions of greenhouse gases. Efforts to control greenhouse gas emission in China could result in reduced use of coal if power generators switch to sources of fuel with lower carbon dioxide emissions, which in turn could reduce the revenues of our coal business and have a material adverse effect on our results of operations.

If transportation for our coal becomes unavailable or uneconomic for our customers, our ability to sell coal could suffer.

Transportation costs represent a significant portion of the total cost of coal and, as a result, the cost of transportation is a critical factor in a customer’s purchasing decision. Increases in transportation costs could make coal a less competitive source of energy or could make some of our operations less competitive than other sources of coal.

Disruption of any of the transportation services that our customers use due to weather-related problems, flooding, drought, accidents, mechanical difficulties, strikers, lockouts, bottlenecks, and other events could temporarily impair our customers’ ability to purchase coal from us, resulting in decreased revenues.

Our future success depends upon our ability to continue acquiring and developing coal mining rights that are economically feasible.

The amount of coal underlying our mining rights declines as we produce coal. We may not be able to mine all of the coal underlying our mining rights as profitably as we do at our current operations. Our profitability depends substantially on our ability to mine coal that has the geological characteristics that enable it to be mined at competitive costs. As we can only increase our existing production capacity by a limited amount, the future increase in our coal production will depend on expanding our existing mining rights or acquisitions of new mining rights. New mining rights may not be available when required or, if available, the underlying coal may not be capable of being mined at costs comparable to those characteristics of our existing mining rights. We may in the future acquire mining rights from third parties. We may not be able to accurately assess the geological characteristics to any mining rights that we acquire, which may adversely affect our profitability and financial condition.

If we are not able to obtain a permit to expand the mining area and increase production capacity for the Shangzhai coal mine, our operations and financial condition could be adversely affected.

The Shangzhai coal mine produced 17,303t and 21,008t of coal in three months ended June 30, 2013 and 2012, respectively. As of May 13, 2011, Shangzhai has obtained another mining permit (C3500002011051120112047) for an area of 6.8 km² that is adjacent to (and with a small overlapping area with) the 5.7km ² area covered by its existing mining permit, which also allows it to mine at different mining levels. At this time, our company is not contemplating apply for any new mining permit. Rather, we will focus on obtaining permission to increase our annual production rate. The coal production in 2011 was conducted within the parameter stated in the mining permit. Because we have obtained another mining permit, which allows to produce 90,000 t/a from a new mining area, we are confident that we will be able to secure future increase to our permitted rate of production from the authorities. Currently our application to increase the rate of production has received county approval and is being reviewed by the city level government. After receive the city level approval, we will need to apply and receive the provincial level approval before the increase of our rate of production is finally approved.

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A notice issued in 2006 by the State Environmental Protection Administration (SEPA) deemed that the Environmental Impact Assessment of a coal mine construction project within an area covered by a coal mine master plan cannot be approved until a planning Environmental Impact Assessment of the coal mine master plan is approved. Since the master plan for the Longyang Longtan – Shizhong coal mine area (which covers the Shangzhai coal mine) was under preparation as of November 2010, there is a risk that an Environmental Impact Assessment for the Shangzhai coal mine expansion will not be approved before the corresponding planning Environmental Impact Assessment is approved. Delay or failure in securing the relevant governmental approvals or permits as well as any adverse change in government policies may cause a significant adjustment to our operations and financial condition.

Risks inherent to mining could increase the cost of operating our business.

Our mining operations are subject to conditions beyond our control that can delay coal deliveries or increase the cost of mining at particular mines for varying lengths of time. These conditions include weather and natural disasters, unexpected maintenance problems, key equipment failures, variations in coal seam thickness, variations in the amount of rock and soil overlying the coal deposit, variations in rock and other natural materials and variations in geologic conditions.

As with all underground coal mining companies, our operations are affected by mining conditions such as a deterioration in the quality or thickness of faults and/or coal seams, pressure in mine openings, presence of gas and/or water inflow and propensity to spontaneous combustion, as well as operational risks associated with industrial or engineering activity, such as mechanical breakdowns. Although we have conducted geological investigations to evaluate such mining conditions and adapt our mining plans to address them, there can be no assurance that the occurrence of any adverse mining conditions would not result in an increase in our costs of production, a reduction of our coal output or the temporary suspension of our operations.

Underground mining is also subject to certain risks such as methane outbursts and accidents caused by roof weakness and ground-falls. There can be no assurance that the occurrence of such events or conditions would not have a material adverse impact on our business and results of operations.

We may suffer losses resulting from industry-related accidents and lack of insurance.

We operate coal mines and related facilities that may be affected by water, gas, fire or structural problems. As a result, we, like other coal mining companies, have experienced accidents that have caused property damage and personal injuries.

There can be no assurance that industry-related accidents will not occur in the future. We do not currently maintain fire, or other property insurance covering our properties, equipment or inventories, other than with respect to vehicles. In addition, we do not maintain any business interruption insurance or any third party liability insurance to cover claims in respect of personal injury, property or environmental damage arising from accidents on our properties, other than third party liability insurance with respect to vehicles. For any accident-related costs below RMB50,000 is to be borne by the third party sub-contractors. For any accident-related costs above RMB50,000, 95% of such costs is to be borne by our company and the remaining 5% is to be borne by the third party subcontractors. Any uninsured losses and liabilities incurred by us could have a material adverse effect on our financial condition and results of operations.

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We may be required to allocate additional funds for land subsidence.

A consequence of the underground mining methods used at our mines is land subsidence above underground mining sites. Depending on the circumstances, we may be required to relocate inhabitants from the land above the underground mining sites prior to mining those sites or we may be required to compensate the inhabitants for losses or damages from land subsidence after the underground sites have been mined. We may also be required to make payments for land subsidence, restoration, rehabilitation or environmental protection of the land after the underground sites have been mined. Where such payment is required under applicable law or regulations, an estimate of such costs is recognized in the period in which the obligation is identified and is charged as an expense in our income statement in proportion to the coal extracted. The estimate of costs for land subsidence, restoration, rehabilitation or environmental protection of the land may be subject to change in the future as actual costs become apparent and standards established by the PRC Government change from time to time. Therefore, there can be no assurance such estimates are accurate or that our land subsidence, restoration, rehabilitation and environmental protection costs will not substantially increase in the future or that the PRC Government will not impose new fees in respect of land subsidence. Any such substantial increases or new fees could have a material adverse effect on our results of operations.

The total ecological environment rehabilitation deposit for operating the Shangzhai coal mine is about US$596,782 (equivalent to RMB 3.86 million). We paid about US$179,035 (equivalent to RMB 1.16 million (or 30% of the total deposit)) to the Fujian Provincial Land and Resources Bureau on November 18, 2009. The balance of about US$417,747 (equivalent to RMB 2.70 million (or 70% of the total deposit)) must be paid to the Fujian Provincial Land and Resources Bureau before April 2015.

If we are unable to expand our operations through acquisitions of other coal mining businesses or assets, our profitability may be negatively affected.

We may seek to expand our operations both in the regions in which we operate as well as in other parts of China through acquisitions of businesses and assets. Acquisition transactions involve inherent risks, such as:

• uncertainties in assessing the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition or other transaction candidates;
• the potential loss of key personnel of an acquired business;
• the ability to achieve identified operating and financial synergies anticipated to result from an acquisition or other transaction;
• problems that could arise from the integration of the acquired business;
• unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition or other transaction rationale; and
• unexpected development costs that adversely affect our profitability.

In addition, we may not be able to successfully negotiate new mining rights or maintain our leasehold interests in properties on which mining operations are not commenced during the term of the lease.

Our ability to operate our company effectively could be impaired if we lose key personnel or fail to attract qualified personnel.

We manage our business with a number of key personnel, namely, Longwen Lin, Peifeng Huang and Yi Zhang, the loss of a number of whom could have a material adverse effect on us. In addition, as our business develops and expands, we believe that our future success will depend greatly on our continued ability to attract and retain highly skilled and qualified personnel. We cannot assure you that key personnel will continue to be employed by us or that we will be able to attract and retain qualified personnel in the future. We do not have “key person” life insurance to cover our executive officers. Failure to retain or attract key personnel could have a material adverse effect on us.

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Our reserve estimates may prove to be incorrect.

The mineral reserve figures in this report are estimates based on the interpretation of limited sampling and subjective judgments regarding the grade, continuity and existence of mineralization, as well as the application of economic assumptions, including assumptions as to operating costs, foreign exchange rates and future commodity prices. The sampling, interpretations or assumptions underlying any reserve estimate may be incorrect, and the impact on reserves may be material. Should the mineralization and/or configuration of a deposit ultimately turn out to be significantly different from that currently envisaged, then the proposed mining plan may have to be altered in a way that could affect the tonnage and grade of the reserves mined and rates of production and, consequently, could adversely affect the profitability of the mining operations. In addition, short term operating factors relating to the reserves, such as the need for orderly development of ore bodies or the processing of new or different ores, may cause reserve estimates to be modified or operations to be unprofitable in any particular fiscal period. There can be no assurance that our projects or operations will be, or will continue to be, economically viable, that the indicated amount of minerals will be recovered or that they will be recovered at the prices assumed for purposes of estimating reserves.

Risks Related to Doing Business in China

Our operations are primarily located in China and may be adversely affected by changes in the policies of the Chinese government.

The political environment in the PRC may adversely affect our business operations. The PRC has operated as a socialist state since 1949 and is controlled by the Communist Party of China. In recent years, however, the government has introduced reforms aimed at creating a “socialist market economy” and policies have been implemented to allow business enterprises greater autonomy in their operations. Changes in the political leadership of the PRC may have a significant effect on laws and policies related to the current economic reforms program, other policies affecting business and the general political, economic and social environment in the PRC, including the introduction of measures to control inflation, changes in the rate or method of taxation, the imposition of additional restrictions on currency conversion and remittances abroad, and foreign investment. These effects could substantially impair our business, profits or prospects in China. Moreover, economic reforms and growth in the PRC have been more successful in certain provinces than in others, and the continuation or increases of such disparities could affect the political or social stability of the PRC.

The Chinese government exerts substantial influence over the manner in which companies in China must conduct their business activities.

The PRC only recently has permitted greater provincial and local economic autonomy and private economic activities. The government of the PRC has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in the PRC or particular regions thereof, and could require us to divest the interests we then hold in Chinese properties or joint ventures. Any such developments could have a material adverse effect on the business, operations, financial condition and prospects of our company.

Future inflation in China may inhibit economic activity and adversely affect our operations.

In recent years, the Chinese economy has experienced periods of rapid expansion within which there have been some years with high rates of inflation and deflation, which have led to the adoption by the PRC government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. While inflation has moderated since 1995, high inflation may in the future cause the PRC government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby adversely affect our business operations and prospects in the PRC.

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PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent our company from providing needed capital to Fujian Huilong

In August of 2008, China’s State Administration of Foreign Exchange (“SAFE”) issued Circular 142, which regulates the process of foreign currency capital verification by foreign invested enterprises in China. Circular 142 introduced new statutory requirements that impact the use of Renminbi converted capital invested by FIEs. In particular, Circular 142 imposes additional capital verification procedures, restricts investments by FIEs in domestic enterprises, prohibits purchase of domestic real estate by FIEs; and imposes additional approval process on payment of consideration to domestic individuals and institutions in M&A transactions. Like many of SAFE’s other regulations, Circular 142 is broadly drafted, making it difficult to predict how local SAFE branches will interpret and enforce certain provisions of Circular 142. We do not expect Circular 142 having a significant effect on our company because even though Fujian Huilong is a FIE, for the foreseeable future, we have no plan to make any equity investment in other domestic enterprises or real estate in PRC through Fujian Huilong.

We may be restricted from freely converting the Renminbi to other currencies in a timely manner.

The Renminbi is not a freely convertible currency at present. We receive all of our revenue in Renminbi, which may need to be converted to other currencies, primarily U.S. dollars, and remitted outside of the PRC. Effective July 1, 1996, foreign currency “current account” transactions by foreign investment enterprises, including sino-foreign joint ventures, are no longer subject to the approval of State Administration of Foreign Exchange (“SAFE,” formerly, “State Administration of Exchange Control”), but need only a ministerial review, according to the Administration of the Settlement, Sale and Payment of Foreign Exchange Provisions promulgated in 1996 (the “FX regulations”). “Current account” items include international commercial transactions, which occur on a regular basis, such as those relating to trade and provision of services. Distributions to joint venture parties also are considered a “current account transaction.” Other non-current account items, known as “capital account” items, remain subject to SAFE approval. Under current regulations, we can obtain foreign currency in exchange for Renminbi from swap centers authorized by the government. We do not anticipate problems in obtaining foreign currency to satisfy our requirements; however, there is no assurance that foreign currency shortages or changes in currency exchange laws and regulations by the Chinese government will not restrict us from freely converting Renminbi in a timely manner. If such shortages or change in laws and regulations occur, we may accept Renminbi, which can be held or reinvested in other projects.

Future fluctuation in the value of the Renminbi may negatively affect our sales globally and our ability to convert our return on operations to U.S. dollars in a profitable manner.

Until 1994, the Renminbi experienced a gradual but significant devaluation against most major currencies, including U.S. dollars, and there was a significant devaluation of the Renminbi on January 1, 1994 in connection with the replacement of the dual exchange rate system with a unified managed floating rate foreign exchange system. Since 1994, the value of the Renminbi relative to the U.S. Dollar has appreciated approximately 15%. Countries, including the U.S., have argued that the Renminbi is artificially undervalued due to China’s current monetary policies and have pressured China to allow the Renminbi to float freely in world markets.

The PRC legal system embodies uncertainties that could limit the legal protection available to our shareholders.

The PRC’s legal system is a civil law system based on written statutes in which decided legal cases have little value as precedents, unlike the common law system prevalent in the United States. The PRC does not have a well-developed, consolidated body of laws governing foreign investment enterprises. As a result, the administration of laws and regulations by government agencies may be subject to considerable discretion and variation, and may be subject to influence by external forces unrelated to the legal merits of a particular matter. China’s regulations and policies with respect to foreign investments are evolving. Definitive regulations and policies with respect to such matters as the permissible percentage of foreign investment and permissible rates of equity returns have not yet been published. Statements regarding these evolving policies have been conflicting and any such policies, as administered, are likely to be subject to broad interpretation and discretion and to be modified, perhaps on a case-by-case basis. The uncertainties regarding such regulations and policies present risks that we will not be able to achieve our business objectives.

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Risks Related to Our Company

The limited public company experience of our management team could adversely impact our ability to comply with the reporting requirements of the securities laws.

Our management team has limited public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by the Sarbanes-Oxley Act of 2002. Our senior management has limited experience with the responsibilities related to managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such legal, regulatory compliance and reporting requirements, including establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a public company would be in jeopardy in which event you could lose your entire investment in our company.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.

We are subject to reporting obligations under the U.S. securities laws. The Securities and Exchange Commission, as required by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness of our internal controls over financial reporting. Our management may conclude that our internal control over our financial reporting is not effective. Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future. Effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent fraud. As a result, our failure to achieve and maintain effective internal control over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our stock. Furthermore, we anticipate that we will incur considerable costs (approximately $200,000 per year) and use significant management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.

All of our assets and our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or our directors and officers.

All of our assets are located outside the United States. In addition, our directors and officers are a national and/or resident of a country other than the United States, and all or a substantial portion of their respective assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our directors and officers, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under United States federal and state securities laws against us or our directors and officers.

Because Longwen Lin controls a large percentage of our common shares, he has the ability to influence matters affecting our shareholders.

Mr. Longwen Lin beneficially owns 81% of the issued and outstanding common shares of our company. As a result, he has the ability to influence matters affecting our shareholders, including the election of our directors and the acquisition or disposition of our assets. Because he controls such shares, our shareholders will find it difficult to replace our management if they disagree with the way our business is being operated. Because the influence by Mr. Lin could result in management making decisions that are in his best interest and not in the best interest of our shareholders, our shareholders may lose some or all of the value of their investments in our common shares.

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Our lack of independent directors could adversely affect our company.

We have no independent members of our board of directors. Our board of directors is comprised of three people, all of whom are employed by us. Accordingly, none of our directors is "independent" using the definition set forth in the NASDAQ Marketplace Rules. Although our directors are subject to the fiduciary duties imposed on board members pursuant to British Columbia law, our shareholders do not have the protections afforded by independent directors which are some of the traditional procedural safeguards that protect the interests of minority shareholders. Our lack of independent directors on our board of directors may also make decisions of our board of directors more prone to legal claims or shareholder criticism than if made by a board of directors with independent board members.

Risks Related to Our Common Shares

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our authorized capital consists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. We have not issued any preferred shares. Our board of directors may choose to issue some or all of such shares to acquire one or more companies or properties and to fund our overhead and general operating requirements. The issuance of any such shares will reduce the book value per share and may contribute to a reduction in the market price of the outstanding common shares of our company. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

Our common shares are illiquid and the price of our common shares may be negatively impacted by factors which are unrelated to our operations.

Although our common shares are currently quoted on the OTC QB Market, relatively few of our shares have been purchased or sold on that market. Even when a more active market is established, trading through the OTC QB Market is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common shares could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common shares, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common shares.

We do not intend to pay cash dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any cash dividends for the foreseeable future. Because we do not intend to declare cash dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

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Trading of our stock is restricted by the Securities Exchange Commission’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our common shares.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common shares.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

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

During our fiscal period ended June 30, 2013, we did not sell any equity securities that were not registered under the Securities Act of 1933 that were not previously reported in a quarterly report on Form 10-Q or in a current report on Form 8-K.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None

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ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K:

* Filed herewith.

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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.

SGB INTERNATIONAL HOLDINGS INC.

By:
/s/ Shibi Chen
Shibi Chen
President, Chief Executive Officer and director
(Principal Executive Officer)
Date: August 29, 2013

 

By:
/s/ Peifeng Huang
Peifeng Huang
Chief Financial Officer, Corporate Secretary and Director
(Principal Financial Officer and Principal Accounting Officer)
Date: August 29, 2013

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